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Table of Contents
As filed with
the Securities and Exchange Commission on April 5, 2024
Registration No. 333-273324
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
Amendment
No. 2 to
FORM S-1/A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Cardiff Lexington Corporation
(Exact name of registrant as specified in its charter)
Nevada |
8011 |
84-1044583 |
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
____________________________
3753
Howard Hughes Parkway, Suite
200
Las Vegas, NV 89169
(844) 628-2100
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
____________________________
Alex Cunningham
Chief Executive Officer
Cardiff Lexington Corporation
3753 Howard
Hughes Parkway, Suite 200
Las Vegas,
NV 89169
(844) 628-2100
(Names, address, including zip code, and telephone
number, including area code, of agent for service)
____________________________
Copies to: |
Louis A. Bevilacqua, Esq.
Bevilacqua PLLC
1050 Connecticut Avenue,
NW
Suite 500
Washington, DC 20036
(202) 869-0888 |
Lance Brunson, Esq.
Callie Tempest Jones,
Esq.
Brunson Chandler & Jones, PLLC
Walker Center
175 S. Main Street, Suite
1410
Salt Lake City, UT 84111
(801) 303-5737 |
Approximate date of commencement of proposed
sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.
x
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ¨
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.
Large accelerated Filer ☐ |
Accelerated Filer ☐ |
Non-accelerated Filer ☒ |
Smaller reporting company ☒ |
|
Emerging growth company ☐ |
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 7(a)(2)(B) of Securities Act. ¨
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to such Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting
offers to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION, DATED APRIL 5, 2024 |
Cardiff Lexington
Corporation
1,600,000
Shares of Common Stock
____________________________
We are offering 1,600,000 shares of common
stock, assuming a public offering price of $5.00 per share (which is the midpoint of the estimated range of the public offering price).
We currently estimate that the public offering price will be between $4.00 and $6.00 per share.
Our common
stock is currently quoted on the OTC Pink Market operated by OTC Markets Group Inc. under the symbol “CDIX.” On April 3,
2024, the closing price of our common stock on the OTC Pink Market was $6.50. In connection with this offering, we intend to apply for
the listing of our common stock on NYSE American under the symbol “CDIX.” The closing of this offering is contingent upon
our uplisting to NYSE American.
Investing
in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the material
risks of investing in our securities under the heading “Risk Factors” beginning on page 12 of this prospectus.
.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
| |
Per
Share | | |
Total | |
Public offering price | |
$ | 5.00 | | |
$ | 8,000,000 | |
Underwriting discounts and commissions(1) | |
$ | 0.38 | | |
$ | 600,000 | |
Proceeds to us, before expenses(2) | |
$ | 4.62 | | |
$ | 7,400,000 | |
| (1) | Does not include a non-accountable expense
allowance equal to 1% of the gross proceeds of this offering payable to Craft Capital Management
LLC and R.F. Lafferty & Co., Inc., the representatives of the underwriters. We have also
agreed to issue to the representatives or their designees warrants to purchase up to a number
of shares of common stock equal to 5% of the number of shares sold in this offering at an
exercise price equal to 125% of the public offering price. The registration statement of
which this prospectus forms a part also registers the representatives’ warrants and
the shares of common stock issuable upon exercise of the representatives’ warrants.
See “Underwriting” for a complete description of the
compensation arrangements. |
| (2) | We estimate
the total expenses payable by us, excluding the underwriting discount and non-accountable
expense allowance, will be approximately $650,000. |
We have granted the underwriters an option for
a period of 45 days after the closing of this offering to purchase up to 15% of the total number of shares to be offered by us pursuant
to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the public offering
price less the underwriting discounts and commissions.
The underwriters
expect to deliver the shares against payment as set forth under “Underwriting” on or about
, 2024.
Craft Capital Management LLC |
R.F. Lafferty & Co., Inc. |
The date of
this prospectus is , 2024
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on the information contained
in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We and the underwriters
have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or
in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for and can
provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only
the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making
an offer to sell these shares of common stock in any jurisdiction where the offer or sale is not permitted or where the person making
the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained
in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.
Persons who come into possession of this prospectus
and any applicable free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe
any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.
See “Underwriting” for additional information on these restrictions.
INDUSTRY AND MARKET DATA
We are responsible for the disclosure in this
prospectus. However, this prospectus includes industry data that we obtained from market research, publicly available information and
industry publications. We did not fund and are not otherwise affiliated with any of the sources cited in this prospectus. The market research,
publicly available information and industry publications that we use generally state that the information contained therein has been obtained
from sources believed to be reliable. The information therein represents the most recently available data from the relevant sources and
publications and we believe remains reliable. However, this data involves a number of assumptions
and limitations regarding our industry which are necessarily subject to a high degree of uncertainty and risk due to a variety of factors,
including those described in the section titled “Risk Factors.” Forward-looking information obtained from these
sources is also subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this
prospectus.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
We own or have rights to various trademarks, service
marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service
marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’
trademarks, service marks and trade names or products in this prospectus is not intended to, and does not imply a relationship with, or
endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus
may appear without the ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will
not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks
and trade names.
PROSPECTUS SUMMARY
This summary highlights selected information
contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider
before deciding whether to invest in our securities. You should carefully read the entire prospectus, including the risks associated with
an investment in our company discussed in the “Risk Factors” section of this prospectus, before making an investment decision.
Some of the statements in this prospectus are forward-looking statements. See the section titled “Cautionary Statement Regarding Forward-Looking Statements.”
Unless otherwise indicated by the context,
reference in this prospectus to “we,” “us,” “our,” “our company” and similar references
are to Cardiff Lexington Corporation and its consolidated subsidiaries.
Our Company
Overview
We are an acquisition holding company focused
on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership
to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for our stockholders.
Specifically, our primary focus will continue to be to maximize organic growth by deploying increased working capital to expand utilization
at our eleven current healthcare facilities. We additionally expect to open additional locations and may look at select synergistic acquisitions
in the healthcare sector. In terms of growth stages and capital structures, we intend to focus our portfolio of subsidiaries approximately
as follows: 80% will be targeted to established profitable niche small to mid-sized healthcare companies and 20% will be targeted to second
stage startups in healthcare (emerging businesses with a strong organic growth plan that is materially cash generative).
On May 31, 2021, we acquired Nova Ortho and
Spine, LLC, or Nova, which operates a group of regional primary specialty and ancillary care facilities throughout Florida that provide
traumatic injury victims with primary care evaluations, interventional pain management, and specialty consultation services. We focus
on plaintiff related care and are a highly efficient provider of emergency medical condition, or EMC, assessments. We provide a full range
of diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles,
ligaments, and nerves. From sports injuries, to sprains, strains, and fractures, our doctors are dedicated to helping patients return
to active lifestyles.
We also own a real estate company, Edge
View Properties, Inc., or Edge View, which we acquired on July 16, 2014. Edge View owns five (5) acres zoned medium density
residential (MDR) with 12 lots already platted, six (6) acres zoned high-density residential (HDR) that can be platted in
various configurations to meet current housing needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available
for further annexation into the City of Salmon for development, as well as a common area for landowners to view wildlife, provide
access to the Salmon River and fishing in a two (2) acre pond. Salmon is known as Idaho’s premier whitewater destination as
well as one of the easier accesses to the Frank Church Wilderness Area - the largest wilderness in the lower 48 states. Management
has invested years working to develop a new and exciting housing development in Salmon, Idaho, and plans to enter into a joint
venture agreement with a developer for this planned concept development.
For the
years ended December 31, 2023 and 2022, all of our revenue was generated by our healthcare business, which generated revenue of $11,853,266
and $10,693,196 for the years ended December 31, 2023 and 2022, respectively. For the year ended December 31, 2023, we had a net income
of $3,028,394, as compared to a net loss of $5,429,521 for the year ended December 31, 2022.
Our Corporate History and Structure
We were incorporated on September 3, 1986,
in Colorado as Cardiff International Inc. On November 10, 2005, we merged with Legacy Card Company and became Cardiff Lexington Corporation.
On August 27, 2014, we redomiciled and became a corporation under the laws of Florida. On April 13, 2021, we redomiciled and became a
corporation under the laws of Nevada.
All of
our operations are conducted through our operating subsidiaries, Nova and Edge View. Nova was organized in the State of Florida on December
3, 2018, and Edge View was incorporated in the State of Idaho on February 9, 2005.
During
the year ended December 31, 2023, we sold our financial services (tax resolution) business, Platinum Tax Defenders, or Platinum Tax,
that we acquired on July 31, 2018, which was a full-service tax resolution firm located in Los Angeles, California. Through this subsidiary,
we provided fee-based tax resolution services to individuals and companies that had federal and state tax liabilities by assisting clients
to settle outstanding tax debts.
We also previously owned all
of the equity interests of We Three, LLC, d/b/a Affordable Housing Initiative, or AHI, an affordable home acquirer located in Maryville,
Tennessee. On October 31, 2022, we entered into a buyback agreement to sell AHI back to the original owners in exchange for the return
of 175,045 shares of series F preferred stock by the original owners and our issuance of 67,500 shares of series B preferred stock to
the original owners.
Our Business Strategy
We
employ an acquisition and value creation strategy, with the goal of locating undervalued
and undercapitalized healthcare companies and providing them capitalization and leadership
in order to maximize the value and potential of their private, often family run, enterprises
while also providing diversification and risk mitigation for our stockholders. Our primary
focus is on the healthcare sector and real estate, where we utilize our management team’s
relationship networks, industry experiences and deal sourcing capabilities to target companies
we believe have an experienced management team and compelling assets which we believe are
well positioned for growth. Our culture emphasizes core values, teamwork, accountability,
and performance. Specifically, our primary focus will continue to be to maximize organic
growth by deploying increased working capital to expand utilization at current locations.
We additionally expect to open additional locations and may look at select synergistic acquisitions
in the healthcare sector. In terms of growth stages and capital structures, we intend to
focus our portfolio of subsidiaries approximately as follows: 80% will be targeted to established
profitable niche small to mid-sized healthcare companies and 20% will be targeted to second
stage startups in healthcare (emerging businesses with a strong organic growth plan that
is materially cash generative). Our acquisition strategy is driven by structure, transaction
value, alignment, resources and return on investment. As we identify potential targets, it
is also our strategy and goal to identify and recruit the right operating executive partners
that have the requisite tools and experience to manage and grow our existing and newly acquired
subsidiaries. Based on our management’s long history and experience in building relationships
with a vast number of executives and their teams, we are confident that we have placed or
left successful executives in charge of our current subsidiaries and will be able to identify
appropriate executives to add long term value to any future acquisitions.
After our acquisitions, the entities become wholly
owned subsidiaries and the target company’s management team either maintains responsibility for the day-to-day operations or we
locate suitable executives to overtake responsibility for the entities. We believe that we can then provide these entities with some of
the benefits of being a publicly traded company, including but not limited to, providing them with increased access to funding that we
can obtain on their behalf in the capital markets for operations or expansion and our management team’s experience operating businesses.
Our combined acquisition and value creation strategy drives our goal to deliver our public stockholders an opportunity to own a long term,
stable, durable compounding equity investment that can produce strong returns.
Our Market Opportunity
Utilizing
our management teams and principals’ expansive network of relationships, we believe
there to be a significant opportunity for organic growth and expanded utilization of our
current locations and an opportunity to open additional locations within new markets. Additionally,
there are a substantial number of small to mid-sized healthcare companies, second stage startups
– emerging businesses with a strong organic growth plan that is materially cash generative
and income producing real estate holdings that we may seek to acquire that can potentially
generate attractive returns for our stockholders. We further believe the economic and market
dislocation resulting from the COVID-19 pandemic enhanced our opportunity to obtain potentially
profitable businesses, which are facing lingering working capital challenges post pandemic,
but have rebounded and returned to or near previous levels of profitability. In this environment,
we believe the expertise and relationships of our management team represent a compelling
value proposition for potential business targets looking for additional working capital infusion,
a pathway to exit some equity, and leadership to assist them to grow and expand
Our Competitive Strengths
We believe that we have several competitive advantages
that differentiate us from other holding companies. Our competitive strengths include:
|
· |
Management operating and investing experience. Our
directors and executive officers have significant executive, investment and operational experience in the management and growth of
small and middle market companies. We believe that this breadth of experience provides us with a competitive advantage in evaluating
businesses and acquisition opportunities. |
|
|
|
|
· |
Extensive network of small to middle market companies. As a result of their experience with acquisitions and in providing
services to small to middle market companies around the United States, our management team members have developed a broad array of contacts
at private and closely held companies. We believe that these contacts will be important in generating potential acquisition opportunities
for us. |
|
|
|
|
· |
Public company benefits. We believe our structure will make us an attractive business transaction partner to prospective
acquisition targets. As an existing public company, we will be able to raise capital to deploy to our acquired businesses for their business
operations. Additionally, we will be able to offer to the employees of our subsidiaries equity in our company as an additional means of
creating management incentives that are better aligned with stockholder’s interests. |
|
|
|
|
· |
Maintaining of day-to-day control of operations. As part of our acquisition criteria for a target company, we search
for companies with what we believe are strong management teams, which allows us to have the management team maintain control of the day-to-day
operations of the companies. We believe this model is attractive to target companies with management desiring to obtain the benefits of
being a public company while maintaining control over the operations of their company. |
Our Healthcare Business
Services
We provide
a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons,
muscles, ligaments, and nerves. Orthopedic and pain procedure services include hip and knee replacement, shoulder reconstruction, fracture
care and hand surgery, as well as spinal surgery.
Our service
model is designed to promote referral relationships, facilitate patient access, and coordinate administration among medical providers,
personal injury attorneys, and chiropractors. This “referral relationship” approach to case management results in increased
revenue as attorneys consider the value of our patient management process when brokering settlements. As EMC and early stage continued
care providers, we believe that we have superior access to patient information to determine the validity of each case and manage cases
appropriately.
Revenue is
primarily provided by bodily injury insurance policies, general liability policies, and personal injury protection policies, which partially
insulates our business from the declining reimbursement programs paid from or correlated to Medicare/Medicaid and traditional health
insurance companies.
Healthcare Facilities
We currently
operate eleven facilities, most of which were opened in the last twenty-four months. As of December 31, 2023, we operated ten facilities,
and management estimates that those ten facilities were operating at 35% capacity. We believe that the most important factors relating
to the overall utilization of a facility include adequate working capital, the quality and market position of the facility and the number,
quality and specialties of physicians providing patient care within the facility. Other factors that affect utilization include general
and local economic conditions, market penetration, the degree of outpatient use, the availability of reimbursement programs such as Medicare
and Medicaid, and demographic changes such as the growth in local populations. Utilization across the industry is also being affected
by improvements in clinical practice, medical technology and pharmacology. Current industry trends in utilization and occupancy have
been significantly affected by changes in reimbursement policies of third party payers. We are also unable to predict the extent to which
these industry trends will continue or accelerate.
Competitive Strengths
We believe
that our healthcare business has several competitive advantages, including the following:
| · | Broad
array of services focusing on plaintiff related care. We provide a
full range of diagnostic and surgical services for injuries and disorders of the skeletal
system and associated bones, joints, tendons, muscles, ligaments, and nerves with a focus
on plaintiff related care. From sports injuries, to sprains, strains, and fractures, orthopedic
and pain procedure services include hip and knee replacement, shoulder reconstruction, fracture
care and hand surgery, as well as spinal surgery. Our service model is designed to promote
referral relationships, facilitate patient access, and coordinate administration among medical
providers, personal injury attorneys, and chiropractors. As a result, our revenue is primarily
provided by bodily injury insurance policies, general liability policies, and personal injury
protection policies, which partially insulates our business from the declining reimbursement
programs paid from or correlated to Medicare/ Medicaid and traditional health insurance companies. |
| · | Opportunities
for accelerated growth. We have a track record of delivering strong
growth through a combination of organic growth, new contract additions and selective acquisitions.
Organic growth has historically been supported by consistent underlying market volume trends,
stable pricing and a diversified payor mix. We believe that our networks of high-quality
providers position us to take advantage of these trends. We have successfully executed on
new contract growth by providing a set of differentiated services and delivering integrated,
efficient, high-quality care, which has helped us expand our relationships with our existing
customers and compete effectively in the bidding process for new contracts. Additionally,
we believe we will have opportunities to expand our services through acquisitions, as discussed
in more detail below. |
| · | Focus
on clinical excellence. We are focused on achieving the best clinical
outcomes for our patients through the application of rigorous recruiting and credentialing
standards, the promotion of a physician-led leadership culture and the monitoring of our
clinical quality measures. Through extensive clinical and leadership development programs,
we train our healthcare professionals to continually enhance their skills and deliver innovative
and patient-focused experiences and outcomes. We provide internally developed continuing
medical education accredited courses to our healthcare professionals, including instructor-led
and on-line education sessions. We have developed and implemented quality measurement systems
that track multiple key indicators, which assist our professionals in systematically monitoring,
examining and analyzing outcomes and processes. These quality measurement systems are supplemented
by our active peer review infrastructure designed to ensure the development and implementation
of actionable items that will improve patient outcomes. Our ability to deliver high levels
of customer service and patient care is a direct result of this focus, which helps us to
differentiate our services, and to attract and retain providers. |
| · | Ability
to attract and retain high-quality providers. Through our processes,
we are able to identify and target high-quality providers to match the needs of our customers.
We believe that our operating infrastructure enables us to provide attractive opportunities
for our providers to enhance their skills through extensive clinical and leadership development
programs. We believe that our differentiated recruiting, training and development programs
strengthen our customer and provider relationships, enhance our contract and clinician retention
rates and allow us to efficiently recruit providers to support our new contract pipeline. |
Growth Strategies
The key elements
of our strategy to grow our healthcare business include:
| · | Capitalize
on organic growth opportunities. As noted above, management estimates that
our ten facilities operating as of December 31, 2023, were operating at 35% capacity as of
such date. Accordingly, we believe that we have an opportunity for organic growth at our
existing facilities. We also believe our physician-led, patient-focused culture and approach
to clinical solutions will allow us to continue to successfully recruit and retain clinical
professionals. |
| · | Supplement
organic growth with strategic acquisitions. The market in which we compete
is highly fragmented, presenting significant opportunities for additional acquisitions. We
will continue to follow a disciplined strategy in exploring future acquisitions by analyzing
the strategic rationale, financial impact and organic growth profile of each potential opportunity.
Our current focus for future acquisitions is Orthopedic Surgery Centers followed by MRI imaging,
medical billing, and outpatient surgery centers. We have been in discussions with several
privately owned MRI facilities. Key targets are strategically
located within our market territory. We believe that the addition of these profitable
businesses would be immediately enhanced by significant additional new business that we would
direct to them while positively augmenting cash flow. |
| · | Enhance
operational efficiencies and productivity. We believe there are significant
opportunities to continue to build upon our success in improving our productivity and profitability.
We continue to focus on initiatives to improve productivity, including more efficient scheduling,
continued use of mid-level providers, enhancing our leadership training programs, improving
and realigning compensation programs. We believe that our processes related to managed care
contracting, billing, coding, collection and compliance have driven a strong track record
of efficient revenue cycle management. We have made significant investments in infrastructure,
including management information systems that we believe will continue to enable us to improve
clinical results and key client metrics while reducing the cost of providing patient care.
We have dedicated teams with business and clinical expertise that are responsible for implementing
best practices. Furthermore, we will continue to utilize risk mitigation programs for loss
prevention and early intervention. We believe that our significant investments in scalable
technology systems will facilitate additional cost reductions and efficiencies. |
Our Risks and Challenges
An investment in our securities involves a high
degree of risk. You should carefully consider the risks summarized below. These risks are discussed more fully in the “Risk Factors”
section immediately following this Prospectus Summary. These risks include, but are not limited to, the following:
Risks Related to Our Business and Structure
| · | The report of our independent registered public accounting firm included a “going concern”
explanatory paragraph. |
| | |
| · | Our acquisition strategy exposes us to substantial risk. |
| | |
| · | We may not be able to effectively integrate the businesses that we acquire. |
| | |
| · | Failure to manage our growing and changing business could have a material adverse effect on our business,
prospects, financial condition, and results of operations. |
| | |
| · | We face competition for businesses that fit our acquisition strategy and, therefore, we may have to acquire
targets at sub-optimal prices or, alternatively, forego certain acquisition opportunities. |
| | |
| · | We may not be able to successfully fund acquisitions due to the unavailability of equity or debt financing
on acceptable terms, which could impede the implementation of our acquisition strategy. |
| | |
| · | Our future success is dependent on the management teams of our businesses, the loss of any of whom could
materially adversely affect our financial condition, business and results of operations. |
| | |
| · | We may engage in a business transaction with one or more target businesses that have relationships with
our executive officers, our directors, or any of their respective affiliates, which may create or present conflicts of interest. |
Risks Related to our Healthcare Business
| · | Our ability to grow our business through organic expansion either by developing new facilities or by modifying
existing facilities is dependent upon many factors. |
| | |
| · | Changes to payment rates or methods of third-party payors, including government healthcare programs, changes
to the laws and regulations that regulate payments for medical services, the failure of payment rates to increase as our costs increase,
or changes to our payor mix, could adversely affect our operating margins and revenues. |
| | |
| · | An increase in uninsured or underinsured patients or the deterioration in the collectability of the accounts
of such patients could harm our results of operations. |
| | |
| · | Failure to timely or accurately bill for services could have a negative impact on our net revenue, bad
debt expense and cash flow. |
| | |
| · | Our facilities face competition for patients from other healthcare providers. |
| | |
| · | Our performance depends on our ability to recruit and retain quality physicians. |
| | |
| · | Our performance depends on our ability to attract and retain qualified nurses and medical support staff
and we face competition for staffing that may increase our labor costs and harm our results of operations. |
| | |
| · | If we fail to comply with extensive laws and government regulations, we could suffer civil or criminal
penalties or be required to make significant changes to our operations that could reduce our revenue and profitability. |
| | |
| · | If any of our existing healthcare facilities lose their accreditation or any of our new facilities fail
to receive accreditation, such facilities could become ineligible to receive reimbursement under Medicare or Medicaid. |
| | |
| · | We could be subject to lawsuits which could harm the value of our business, including litigation for which
we are not fully reserved. |
Risks Related to our Real Estate Business
| · | We are subject to demand fluctuations in the real estate industry and any reduction in demand could adversely
affect our business, results of operations, and financial condition. |
| | |
| · | Adverse weather conditions, natural disasters, and other unforeseen and/or unplanned conditions could
disrupt our real estate developments. |
| | |
| · | If the market value of our real estate investments decreases, our results of operations will also likely
decrease. |
| | |
| · | The real estate industry is highly competitive and if other property developers are more successful or
offer better value to customers, our business could suffer. |
| | |
| · | We may incur environmental liabilities with respect to our real estate assets. |
Risks Related to This Offering and Ownership
of Our Common Stock
| · | We may not be able to satisfy NYSE American’s listing requirements or maintain a listing of our
common stock on NYSE American. |
| | |
| · | The market price of our common stock may be highly volatile, and you could lose all or part of your investment. |
| | |
| · | Our officers and directors own a significant percentage of our outstanding voting securities which could
reduce the ability of minority stockholders to effect certain corporate actions. |
Corporate Information
Our principal executive office is located at
3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV 89169. Our telephone number is (844) 628-2100. We maintain a website at www.cardifflexington.com.
The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed
through, our website is not part of this prospectus and investors should not rely on such information in deciding whether to purchase
shares of our common stock.
The Offering
Shares offered: |
|
1,600,000 shares of common
stock (or 1,840,000 shares if the underwriters exercise the over-allotment in full),
based on the assumed public offering price of $5.00, the midpoint of the anticipated price
range. |
|
|
|
Offering price: |
|
We currently estimate that the public offering price will be between
$4.00 and $6.00 per share. For purposes of this prospectus, the assumed public offering price per share is $5.00, the midpoint
of the anticipated price range. The actual offering price per share will be as determined between the underwriters and us based on
market conditions at the time of pricing and the actual number of shares we will offer will be determined based on the actual public
offering price. Therefore, the assumed offering price used throughout this prospectus may not be indicative of the final offering
price. |
|
|
|
Shares to be outstanding after this offering(1): |
|
40,736,061
shares of common stock (or 40,976,061 shares if the underwriters exercise the over-allotment
option in full), based on an assumed public
offering price of $5.00 per share, which is the midpoint of the estimated range
of the public offering price shown on the cover page of this prospectus.
The number of shares of common stock outstanding after this offering
includes (i) the conversion of all shares of our outstanding series B preferred stock, series C preferred stock, series E preferred stock,
series F-1 preferred stock, series I preferred stock, series J preferred stock and series L preferred stock into an aggregate of approximately
28,221,566 shares of common stock, effective automatically on the date on which our common stock begins trading on NYSE American, and
(ii) the issuance of approximately 12,000 shares of common stock to Bevilacqua PLLC, our outside counsel, upon completion of this offering,
which is an estimate based on the assumed public offering price of $5.00. See “Description of Capital Stock”
for more information regarding the automatic conversion of our preferred stock.
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Over-allotment option: |
|
We have granted to the underwriters a 45-day option to purchase from
us up to an additional 15% of the shares sold in the offering (240,000 additional shares) at the public offering price, less
the underwriting discounts and commissions. |
|
|
|
Representatives’ warrants: |
|
We have agreed to issue to Craft Capital Management LLC and R.F. Lafferty & Co., Inc., as representatives of the underwriters, or their designees, warrants to purchase up to a total number of shares of common stock equal to 5% of the total number of shares sold in this offering at an exercise price equal to 125% of the public offering price of the shares sold in this offering (subject to adjustments). The warrants will be exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six months after the date of the commencement of the sales of the public securities. The representatives’ warrants will have a cashless exercise provision and will provide for immediate “piggyback” registration rights with respect to the registration of the shares underlying the warrants for a period of seven years from commencement of sales of this offering. The registration statement of which this prospectus forms a part also registers the representatives’ warrants and the shares of common stock issuable upon exercise of the representatives’ warrants. See the “Underwriting” section for more information. |
|
|
|
Use of proceeds: |
|
We
expect to receive net proceeds of approximately $6.7 million from this offering (or $7.8 million if the underwriters
exercise the over-allotment option in full), based on an assumed public offering price of $5.00 per share, which is the midpoint of the estimated range of the public offering price shown on the cover page of this prospectus, after deducting estimated
underwriting discounts and commissions and estimated offering expenses payable by us.
We intend to use the net proceeds from this offering
for working capital and general corporate purposes. See “Use of Proceeds.” |
Risk factors: |
|
Investing
in our common stock involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment.
You should carefully consider the information set forth in the “Risk Factors” section beginning
on page 12. |
Lock-up: |
|
We and our directors, officers, and stockholders holding
more than 5% of our common stock as of the effective date of this prospectus have agreed not to sell, transfer or dispose of any
common stock for a period of six months from the date of this prospectus, subject to certain exceptions. See “Underwriting”
for more information. |
|
|
|
Trading market and symbol: |
|
Our common stock is currently quoted on the OTC Pink Market under the
symbol “CDIX.” In connection with this offering, we intend to apply for the listing of our common stock on NYSE American
under the symbol “CDIX.” The closing of this offering is contingent upon our uplisting to NYSE American. |
| (1) | The
number of shares of common stock outstanding immediately following this offering is based
on 10,902,495 shares outstanding
as of April 3, 2024 and
excludes: |
| · | 2 shares of common stock issuable upon the conversion
of our series A preferred stock upon a transfer thereof; |
| | |
| · | shares of common stock issuable upon the conversion
of 868,056 shares of our series N senior convertible preferred stock, which are convertible into a number of shares of common stock determined
by dividing the stated value ($4.00 per share), plus accrued, but unpaid, dividends thereon, by a conversion price equal to $900 (subject
to adjustments); |
| | |
| · | shares
of common stock issuable upon the conversion of 165 shares of our series R convertible preferred
stock, which are convertible into a number of shares of common stock determined by dividing
the stated value ($1,200 per share) by a conversion price equal to the lower of (i) $75 (subject
to adjustments) and (ii) the lowest volume weighted average price of our common stock
on our principal trading market during
the twenty (20) trading days immediately prior to the applicable conversion date; |
| | |
| · | shares of common stock issuable upon the conversion
of 375,000 shares of our series X senior convertible preferred stock, which are convertible into a number of shares of common stock determined
by dividing the stated value ($4.00 per share), plus accrued, but unpaid, dividends thereon, by a conversion price equal to the lower
of (i) the lowest volume weighted average price of our common stock on our principal trading market during
the five (5) trading days immediately prior to the applicable conversion date and (ii) the price per share paid in any subsequent financing,
including this offering; |
| | |
| · | 3,150
shares of common stock issuable upon the exercise of outstanding warrants at a weighted average
exercise price of $1,163 per share; |
| | |
| · | shares of common stock that may be issued
upon the exercise of outstanding warrants issued to Leonite Capital LLC in connection with convertible promissory notes, which such warrants
are for a number of shares of common stock equal to two hundred percent (200%) of the number of shares of common stock that would be issued
upon full conversion of such notes, at exercise prices ranging from $150 to $3,000; |
| | |
| · | up
to 80,000 shares of common stock issuable upon exercise of the representatives’ warrants
issued in connection with this offering (or 92,000 shares if the underwriters exercise the
over-allotment option in full); |
| | |
| · | shares
of common stock issuable upon the conversion of a consolidated senior secured convertible
promissory note in the principal amount of $3,245,165 issued to Leonite Capital LLC, which
is convertible into shares of common stock at a conversion price equal to the lower of (i)
the lowest volume weighted average price of our common stock during the five (5) trading
days immediately prior to the applicable conversion date and (ii) the price per share paid
in any subsequent financing, including this offering; |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $36,604 issued to GHS Investments, LLC, which is convertible into shares of common
stock at a conversion price equal to 60% of the lowest trading price of our common stock
for the twenty (20) trading days immediately prior to the conversion date; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $340,000 issued to GHS Investments, LLC, which is convertible into shares of common
stock at a conversion price equal to the lower of the closing price on the issuance date
or the closing price on the day prior to such conversion; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $50,080 issued to Greentree Financial Group, Inc., which is convertible into shares
of common stock at a conversion price equal to the lower of $0.03 or 50% of the lowest closing
price of our common stock for the five (5) trading days immediately prior to the conversion
date; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $155,000 issued to Greentree Financial Group, Inc., which is convertible into shares
of common stock at a conversion price equal to the lower of $0.25 or 50% of the lowest closing
price of our common stock for the ten (10) trading days immediately prior to the conversion
date; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $5,000 issued to Alex Cunningham, our Chief Executive Officer, which is convertible
into shares of common stock at a conversion price equal to 80% of the lowest closing price
of our common stock for the five (5) trading days immediately prior to the conversion date;
and |
| | |
| · | 2,000,000
shares of common stock that are reserved for issuance under our 2024 Equity Incentive Plan. |
Please see “Description of Capital Stock”
for additional details regarding our outstanding convertible securities.
Summary
Financial Information
The following tables summarize certain financial
data regarding our business and should be read in conjunction with our financial statements and related notes contained elsewhere in this
prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Our summary consolidated financial data as
of December 31, 2023 and 2022 and for the years then ended are derived from our audited consolidated financial statements included elsewhere
in this prospectus.
All financial statements included in this prospectus
are prepared and presented in accordance with generally accepted accounting principles in the United States, or GAAP. The summary financial
information is only a summary and should be read in conjunction with the historical financial statements and related notes contained elsewhere
herein. The financial statements contained elsewhere fully represent our financial condition and operations; however, they are not indicative
of our future performance.
| |
Years Ended December 31, | |
Statements of Operations Data | |
2023 | | |
2022 | |
Total revenue | |
$ | 11,853,266 | | |
$ | 10,693,196 | |
Total cost of sales | |
| 3,560,624 | | |
| 4,060,034 | |
Gross profit | |
| 8,292,642 | | |
| 6,633,162 | |
Total operating expenses | |
| 3,097,597 | | |
| 2,726,273 | |
Income from continuing operations | |
| 5,195,045 | | |
| 3,906,889 | |
Total other expense, net | |
| (2,080,131 | ) | |
| (7,157,527 | ) |
Net income (loss) before discontinued operations | |
| 3,114,914 | | |
| (3,250,638 | ) |
Loss from discontinued operations | |
| – | | |
| (2,178,883 | ) |
Loss from disposal of discontinued operations | |
| (86,520 | ) | |
| – | |
Loss from discontinued operations | |
| (86,520 | ) | |
| (2,178,883 | ) |
Net income (loss) | |
$ | 3,028,394 | | |
$ | (5,429,521 | ) |
Preferred stock dividends | |
| (780,074 | ) | |
| (384,170 | ) |
Net income (loss) attributable to common stockholders | |
$ | 2,248,320 | | |
$ | (5,813,691 | ) |
Basic earnings (loss) per share – continuing operations | |
$ | 156 | | |
$ | (999 | ) |
Diluted earnings (loss) per share – continuing operations | |
$ | 232 | | |
$ | (999 | ) |
| |
As of December 31, | |
Balance Sheet Data | |
2023 | | |
2022 | |
Cash | |
$ | 866,943 | | |
$ | 219,085 | |
Total current assets | |
| 14,177,197 | | |
| 6,828,005 | |
Total assets | |
| 20,745,811 | | |
$ | 13,344,780 | |
Total current liabilities | |
| 13,860,567 | | |
| 9,964,927 | |
Total liabilities | |
| 14,124,289 | | |
| 10,189,587 | |
Total mezzanine equity | |
| 5,890,104 | | |
| 4,899,984 | |
Total stockholders’ equity (deficit) | |
| 731,418 | | |
| (1,744,791 | ) |
Total liabilities, mezzanine equity and stockholders’ equity | |
$ | 20,745,811 | | |
$ | 13,344,780 | |
RISK FACTORS
An investment in our securities involves a
high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this prospectus,
before purchasing our securities. We have listed below (not necessarily in order of importance or probability of occurrence) what we believe
to be the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. Any
of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial
or complete loss of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute
forward-looking statements. Please refer to the section titled “Cautionary Statement Regarding Forward-Looking Statements”.
Risks Related to Our Business and Structure
The report of our independent registered
public accounting firm included a “going concern” explanatory paragraph.
The report of our independent registered public
accounting firm that accompanies our financial statements for the year ended December 31, 2023 contains an explanatory paragraph relating
to our ability to continue as a going concern. We had previously sustained operating losses since our inception, have an accumulated
deficit of $68,684,115 and $70,932,435 as of December 31, 2023 and 2022, respectively, and had negative cash flow from operating activities
of $1,807,987 and $1,099,461 during the years ended December 31, 2023 and 2022, respectively. These factors raise a substantial doubt
about our ability to continue as a going concern.
However, management believes, based on our operating
plan, that current working capital and current and expected additional financing should be sufficient to fund operations and satisfy our
obligations as they come due for at least one year from the financial statement issuance date. However,
additional funds from new financing and/or future equity raises are required for continued operations and to execute our business plan
and our strategy of acquiring additional businesses. The funds required to execute our business plan will depend on the size, capital
structure and purchase price consideration that the seller of a target business deems acceptable in a given transaction. The amount of
funds needed to execute our business plan also depends on what portion of the purchase price of a target business the seller of that business
is willing to take in the form of seller notes or our equity or equity in one of our subsidiaries. Given these factors, we believe that
the amount of outside additional capital necessary to execute our business plan on the low end (assuming target company sellers accept
a significant portion of the purchase price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between
$4 million to $8 million. If, and to the extent, that sellers are unwilling to accept a significant portion of the purchase price in seller
notes and equity, then the cash required to execute our business plan could be as much as $10 million.
Although we do not believe that we will require
additional cash to continue our operations over the next twelve months, there are no assurances that we will be able to raise our revenues
to a level which supports profitable operations and provides sufficient funds to pay obligations in the future. Our prior losses have
had an adverse effect on our financial condition. In addition, continued operations and our ability to acquire additional businesses may
be dependent on our ability to obtain additional financing in the future, and there are no assurances that such financing will be available
to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments
that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through our operations,
financings or from other sources or transactions, we will exhaust our resources and will be unable to continue operations. If we cannot
continue as a going concern, our stockholders would likely lose most or all of their investment in our company.
Our acquisition strategy exposes us to substantial
risk.
Our acquisition of companies is subject to substantial
risk, including but not limited to the failure to identify material problems during due diligence (for which we may not be indemnified
post-closing), the risk of over-paying for assets (or not making acquisitions on an accretive basis), the ability to obtain or retain
customers and the risks of entering markets where we have limited experience. While we perform due diligence on prospective acquisitions,
we may not be able to discover all potential operational deficiencies in such entities.
Our prior and future businesses may not perform
as expected or the returns from such businesses may not support the financing utilized to acquire them or maintain them. Furthermore,
integration and consolidation of acquired businesses requires substantial human, financial and other resources and may divert management’s
attention from our existing business concerns, disrupt our ongoing business or not be successfully integrated. Even if we consummate businesses
that we believe will be accretive, those businesses may in fact result in a decrease in revenues as a result of incorrect assumptions
in our evaluation of such businesses, unforeseen consequences, or other external events beyond our control. Furthermore, if we consummate
any future acquisitions, our capitalization and results of operations may change significantly, and stockholders will generally not have
the opportunity to evaluate the economic, financial, and other relevant information that we will consider in determining the application
of these funds and other resources. As a result, the consummation of acquisitions may have a material adverse effect on our business,
financial condition, results of operations and cash flows.
We may experience difficulty as we evaluate,
acquire and integrate businesses that we may acquire, which could result in drains on our resources, including the attention of our management,
and disruptions of our on-going business.
We acquire small to mid-sized businesses in various
industries. Generally, because such businesses are privately held, we may experience difficulty in evaluating potential target businesses
as much of the information concerning these businesses is not publicly available. Therefore, our estimates and assumptions used to evaluate
the operations, management and market risks with respect to potential target businesses may be subject to various risks and uncertainties.
Further, the time and costs associated with identifying and evaluating potential target businesses may cause a substantial drain on our
resources and may divert our management team’s attention away from the operations of our businesses for significant periods of time.
In addition, we may have difficulty effectively
integrating and managing acquisitions. The management or improvement of businesses we acquire may be hindered by a number of factors,
including limitations in the standards, controls, procedures and policies implemented in connection with such acquisitions. Further, the
management of an acquired business may involve a substantial reorganization of the business’ operations resulting in the loss of
employees and customers or the disruption of our ongoing businesses. We may experience greater than expected costs or difficulties relating
to an acquisition, in which case, we might not achieve the anticipated returns from any particular acquisition.
We may not be able to effectively integrate
the businesses that we acquire.
Our ability to realize the anticipated benefits
of acquisitions will depend on our ability to integrate those businesses with our own. The combination of multiple independent businesses
is a complex, costly and time-consuming process and there can be no assurance that we will be able to successfully integrate businesses
into our business, or if such integration is successfully accomplished, that such integration will not be costlier or take longer than
presently contemplated. Integration of future acquisitions may include various risks and uncertainties, including the factors discussed
in the paragraph below. If we cannot successfully integrate and manage the businesses within a reasonable time, we may not be able to
realize the potential and anticipated benefits of such acquisitions, which could have a material adverse effect on our stock price, business,
cash flows, results of operations and financial position.
We will consider acquisitions that we believe
will complement, strengthen and enhance our growth. We evaluate opportunities on a preliminary basis from time to time, but these transactions
may not advance beyond the preliminary stages or be completed. Such acquisitions are subject to various risks and uncertainties, including:
| · | the inability to effectively integrate the operations, products, technologies, and personnel of the acquired
companies (some of which are in diverse geographic regions) and achieve expected synergies; |
| | |
| · | the potential disruption of existing business and diversion of management’s attention from day-to-day
operations; |
| | |
| · | the inability to maintain uniform standards, controls, procedures, and policies; |
| | |
| · | the need or obligation to divest portions of the acquired companies; |
| | |
| · | the potential failure to identify material problems and liabilities during due diligence review of acquisition
targets; |
| | |
| · | the potential failure to obtain sufficient indemnification rights to fully offset possible liabilities
associated with acquired businesses; and |
| | |
| · | the challenges associated with operating in new geographic regions. |
Failure to manage our growing and changing
business could have a material adverse effect on our business, prospects, financial condition, and results of operations.
As we grow, we expect to encounter additional
challenges to our internal processes, capital commitment process, and acquisition funding and financing capabilities. Our existing operations,
personnel, systems, and internal control may not be adequate to support our growth and expansion and may require us to make additional
unanticipated investments in our infrastructure. To manage the future growth of our operations, we will be required to improve our administrative,
operational, and financial systems, procedures, and controls, and maintain, expand, train, and manage our growing employee base. If we
are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies
successfully or respond to competitive pressures. As a result, our business, prospects, financial condition, and results of operations
could be materially and adversely affected.
We face competition for businesses that
fit our acquisition strategy and, therefore, we may have to acquire targets at sub-optimal prices or, alternatively, forego certain acquisition
opportunities.
We have been formed to acquire and manage small
to mid-sized businesses. In pursuing such acquisitions, we expect to face strong competition from a wide range of other potential purchasers.
Although the pool of potential purchasers for such businesses is typically smaller than for larger businesses, those potential purchasers
can be aggressive in their approach to acquiring such businesses. Furthermore, we expect that we may need to use third-party financing
in order to fund some or all of these potential acquisitions, thereby increasing our acquisition costs. To the extent that other potential
purchasers do not need to obtain third-party financing or are able to obtain such financing on more favorable terms, they may be in a
position to be more aggressive with their acquisition proposals. As a result, in order to be competitive, our acquisition proposals may
need to be aggressively priced, including at price levels that exceed what we originally determined to be fair or appropriate. Alternatively,
we may determine that we cannot pursue on a cost-effective basis what would otherwise be an attractive acquisition opportunity.
We may not be able to successfully fund
acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could impede the implementation of our acquisition
strategy.
We finance acquisitions primarily through additional
equity and debt financings. Because the timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain
funding on short notice to benefit fully from attractive acquisition opportunities. The sale of additional shares of any class of equity
will be subject to market conditions and investor demand for such shares at prices that may not be in the best interest of our stockholders.
The sale of additional equity securities could also result in dilution to our stockholders. The incurrence of indebtedness would result
in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations.
Financing may not be available in amounts or on terms acceptable to us, if at all. These risks may materially adversely affect our ability
to pursue our acquisition strategy.
We may change our management and acquisition
strategies without the consent of our stockholders, which may result in a determination by us to pursue riskier business activities.
We may change our strategy at any time without
the consent of our stockholders, which may result in our acquiring businesses or assets that are different from, and possibly riskier
than, the strategy described in this prospectus. A change in our strategy may increase our exposure to interest rate and currency fluctuations,
subject us to regulation under the Investment Company Act of 1940, as amended, or the Investment Company Act, or subject us to other risks
and uncertainties that affect our operations and profitability.
We are a holding company and rely on distributions
and other payments, advances, and transfers of funds from our subsidiaries to meet our obligations.
Our primary business is the holding and managing
of controlling interests our operating businesses. Therefore, we will be dependent upon the ability of our businesses to generate cash
flows and, in turn, distribute cash to us in the form of distributions, advances and other transfers of funds to enable us to satisfy
our financial obligations. The ability of our businesses to make payments to us may also be subject to limitations under laws of the jurisdictions
in which they are incorporated or organized.
In the future, we may seek to enter into
credit facilities to help fund our acquisition capital and working capital needs. These credit facilities may expose us to additional
risks associated with leverage and may inhibit our operating flexibility.
We may seek to enter into credit facilities with
third-party lenders to help fund our acquisitions. Such credit facilities will likely require us to pay a commitment fee on the undrawn
amount and will likely contain a number of affirmative and restrictive covenants. If we violate any such covenants, our lenders could
accelerate the maturity of any debt outstanding. Such debt may be secured by our assets, including the stock we may own in businesses
that we acquire and the rights we have under intercompany loan agreements that we may enter into with our businesses. Our ability to meet
our debt service obligations may be affected by events beyond our control and will depend primarily upon cash produced by businesses that
we currently manage and may acquire in the future and distributed or paid to us. Any failure to comply with the terms of our indebtedness
may have a material adverse effect on our financial condition.
In addition, we expect that such credit facilities
will bear interest at floating rates which will generally change as interest rates change. We will bear the risk that the rates that we
are charged by our lenders will increase faster than we can grow the cash flow from our businesses or businesses that we may acquire in
the future, which could reduce profitability, materially adversely affect our ability to service our debt, cause us to breach covenants
contained in our third-party credit facilities and reduce cash flow available for distribution.
The loss of the services of the current
officers and directors could severely impact our business operations and future development, which could result in a loss of revenues
and one’s ability to ever sell any shares.
Our performance is substantially dependent upon
the professional expertise of the current officers and board of directors. Each has extensive expertise in business development and acquisitions,
and we are dependent on their abilities. If they are unable to perform their duties, this could have an adverse effect on business operations,
financial condition, and operating results if we are unable to replace them with other individuals qualified to develop and market our
business. The loss of their services could result in a loss of revenues, which could result in a reduction of the value of any shares
you hold as well as the complete loss of your investment.
Our future success is dependent on the management
teams of our businesses, the loss of any of whom could materially adversely affect our financial condition, business, and results of operations.
The future success of our existing and future
businesses depends on the respective management teams of those businesses because we intend to operate our businesses on a stand-alone
basis, primarily relying on their existing management teams for day-to-day operations. Consequently, their operational success, as well
as the success of any organic growth strategy, will be dependent on the continuing efforts of the management teams of our businesses.
We will seek to provide these individuals with equity incentives and to have employment agreements with certain persons we have identified
as key to their businesses. However, these measures may not prevent these individuals from leaving their employment. The loss of services
of one or more of these individuals may materially adversely affect our financial condition, business, and results of operations.
We may engage in a business transaction
with one or more target businesses that have relationships with our executive officers, our directors, or any of their respective affiliates,
which may create or present conflicts of interest.
We may decide to engage in a business transaction
with one or more target businesses with which our executive officers, our directors, or any of their respective affiliates, have a relationship,
which may create or present conflicts of interest. Regardless of whether we obtain a fairness opinion from an independent investment banking
firm with respect to such a transaction, conflicts of interest may still exist with respect to a particular acquisition and, as a result,
the terms of the acquisition of a target business may not be as advantageous to our shareholders as it would have been absent any conflicts
of interest.
The operational objectives and business
plans of our businesses may conflict with our operational and business objectives or with the plans and objective of another business
we own and operate.
Our businesses operate in different industries
and face different risks and opportunities depending on market and economic conditions in their respective industries and regions. A business’
operational objectives and business plans may not be similar to our objectives and plans or the objectives and plans of another business
that we own and operate. This could create competing demands for resources, such as management attention and funding needed for operations
or acquisitions, in the future.
If, in the future, we cease to control and
operate our businesses or other businesses that we acquire in the future or engage in certain other activities, we may be deemed to be
an investment company under the Investment Company Act.
We have the ability to make investments in businesses
that we will not operate or control. If we make significant investments in businesses that we do not operate or control, or that we cease
to operate or control, or if we commence certain investment-related activities, we may be deemed to be an investment company under the
Investment Company Act. Our decision to sell a business will be based upon financial, operating, and other considerations rather than
a plan to complete a sale of a business within any specific time frame. If we were deemed to be an investment company, we would either
have to register as an investment company under the Investment Company Act, obtain exemptive relief from the Securities and Exchange Commission,
or the SEC, or modify our investments or organizational structure or our contract rights to fall outside the definition of an investment
company. Registering as an investment company could, among other things, materially adversely affect our financial condition, business,
and results of operations, materially limit our ability to borrow funds or engage in other transactions involving leverage and require
us to add directors who are independent of us and otherwise will subject us to additional regulation that will be costly and time-consuming.
We have identified material weaknesses in
our internal control over financial reporting. If we fail to develop or maintain an effective system of internal controls, we may not
be able to accurately report our financial results and prevent fraud. As a result, current and potential shareholders could lose confidence
in our financial statements, which would harm the trading price of our common shares.
Companies that file reports with the SEC, including
us, are subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404. SOX 404 requires management to establish
and maintain a system of internal control over financial reporting and annual reports on Form 10-K filed under the Securities Exchange
Act of 1934, as amended, or the Exchange Act, to contain a report from management assessing the effectiveness of a company’s internal
control over financial reporting. Separately, under SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act
of 2010, public companies that are large, accelerated filers or accelerated filers must include in their annual reports on Form 10-K an
attestation report of their regular auditors attesting to and reporting on management’s assessment of internal control over financial
reporting. Non-accelerated filers and smaller reporting companies, like us, are not required to include an attestation report of their
auditors in annual reports.
A report of our management is included under
Item 9A “Controls and Procedures” of our annual report on Form 10-K for the year ended December
31, 2023. We are a smaller reporting company and, consequently, are not required to include an attestation report of our
auditor in our annual report. However, if and when we become subject to the auditor attestation requirements under SOX 404, we can provide
no assurance that we will receive a positive attestation from our independent auditors.
During its
evaluation of the effectiveness of internal control over financial reporting as of December 31, 2023, management identified material
weaknesses. These material weaknesses were associated with our lack of (i) formal documentation over internal control procedures and
environment, (ii) proper segregation of duties and multiple level of reviews and (iii) sufficient process, systems and access to technical
accounting resources to enable appropriate accounting for and reporting on complex and/or non-routine debt and equity financing transactions
including accounting for derivatives, convertible debt, preferred stock. We also have not developed and effectively communicated
our accounting policies and procedures to our employees, which has resulted in inconsistent practices. We are undertaking remedial measures,
which measures will take time to implement and test, to address these material weaknesses. There can be no assurance that such measures
will be sufficient to remedy the material weaknesses identified or that additional material weaknesses or other control or significant
deficiencies will not be identified in the future. If we continue to experience material weaknesses in our internal controls or fail
to maintain or implement required new or improved controls, such circumstances could cause us to fail to meet our periodic reporting
obligations or result in material misstatements in our financial statements, or adversely affect the results of periodic management evaluations
and, if required, annual auditor attestation reports. Each of the foregoing results could cause investors to lose confidence in our reported
financial information and lead to a decline in our stock price.
Risks Related to our Healthcare Business
Our ability to grow our business through
organic expansion either by developing new facilities or by modifying existing facilities is dependent upon many factors.
Our ability to grow our business through organic
expansion is dependent on capacity and occupancy at our facilities. Should our facilities reach maximum occupancy, we may need to implement
other growth strategies either by developing new facilities or by modifying existing facilities.
Our facilities typically need to be purpose-designed
in order to enable the type and quality of service that we provide. Consequently, we must either develop sites to create facilities or
purchase or lease existing facilities, which may require substantial modification. We must be able to identify suitable sites and there
is no guarantee that such sites will be available at all, or at an economically viable cost or in areas of sufficient demand for our services.
The subsequent successful development and construction of a new facility is contingent upon, among other things, negotiation of construction
contracts, regulatory permits and planning consents and satisfactory completion of construction. Similarly, our ability to expand existing
facilities is also dependent upon various factors, including identification of appropriate expansion projects, permitting, licensure,
financing, integration into our relationships with payors and referral sources, and margin pressure as new facilities are filled with
patients.
Delays caused by difficulties in respect of any
of the above factors may lead to cost overruns and longer periods before a return is generated on an investment, if at all. We may incur
significant capital expenditure but due to a regulatory, planning, or other reason, may find that we are prevented from opening a new
facility or modifying an existing facility. Moreover, even when incurring such development capital expenditure, there is no guarantee
that we can fill beds when they become available. Upon operational commencement of a new facility, we typically expect that it will take
approximately 12-18 months to reach our targeted occupancy level. Any delays or stoppages in our projects, the unsatisfactory completion
or construction of such projects or the failure of such projects to increase our occupancy levels could have a material adverse effect
on our business, results of operations and financial condition.
Changes to payment rates or methods of third-party
payors, including government healthcare programs, changes to the laws and regulations that regulate payments for medical services, the
failure of payment rates to increase as our costs increase, or changes to our payor mix, could adversely affect our operating margins
and revenues.
Our revenue is primarily provided by bodily
injury insurance policies, general liability policies, and personal injury protection policies, which partially insulates our
business from the declining reimbursement programs paid from or correlated to Medicare/Medicaid and traditional health insurance companies.
However, we do also depend on private and governmental third-party sources of payment for the services provided to patients and assume
financial risks related to changes in third-party reimbursement rates and changes in payor mix. In some cases, our revenue decreases
if our volume or reimbursement decreases, but our expenses, including physician compensation, may not decrease proportionately.
The amount we receive for our services may be
adversely affected by market and cost factors as well as other factors over which we have no control, including changes to the Medicare
and Medicaid payment systems. Health reform efforts at the federal and state levels may increase the likelihood of significant changes
affecting government healthcare programs and private insurance coverage. Government healthcare programs are subject to, among other things,
statutory and regulatory changes, administrative rulings, interpretations, and determinations concerning patient eligibility requirements,
funding levels and the method of calculating payments or reimbursements, all of which could materially increase or decrease payments we
receive from these government programs. Further, Medicare reimbursement rates are increasingly used by private payors as benchmarks to
establish commercial reimbursement rates and any adjustment in Medicare reimbursement rates may impact our reimbursement rates from such
private payors as well.
There are significant private and public sector pressures to restrain
healthcare costs and to restrict reimbursement rates for medical services, and we believe that such pressures will continue. Many states
are continuing to collect less revenue than they did in prior years, and as a result may face ongoing budget shortfalls and underfunded
pension and other liabilities. Deteriorating financial conditions in the states in which we operate could lead to reduced or delayed funding
for Medicaid programs, which may reduce or delay the reimbursement we receive for services provided. Major payors of healthcare, including
federal and state governments and private insurers, have taken steps in recent years to monitor and control costs, eligibility for and
use and delivery of healthcare services, and to revise payment methodologies. As part of their efforts to contain healthcare costs, purchasers
increasingly are demanding discounted or global fee structures or the assumption by healthcare providers of all or a portion of the financial
risk through shared risk, capitation, and care management arrangements, often in exchange for exclusive or preferred participation in
their benefit plans. Further, the ability of commercial payors to control healthcare costs may be enhanced by the increasing consolidation
of insurance and managed care companies, which may reduce our ability to negotiate favorable contracts with such payors.
We expect efforts to impose greater discounts
and more stringent cost controls by government and other payors to continue, thereby reducing the payments we receive for our services.
The effect of cost containment trends will depend, in part, on our payor mix. We cannot assure you that we will be able to offset reduced
operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise. In addition, we cannot
assure you that future changes to reimbursement rates by government healthcare programs, cost containment measures by private third-party
payors, including fixed fee schedules and capitated payment arrangements, or other factors affecting payments for healthcare services
will not adversely affect our future revenues, operating margins, or profitability.
An increase in uninsured or underinsured
patients or the deterioration in the collectability of the accounts of such patients could harm our results of operations.
Collection of receivables from third-party payors
and patients is critical to our operating performance. Our primary collection risks relate to uninsured patients and the portion of the
bill that is the patient’s responsibility, which primarily includes co-payments and deductibles. We determine the transaction price
based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured
patients and implicit price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies
and historical experience. Implicit price concessions are based on historical collection experience. Significant changes in business office
operations, payor mix, economic conditions, or trends in federal and state governmental health coverage could affect our collection of
accounts receivable, cash flow and results of operations. If we experience unexpected increases in the growth of uninsured and underinsured
patients or in bad debt expenses, our results of operations will be harmed.
Failure to timely or accurately bill for
services could have a negative impact on our net revenue, bad debt expense and cash flow.
Billing for healthcare services is an important
but complex aspect of our business. In particular, the current practice of providing physician services in advance of payment or, in
some cases, irrespective of the patient’s ability to pay for such services, may have significant negative impact on our net revenue,
bad debt expense and cash flow. We bill numerous and varied payors, such as bodily injury insurance
policies, general liability policies, and personal injury protection policies, self-pay patients, managed care payors and Medicare
and Medicaid. These different payors typically have different billing requirements that must be satisfied prior to receiving payment
for services rendered. Reimbursement is typically conditioned on our documenting medical necessity, the appropriate level of service
and correctly applying diagnosis codes. Incorrect or incomplete documentation and billing information could result in non-payment for
services rendered.
Additional factors that could complicate our ability
to timely or accurately bill payors include:
| · | disputes between payors as to which party is responsible for payment; |
| | |
| · | failure of information systems and processes to submit and collect claims in a timely manner; |
| | |
| · | variation in coverage for similar services among various payors; |
| | |
| · | our reliance on third-parties to provide billing services for certain of our service lines; |
| | |
| · | the difficulty of adherence to specific compliance requirements, diagnosis coding and other procedures
mandated by various payors; and |
| | |
| · | in connection with billing for physician services, failure to obtain proper physician credentialing and
documentation in order to bill various payors. |
To the extent that the complexity associated with
billing for healthcare services we provide causes delays in our cash collections, we may experience increased carrying costs associated
with the aging of our accounts receivable as well as increased potential for bad debt expense.
Our facilities face competition for patients
from other healthcare providers.
The healthcare industry is highly competitive,
and competition among healthcare providers for patients and physicians has intensified in recent years. In all of the geographical areas
in which we operate, there are other facilities that provide services comparable to those offered by our facilities. Some of our competitors
include facilities that are owned by tax-supported governmental agencies or by nonprofit corporations and may be supported by endowments
and charitable contributions and exempt from property, sales, and income taxes. Such exemptions and support are not available to us.
Certain of our competitors may have greater financial
resources, be better equipped and offer a broader range of services than we offer. The number of facilities in the geographic areas in
which we operate has increased significantly. As a result, most of our facilities operate in an increasingly competitive environment.
If our competitors are better able to attract
patients, recruit physicians and other healthcare professionals, expand services or obtain favorable managed care contracts at their facilities,
we may experience a decline in patient volume and our business may be harmed.
Our performance depends on our ability to
recruit and retain quality physicians.
The success and competitive advantage of our facilities
depends, in part, on the number and quality of the physicians on the medical staff of our facilities, the admitting practices of those
physicians and our maintenance of good relations with those physicians. Physicians generally are not employees of our facilities and may
have admitting privileges at other similar facilities to ours. They may terminate their affiliation with us at any time. If we are unable
to provide high ethical and professional standards, adequate support personnel and technologically advanced equipment and facilities that
meet the needs of those physicians, they may be discouraged from referring patients to our facilities and our results of operations may
decline.
Our performance depends on our ability to
attract and retain qualified nurses and medical support staff and we face competition for staffing that may increase our labor costs and
harm our results of operations.
We depend on the efforts, abilities, and experience
of our medical support personnel, including our nurses, pharmacists and lab technicians and other healthcare professionals. We compete
with other healthcare providers in recruiting and retaining qualified hospital management, nurses, and other medical personnel.
The nationwide shortage of nurses and other clinical
staff and support personnel has been a significant operating issue facing us and other healthcare providers. In particular, like others
in the healthcare industry, we continue to experience a shortage of nurses and other clinical staff and support personnel at our facilities
in many geographic areas, which shortage was exacerbated by the COVID-19 pandemic. In some areas, the increased demand for care is putting
a strain on our resources and staff, which has required us to utilize higher-cost temporary labor and pay premiums above standard compensation
for essential workers. This staffing shortage may require us to further enhance wages and benefits to recruit and retain nurses and other
clinical staff and support personnel or require us to hire expensive temporary personnel. To the extent we cannot maintain sufficient
staffing levels at our facilities, we may be required to limit our services at certain of our facilities, which would have a corresponding
adverse effect on our net revenues.
We cannot predict the degree to which we will
be affected by the future availability or cost of attracting and retaining talented medical support staff. If our general labor and related
expenses increase, we may not be able to raise our rates correspondingly. Our failure to either recruit and retain qualified management,
nurses and other medical support personnel or control our labor costs could harm our results of operations.
If we do not continually enhance our facilities
with the most recent technological advances in diagnostic and surgical equipment, our ability to maintain and expand our markets will
be adversely affected.
The technology used in medical equipment and related
devices is constantly evolving and, as a result, manufacturers and distributors continue to offer new and upgraded products to healthcare
providers. To compete effectively, we must continually assess our equipment needs and upgrade when significant technological advances
occur. If our facilities do not stay current with technological advances in the healthcare industry, patients may seek treatment from
other providers and/or physicians may refer their patients to alternate sources, which could adversely affect our results of operations
and harm our business.
If we fail to comply with extensive laws
and government regulations, we could suffer civil or criminal penalties or be required to make significant changes to our operations that
could reduce our revenue and profitability.
The healthcare industry is required to comply
with extensive and complex laws and regulations at the federal, state and local government levels relating to, among other things: hospital
billing practices and prices for services; relationships with physicians and other referral sources; adequacy of medical care and quality
of medical equipment and services; ownership of facilities; qualifications of medical and support personnel; confidentiality, maintenance,
privacy and security issues associated with health-related information and patient medical records; certification, licensure and accreditation
of our facilities; operating policies and procedures, and; construction or expansion of facilities and services.
Among these laws are the federal False Claims
Act, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and the federal anti-kickback statute and the provision
of the Social Security Act commonly known as the “Stark Law.” These laws, and particularly the anti-kickback statute and the
Stark Law, impact the relationships that we may have with physicians and other referral sources. We have a variety of financial relationships
with physicians who refer patients to our facilities. The Office of the Inspector General of the Department of Health and Human Services,
or OIG, has enacted safe harbor regulations that outline practices that are deemed protected from prosecution under the anti-kickback
statute. A number of our current arrangements, including financial relationships with physicians and other referral sources, may not qualify
for safe harbor protection under the anti-kickback statute. Failure to meet a safe harbor does not mean that the arrangement necessarily
violates the anti-kickback statute but may subject the arrangement to greater scrutiny. We cannot assure you that practices that are outside
of a safe harbor will not be found to violate the anti-kickback statute. The Centers for Medicare
and Medicaid Services, or CMS, published a Medicare self-referral disclosure protocol, which is intended to allow providers
to self-disclose actual or potential violations of the Stark Law. Because there are only a few judicial decisions interpreting the Stark
Law, there can be no assurance that our facilities will not be found in violation of the Stark Law or that self-disclosure of a potential
violation would result in reduced penalties.
Federal regulations issued under HIPAA contain
provisions that require us to implement and, in the future, may require us to implement additional costly electronic media security systems
and to adopt new business practices designed to protect the privacy and security of each of our patient’s health and related financial
information. Such privacy and security regulations impose extensive administrative, physical, and technical requirements on us, restrict
our use and disclosure of certain patient health and financial information, provide patients with rights with respect to their health
information and require us to enter into contracts extending many of the privacy and security regulatory requirements to third parties
that perform duties on our behalf. Additionally, recent changes to HIPAA regulations may result in greater compliance requirements, including
obligations to report breaches of unsecured patient data, as well as create new liabilities for the actions of parties acting as business
associates on our behalf.
These laws and regulations are extremely complex,
and, in many cases, we do not have the benefit of regulatory or judicial interpretation. In the future, it is possible that different
interpretations or enforcement of these laws and regulations could subject our current or past practices to allegations of impropriety
or illegality or could require us to make changes in our facilities, equipment, personnel, services, capital expenditure programs and
operating expenses. A determination that we have violated one or more of these laws, or the public announcement that we are being investigated
for possible violations of one or more of these laws, could have a material adverse effect on our business, financial condition or results
of operations and our business reputation could suffer significantly. In addition, we cannot predict whether other legislation or regulations
at the federal or state level will be adopted, what form such legislation or regulations may take or what their impact on us may be.
If we are deemed to have failed to comply with
the anti-kickback statute, the Stark Law or other applicable laws and regulations, we could be subjected to liabilities, including criminal
penalties, civil penalties (including the loss of our licenses to operate one or more facilities), and exclusion of one or more facilities
from participation in the Medicare, Medicaid, and other federal and state healthcare programs. The imposition of such penalties could have
a material adverse effect on our business, financial condition or results of operations.
We are subject to occupational health, safety
and other similar regulations and failure to comply with such regulations could harm our business and results of operations.
We are subject to a wide variety of federal, state,
and local occupational health and safety laws and regulations. Regulatory requirements affecting us include, but are not limited to, those
covering: (i) air and water quality control; (ii) occupational health and safety (e.g., standards regarding blood-borne pathogens
and ergonomics, etc.); (iii) waste management; (iv) the handling of asbestos, polychlorinated biphenyls, and radioactive substances;
and (v) other hazardous materials. If we fail to comply with those standards, we may be subject to sanctions and penalties that could
harm our business and results of operations.
We may be required to spend substantial
amounts to comply with statutes and regulations relating to privacy and security of protected health information.
There are currently numerous legislative and regulatory
initiatives in the U.S. addressing patient privacy and information security concerns. In particular, federal regulations issued under
HIPAA require our facilities to comply with standards to protect the privacy, security and integrity of protected health information,
or PHI. These requirements include the adoption of certain administrative, physical, and technical safeguards; development of adequate
policies and procedures, training programs and other initiatives to ensure the privacy of PHI is maintained; entry into appropriate agreements
with so-called business associates; and affording patients certain rights with respect to their PHI, including notification of any breaches.
Compliance with these regulations requires substantial expenditures, which could negatively impact our business, financial condition,
or results of operations. In addition, our management has spent, and may spend in the future, substantial time, and effort on compliance
measures.
Violations of the privacy and security regulations
could subject our operations to substantial civil monetary penalties and substantial other costs and penalties associated with a breach
of data security, including criminal penalties. We may also be subject to substantial reputational harm if we experience a substantial
security breach involving PHI.
State efforts to regulate the construction
or expansion of health care facilities could impair our ability to expand.
Many states, including Florida, have enacted certificates
of need, or CON, laws as a condition prior to capital expenditures, construction, expansion, modernization, or initiation of major new
services. Failure to obtain necessary state approval can result in our inability to complete an acquisition, expansion or replacement,
the imposition of civil or, in some cases, criminal sanctions, the inability to receive Medicare or Medicaid reimbursement or the revocation
of a facility’s license, which could harm our business. In addition, significant CON reforms have been proposed in a number of states
that would increase the capital spending thresholds and provide exemptions of various services from review requirements. In the past,
we have not experienced any material adverse effects from those requirements, but we cannot predict the impact of these changes upon our
operations.
A cyber security incident could cause a
violation of HIPAA, breach of member privacy, or other negative impacts.
We rely extensively on our information technology,
or IT, systems to manage clinical and financial data, communicate with our patients, payers, vendors and other third parties and summarize
and analyze operating results. In addition, we have made significant investments in technology to adopt and utilize electronic health
records and to become meaningful users of health information technology pursuant to the American Recovery and Reinvestment Act of 2009.
Our IT systems are subject to damage or interruption from power outages, facility damage, computer and telecommunications failures, computer
viruses, security breaches including credit card or personally identifiable information breaches, vandalism, theft, natural disasters,
catastrophic events, human error and potential cyber threats, including malicious codes, worms, phishing attacks, denial of service attacks,
ransomware and other sophisticated cyber-attacks, and our disaster recovery planning cannot account for all eventualities. As cyber criminals
continue to become more sophisticated through evolution of their tactics, techniques, and procedures, we have taken, and will continue
to take, additional preventive measures to strengthen the cyber defenses of our networks and data. However, if any of our systems
are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and
may experience loss or corruption of critical data such as protected health information or other data subject to privacy laws and proprietary
business information and interruptions or disruptions and delays in our ability to perform critical functions, which could materially
and adversely affect our businesses and results of operations and could result in significant penalties or fines, litigation, loss of
customers, significant damage to our reputation and business, and other losses. In addition, our future results of operations, as well
as our reputation, could be adversely impacted by theft, destruction, loss, or misappropriation of public health information, other confidential
data, or proprietary business information.
We may fail to deal with clinical waste
in accordance with applicable regulations or otherwise be in breach of relevant medical, health and safety or environmental laws and regulations.
As part of our normal business activities, we
produce and store clinical waste which may produce effects harmful to the environment or human health. The storage and transportation
of such waste is strictly regulated. Our waste disposal services are outsourced and should the relevant service provider fail to comply
with relevant regulations, we could face sanctions or fines which could adversely affect our brand, reputation, business, or financial
condition. Health and safety risks are inherent in the services that we provide and are constantly present in our facilities, primarily
in respect of food and water quality, as well as fire safety and the risk that service users may cause harm to themselves, other service
users or employees. From time to time, we have experienced, like other providers of similar services, undesirable health, and safety incidents.
Some of our activities are particularly exposed to significant medical risks relating to the transmission of infections or the prescription
and administration of drugs for residents and patients. If any of the above medical or health and safety risks were to materialize, we
may be held liable, fined and any registration certificate could be suspended or withdrawn for failure to comply with applicable regulations,
which may have a material adverse impact on our business, results of operations and financial condition.
If any of our existing healthcare facilities
lose their accreditation or any of our new facilities fail to receive accreditation, such facilities could become ineligible to receive
reimbursement under Medicare or Medicaid.
The construction and operation of healthcare facilities
are subject to extensive federal, state, and local regulation relating to, among other things, the adequacy of medical care, equipment,
personnel, operating policies and procedures, fire prevention, rate-setting and compliance with building codes and environmental protection.
Additionally, such facilities are subject to periodic inspection by government authorities to assure their continued compliance with these
various standards.
All of our healthcare facilities are deemed certified,
meaning that they are accredited, properly licensed under the relevant state laws and regulations and certified under the Medicare program.
The effect of maintaining certified facilities is to allow such facilities to participate in the Medicare and Medicaid programs. We believe
that all of our healthcare facilities are in material compliance with applicable federal, state, local and other relevant regulations,
and standards. However, should any of our healthcare facilities lose their deemed certified status and thereby lose certification under
the Medicare or Medicaid programs, such facilities would be unable to receive reimbursement from either of those programs and our business
could be materially adversely effected.
We could be subject to lawsuits which could
harm the value of our business, including litigation for which we are not fully reserved.
From time-to-time we are involved in lawsuits,
claims, audits, and investigations, including those arising out of services provided, personal injury claims, professional liability claims,
billing and marketing practices, employment disputes and contractual claims. Physicians, hospitals, and other participants in healthcare
delivery have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as negligent
hiring, supervision and credentialing. Some of these lawsuits may involve large claim amounts and substantial defense costs.
We generally procure professional liability insurance
coverage for our medical professionals. A substantial portion of our professional liability loss risks are provided by third-party insurers.
Moreover, in the normal course of our business, we are involved in lawsuits, claims, audits, and investigations, including those arising
out of our billing and marketing practices, employment disputes, contractual claims and other business disputes for which we may have
no insurance coverage, and which are not subject to actuarial estimates. The outcome of these matters could have a material effect on
our results of operations in the period when we identify the matter, and the ultimate outcome could have a material adverse effect on
our financial position, results of operations, or cash flows.
We may become subject to future lawsuits, claims,
audits, and investigations that could result in substantial costs and divert our attention and resources and adversely affect our business
condition. In addition, since our current growth strategy includes acquisitions, among other things, we may become exposed to legal claims
for the activities of an acquired business prior to the acquisition. These lawsuits, claims, audits, or investigations, regardless of
their merit or outcome, may also adversely affect our reputation and ability to expand our business.
Risks Related to our Real Estate Business
We are subject to demand fluctuations in
the real estate industry. Any reduction in demand could adversely affect our business, results of operations, and financial condition.
Demand for properties similar to those owned by
us is subject to fluctuations that are often due to factors outside our control. We are not able to predict the course of the real estate
markets or whether the current favorable trends in those markets can, or will, continue. In the event of an economic downturn, our results
of operations may be adversely affected, and we may incur significant impairments and other write-offs and substantial losses from this
business.
Adverse weather conditions, natural disasters,
and other unforeseen and/or unplanned conditions could disrupt our real estate developments.
Adverse weather conditions and natural disasters,
such as hurricanes, tornadoes, earthquakes, floods, droughts, and fires, could have serious impacts on our ability to develop and market
our real estate assets. Properties may also be affected by unforeseen planning, engineering, environmental, or geological conditions or
problems, including conditions or problems which arise on third party properties adjacent to or in the vicinity of properties which own,
and which may result in unfavorable impacts on our properties. Any adverse event or circumstance could cause a delay in, prevent the completion
of, or increase the cost of, one or more of our properties expected to be developed and brought to market by us, thereby resulting in
a negative impact on our operations and financial results.
If the market value of our real estate investments
decreases, our results of operations will also likely decrease.
The market value of our real estate assets will
depend on market conditions. If local and/or global economic conditions deteriorate, or if the demand for our properties decreases, we
may not be able to make a profit on such property. As a result of declining economic conditions, we may experience lower than anticipated
profits and/or may not be able to recover our costs of a project when a property is brought to market.
Changes in tax laws, taxes or fees may increase
the cost of development, and such changes could adversely impact our finances and operational results.
Any increase or change in such laws, taxes, or
fees, including real estate property taxes, could increase the cost of development and thus have an adverse effect on our operations.
Such changes could also negatively impact potential and/or actual users and purchasers of our properties because potential buyers may
factor such changes into their decisions to utilize or purchase a property.
The real estate industry is highly competitive
and if other property developers are more successful or offer better value to customers, our business could suffer.
The real estate industry is highly competitive,
regardless of locale. Competitors range from small local companies to large international conglomerates with financial resources much
greater than those of our company. We have to compete for raw materials, construction components, financing, environmental resources,
utilities, infrastructure, labor, skilled management, governmental permits and licensing and other factors critical to the successful
development of our real estate assets. We compete against both new and existing developments and developers. Any increase in or change
to any competitive factor could result in our inability to begin development of our real estate assets in a timely manner and/or increase
costs for the design, development, and completion. As a result, we may experience decreased profits due to these factors, impacting our
operations and our overall financial results.
We may incur environmental liabilities with
respect to our real estate assets.
Our properties are subject to a variety of local,
state, and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment. Environmental
laws may result in delays, may cause us to incur substantial compliance and other costs and may prohibit or severely restrict development.
Furthermore, under various federal, state, and local laws, ordinances and regulations, an owner of real property may be liable for the
costs or removal or remediation of certain hazardous or toxic substances on or in such property. Such laws often impose such liability
without regard to whether we knew of, or were responsible for, the presence of such hazardous or toxic substances. The cost of any required
remediation and our liability therefor as to our properties are generally not limited under such laws and could exceed the value of the
property and/or the aggregate assets of our company. The presence of such substances, or the failure to properly remediate contamination
from such substances, may adversely affect our ability to sell real estate or to borrow using such property as collateral.
Our co-venture partners or other partners
in co-ownership arrangements could take actions that decrease the value of our real estate assets.
The development of our real estate assets could
involve joint ventures or other co-ownership arrangements with third parties. Such relationships may involve risks, including, for example:
| · | the possibility that a co-venturer or partner might become bankrupt; |
| | |
| · | the possibility that development may require additional capital that we or our partner do not have; |
| | |
| · | the possibility that a co-venturer or partner might breach a loan agreement or other agreement or otherwise,
by action or inaction, act in a way detrimental to us; |
| | |
| · | that such co-venturer or partner may at any time have economic or business interests or goals that are
or that become inconsistent with the business interests or goals of our company; |
| | |
| · | the possibility that we may incur liabilities as the result of the action taken by our partner; |
| | |
| · | that such co-venturer or partner may be in a position to take action contrary to our instructions or requests
or contrary to our policies or objectives; or |
| | |
| · | that such co-partner may exercise buy/sell rights that force us to or dispose of our share, at a time
and price that may not be consistent with our objectives. |
Any of the above might subject our real estate
assets to liabilities in excess of those contemplated and thus reduce our returns on our investment.
Uninsured losses relating to real property
or excessively expensive premiums for insurance coverage may adversely affect the value of your stock.
The nature of our activities could expose us to
potential liability for personal injuries and, in certain instances, property damage claims. For instance, there are types of losses,
generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, pollution, environmental matters, or extreme
weather conditions such as hurricanes, floods, and snow storms that are uninsurable or not economically insurable, or may be insured subject
to limitations, such as large deductibles or co-payments. We may not carry all the usual and customary insurance policies which would
be carried by a similarly-positioned company, and we may not be carrying those insurance policies in amounts and types sufficient
to cover every risk which may be encountered by our company. Insurance risks associated with potential terrorist acts could sharply increase
the premiums we will pay for coverage against property and casualty claims. We cannot assure you that we will have adequate coverage for
all losses. If any of our properties incur a casualty loss that is not fully covered by insurance, the value of our assets will be reduced
by the amount of any such uninsured loss. In addition, other than the capital reserve or other reserves we may establish, we do not expect
to have any contingent sources of funding in place to repair or reconstruct any uninsured damaged property, and we cannot assure you that
any such sources of funding will be available to us for such purposes in the future. Also, to the extent we must pay unexpectedly large
amounts for insurance, we could suffer reduced earnings that would result in a decreased value attributed to our publicly traded stock.
Risks Related to This Offering and Ownership
of Our Common Stock
We may not be able to satisfy NYSE American’s
listing requirements or maintain a listing of our common stock on NYSE American.
Our common stock is currently quoted on the
OTC Pink Market. In connection with this offering, we intend to apply to list our common stock on NYSE American.
The closing of this offering is contingent upon our uplisting to NYSE American. In addition, we
must meet certain financial and liquidity criteria to maintain the listing of our common stock on
NYSE American. If we fail to meet any listing standards or if we violate
any listing requirements, our common stock may be delisted. In
addition, our board of directors may determine that the cost of maintaining
our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from
NYSE American may materially impair our stockholders’ ability to
buy and sell our common stock and could have an adverse effect on the
market price of, and the efficiency of the trading market for, our common stock.
The delisting of our common stock could significantly impair our ability
to raise capital and the value of your investment.
The market price of our common stock may
be highly volatile, and you could lose all or part of your investment.
The market for our common stock may be characterized
by significant price volatility when compared to the shares of larger, more established companies that have large public floats, and we
expect that our stock price will be more volatile than the shares of such larger, more established companies for the indefinite future.
The stock market has recently been highly volatile. Furthermore, there have been recent instances of extreme stock price run-ups followed
by rapid price declines and stock price volatility following a number of recent public offerings, particularly among companies with relatively
smaller public floats. We may also experience such volatility, including stock run-ups, upon completion of this offering, which may be
unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors
to assess the rapidly changing value of our common stock.
The market price of our common stock is likely
to be volatile due to a number of factors. First, as noted above, our common stock is likely to be more sporadically and thinly traded
compared to the shares of such larger, more established companies. The price for our common stock could, for example, decline precipitously
in the event that a large number of shares is sold on the market without commensurate demand. Secondly, we are a speculative or “risky”
investment due to our lack of profits prior to 2023. As a consequence of this enhanced risk, more risk-adverse investors may, under the
fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares
on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that has
a large public float. Many of these factors are beyond our control and may decrease the market price of our common stock regardless of
our operating performance. The market price of our common stock could also be subject to wide fluctuations in response to a broad and
diverse range of factors, including the following:
| · | actual or anticipated variations in our periodic operating results; |
| | |
| · | increases in market interest rates that lead investors of our common stock to demand a higher investment
return; |
| | |
| · | changes in earnings estimates; |
| | |
| · | changes in market valuations of similar companies; |
| | |
| · | actions or announcements by our competitors; |
| | |
| · | adverse market reaction to any increased indebtedness we may incur in the future; |
| | |
| · | additions or departures of key personnel; |
| | |
| · | actions by stockholders; |
| | |
| · | speculation in the media, online forums, or investment community; and |
| | |
| · | our
intentions and ability to list our common shares on NYSE American and our subsequent
ability to maintain such listing (if approved). |
The public offering price of our common stock
has been determined by negotiations between us and the underwriters based upon many factors and may not be indicative of prices that will
prevail following the closing of this offering. Volatility in the market price of our common stock may prevent investors from being able
to sell their shares at or above the public offering price. As a result, you may suffer a loss on your investment.
An active, liquid trading market for our
common stock may not be sustained, which may cause our common stock to trade at a discount from the public offering price and make it
difficult for you to sell the shares you purchase.
We
cannot predict the extent to which investor interest in us will sustain a trading market or how active and liquid that market may remain.
If an active and liquid trading market is not sustained, you may have difficulty selling any of our common stock that
you purchase at a price above the price you purchase it or at all. The failure of an active and liquid trading market to continue would
likely have a material adverse effect on the value of our common stock.
The market price of our common stock may decline below the public offering
price, and you may not be able to sell your common stock at or above the
price you paid or at all. An inactive market may also impair our ability to raise capital
to continue to fund operations by selling securities and may impair our
ability to acquire other companies or technologies by using our securities as
consideration.
Our officers and directors own a significant
percentage of our outstanding voting securities which could reduce the ability of minority stockholders to effect certain corporate actions.
Upon the completion of this offering, our executive
officers and directors will collectively be able to exercise approximately 73% of our total voting power. As a result, they will possess
significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions
without the votes of any other stockholders. They are expected to have significant influence over a decision to enter into any corporate
transaction and have the ability to prevent any transaction that requires the approval of stockholders, regardless of whether or not our
other stockholders believe that such transaction is in our best interests. Such concentration of voting power could have the effect of
delaying, deterring, or preventing a change of control or other business combination, which could, in turn, have an adverse effect on
the market price of our common stock or prevent our stockholder from realizing a premium over the then-prevailing market price for their
common stock.
Our management has broad discretion as to
the use of the net proceeds from this offering.
Our management will have broad discretion in the
application of the net proceeds of this offering. Accordingly, you will have to rely upon the judgment of our management with respect
to the use of these proceeds. Our management may spend a portion or all of the net proceeds from this offering in ways that holders of
our common stock may not desire or that may not yield a significant return or any return at all. Our management not applying these funds
effectively could harm our business. Pending their use, we may also invest the net proceeds from this offering in a manner that does not
produce income or that loses value. Please see “Use of Proceeds” below for more information.
We have no current plans to pay cash dividends
on our common stock for the foreseeable future, and you may not receive any return on investment unless you sell your common stock for
a price greater than that which you paid for it.
We may retain future earnings, if any, for future
operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision
to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things,
our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our board of directors
may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness
we or our subsidiaries incur. As a result, you may not receive any return on an investment in our common stock unless you sell our common
stock for a price greater than that which you paid for it and any potential investor who anticipates the need for current dividends should
not purchase our securities. See the section entitled “Dividend Policy.”
You will experience immediate and substantial
dilution as a result of this offering.
As
of December 31, 2023, our pro
forma net tangible book value was approximately $954,914, or approximately $0.02 per share.
Since the price per share being offered in this offering is substantially higher
than the pro forma net tangible book value per common share, you will suffer substantial dilution with respect to the net tangible book
value of the shares you purchase in this offering. Based on the assumed public offering price of $5.00
per share being sold in this offering, which is the midpoint
of the estimated range of the public offering price shown on the cover page of this prospectus,
and our pro forma net tangible book value per share as of December 31, 2023, if
you purchase shares in this offering, you will suffer immediate and substantial dilution of $4.81
per share (or $4.79 per
share if the underwriters exercise the over-allotment option in full) with
respect to the net tangible book value of our common stock. See “Dilution” for a more detailed discussion
of the dilution you will incur if you purchase shares in this offering.
We are issuing a significant number
of shares of our common stock in this offering. We are also registering shares of common stock issuable upon exercise of the representatives’
warrants. The offering of so many shares may result in stock price volatility and cause the market price of our common stock to decline.
Furthermore, future issuances of our common stock or securities convertible into, or exercisable or exchangeable for,
our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding
common stock, could cause the market price of our common stock to decline and would result in the dilution of your holdings.
The issuance of a significant number of shares
in this offering and the registration of the shares underlying the representatives’ warrants, along with future issuances of our
common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements
that restrict the issuance of new common stock or the trading of outstanding common stock, could result in significant market volatility
and could cause the market price of our common stock to decline. We cannot predict the effect, if any, of the issuance of shares in this
offering and the registration of the shares underlying the representatives’ warrants, or of future issuances of our securities
or the future expirations of lock-up agreements, on the price of our common stock. In all events, future issuances of our common
stock would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or
the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of
our common stock. In connection with this offering, we and our directors,
officers, and stockholders holding more than 5% of our common stock as of the effective date of this prospectus have agreed not to sell,
transfer or dispose of any common stock for a period of six months from the date of the prospectus, subject to certain exceptions. See
“Underwriting.” In addition to any adverse effects
that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time
and without notice. If the restrictions under the lock-up agreements are waived, our common stock may become available for resale, subject
to applicable law, including without notice, which could reduce the market price for our common stock.
Rule 144 sales in the future may have a
depressive effect on our share price.
All of the outstanding common stock held by the
present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the
Securities Act of 1933, as amended, or the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act
and as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officer or director
who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a
number of shares that does not exceed the greater of 1.0% of a company’s outstanding common shares. There is no limitation on the
amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of
six months if our company is a current, reporting company under the Exchange Act. A sale under Rule 144 or under any other exemption from
the Securities Act, if available, or pursuant to subsequent registration of common stock of present stockholders, may have a depressive
effect upon the price of our common stock in any market that may develop.
Future issuances of debt securities, which
would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior
to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able
to achieve from an investment in our common stock.
In the future, we may attempt to increase our
capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect
to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders
of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over
holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue
debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors
beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of
our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return,
if any, they may be able to achieve from an investment in our common stock.
If our shares of common stock become subject
to the penny stock rules, it would become more difficult to trade our shares.
The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00,
other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation
systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange
or system. If we do not retain a listing on NYSE American or another national securities exchange and if the price of our common
stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction
in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.
In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules,
a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
(i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions
involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have
the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty
selling their shares.
If securities industry analysts do not publish
research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could
be negatively affected.
Any trading market for our common stock may be
influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never
obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price
and market trading volume of our common stock could be negatively affected. In the event we are covered by analysts, and one or more of
such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market
trading volume of our common stock could be negatively affected.
We are subject to ongoing public reporting
requirements that are less rigorous than for larger, more established companies, which could make our securities less attractive to investors
and may make it more difficult to compare our performance with other public companies.
We are a “smaller reporting company”
within the meaning of the Exchange Act. Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer
that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting
company and that had (i) a public float of less than $250 million or (ii) annual revenues of less than $100 million and either had no
public float or a public float of less than $700 million.
As a smaller reporting company, we will not be
required to, and may not, include a compensation discussion and analysis section in our proxy statements, and we will provide only two
years of financial statements. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers
that are not smaller reporting companies.
Because we will be subject to ongoing public reporting
requirements that are less rigorous than Exchange Act rules for companies that are not smaller reporting companies, our stockholders could
receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find
our common stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less
active trading or more volatility in the price of our common stock.
Anti-takeover provisions in our charter
documents and under Nevada law could make an acquisition of our company more difficult, and limit attempts by our stockholders to replace
or remove our current management.
Provisions in our amended and restated articles
of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control of our company or changes
in our management. As described above, our executive officers and directors are collectively able to exercise a significant portion of
our voting power. Furthermore, neither the holders of our common stock nor the holders of our preferred stock have cumulative voting rights
in the election of our directors. The combination of the present ownership by our management of a significant portion of our issued and
outstanding voting power and lack of cumulative voting makes it more difficult for other stockholders to replace our board of directors
or for a third party to obtain control of our company by replacing its board of directors.
In addition, our authorized but unissued shares
of common stock are available for our board of directors to issue without stockholder approval, subject to NYSE American’s rules.
We may use these additional shares for a variety of corporate purposes, including raising additional capital, corporate acquisitions
and employee stock plans. The existence of our authorized but unissued shares of common stock could render it more difficult or discourage
an attempt to obtain control of our company by means of a proxy context, tender offer, merger or other transaction since our board of
directors can issue large amounts of capital stock as part of a defense to a take-over challenge. In addition, we have authorized in
our amended and restated articles of incorporation 1,000,000,000 shares of preferred stock. Our board acting alone and without approval
of our stockholders, subject to NYSE American’s rules, can designate and issue one or more series of preferred stock containing
super-voting provisions, enhanced economic rights, rights to elect directors, or other dilutive features, that could be utilized as part
of a defense to a take-over challenge.
In addition, various provisions of our amended
and restated bylaws may also have an anti-takeover effect. These provisions may delay, defer or prevent a tender offer or takeover attempt
of our company that a stockholder might consider in his or her best interest, including attempts that might result in a premium over the
market price for the shares held by our stockholders. Our amended and restated bylaws may be adopted, amended or repealed only by our
board of directors. Our amended and restated bylaws also contain limitations as to who may call special meetings as well as require advance
notice of stockholder matters to be brought at a meeting. Additionally, our amended and restated bylaws also provide that no director
may be removed by less than a two-thirds vote of the issued and outstanding shares entitled to vote on the removal. Our amended and restated
bylaws also permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships.
These provisions will prevent a stockholder from increasing the size of our board of directors and gaining control of our board of directors
by filling the resulting vacancies with its own nominees.
Our amended and restated bylaws also establish
an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations
of persons for election to the board of directors. Stockholders at an annual meeting will only be able to consider proposals or nominations
specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder
who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given us timely
written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. Although our amended and
restated bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals
regarding other business to be conducted at a special or annual meeting, our amended and restated bylaws may have the effect of precluding
the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer
from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of our company.
These provisions may frustrate or prevent any
attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members
of our board of directors, which is responsible for appointing the members of our management.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus contains forward-looking statements
that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than
statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited
to, the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to
future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not
limited to, statements about:
| · | our ability to successfully identify and acquire additional businesses; |
| | |
| · | our ability to effectively integrate and operate the businesses that we acquire; |
| | |
| · | our expectations around the performance of our current businesses; |
| | |
| · | our ability to maintain our business model and improve our capital efficiency; |
| | |
| · | our ability to effectively manage the growth of our business; |
| | |
| · | our
ability to maintain profitability; |
| | |
| · | the competitive environment in which our businesses operate; |
| | |
| · | trends in the industries in which our businesses operate; |
| | |
| · | the regulatory environment in which our businesses operate under; |
| | |
| · | changes in general economic or business conditions or economic or demographic trends in the United States,
including changes in interest rates and inflation; |
| | |
| · | our ability to service and comply with the terms of indebtedness; |
| | |
| · | our ability to retain or replace qualified employees of our businesses; |
| | |
| · | labor disputes, strikes or other employee disputes or grievances; |
| | |
| · | casualties, condemnation or catastrophic failures with respect to any of our business’ facilities; |
| | |
| · | costs and effects of legal and administrative proceedings, settlements, investigations and claims; and |
| | |
| · | extraordinary or force majeure events affecting the business or operations of our businesses. |
In some cases, you can identify forward-looking
statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,”
“plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “project” or “continue” or the negative of these terms or other comparable terminology.
These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and
unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.
Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the
heading “Risk Factors” and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if
our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the
forward-looking statements. No forward-looking statement is a guarantee of future performance.
The forward-looking statements made in this prospectus
relate only to events or information as of the date on which the statements are made in this prospectus. Although we will become a public
company after this offering and have ongoing disclosure obligations under United States federal securities laws, we do not intend
to update or otherwise revise the forward-looking statements in this prospectus, whether as a result of new information, future events
or otherwise.
USE OF PROCEEDS
After deducting
the estimated underwriters’ discounts and commissions and offering expenses payable by us, we expect to receive net proceeds of
approximately $6,670,000 from this offering (or approximately $7,768,000 if the underwriters exercise the over-allotment option in full),
based on an assumed public offering price of $5.00 per share, which is the midpoint of the estimated offering range set forth on the
cover page of this prospectus.
We intend
to use the net proceeds from this offering for working capital and general corporate purposes, which could include future acquisitions.
As of the date of this prospectus, we have not entered into any agreements for such potential future acquisitions.
The foregoing represents our current intentions
to use and allocate the net proceeds of this offering based upon our present plans and business conditions. Our management, however, will
have broad discretion in the way that we use the net proceeds of this offering. Pending the final application of the net proceeds of this
offering, we intend to invest the net proceeds of this offering in short-term, interest-bearing, investment-grade securities. See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—Our management has broad discretion as to the use of the net proceeds from this offering.”
DIVIDEND POLICY
We have never declared or paid cash dividends
on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business
and do not anticipate paying any cash dividends in the near future. Any decision to declare and pay dividends in the future will be made
at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash
requirements, contractual restrictions, and other factors that our board of directors may deem relevant. In addition, our ability to pay
dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. See
also “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—We have no current plans to pay cash dividends on our common stock for the foreseeable future, and you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.”
CAPITALIZATION
The following table sets forth our capitalization
as of December 31, 2023:
| · | on an actual basis; |
| | |
| · | on
a pro forma basis to reflect (i) the issuance of an aggregate of 30,000 shares of common
stock to our independent directors; (ii) the issuance of 7,500 shares of common stock to
a service provider; (iii) the issuance of an aggregate of 37,104 shares of common stock in
connection with a settlement with Red Rock Travel Group, or Red Rock; (iv) the issuance of
1,222 shares of common stock upon the conversion of convertible promissory notes; (v) the
issuance of 17 shares of common stock due to the rounding of fractional shares in connection
with our recent reverse stock split; (vi) the issuance of 1,605,098 shares of common stock
upon the conversion of 802,549 shares of series B preferred stock, the issuance of 250,000
shares of common stock upon the conversion of 25 shares of series C preferred stock, the
issuance of 5,862,000 shares of common stock upon the conversion of 2,931,000 shares of series
I preferred stock and the issuance of 3,084,450 shares of common stock upon the conversion
of 1,542,225 shares of series J preferred stock; (vii) the issuance of 132,500 shares of
series I preferred stock; (viii) the cancellation of 2 shares of series C preferred stock;
and (ix) the conversion of all remaining shares of series B preferred stock, series
C preferred stock, series E preferred stock, series F-1 preferred stock, series I preferred
stock, series J preferred stock and series L preferred stock into an aggregate of approximately
28,221,566 shares of common stock, effective automatically on the date on which our common
stock begins trading on NYSE American;
and |
| | |
| · | on
a pro forma as adjusted basis to reflect (i) the sale of 1,600,000 shares of common stock
by us in this offering at an assumed price to the public of $5.00 per share, which is the
midpoint of the estimated offering range set forth on the cover page of this prospectus,
after deducting underwriting discounts and commissions and estimated offering expenses payable
by us (assuming no exercise of the over-allotment option), and (ii) the issuance of approximately
12,000 shares of common stock to Bevilacqua PLLC, our outside counsel, upon completion of
this offering. |
The as adjusted information below is illustrative
only and our capitalization following the completion of this offering is subject to adjustment based on the public offering price and
other terms of this offering determined at pricing. You should read this table together with our financial statements and the related
notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
| |
As
of December 31, 2023 | |
| |
Actual | | |
Pro
Forma | | |
As
Adjusted | |
Cash | |
$ | 866,943 | | |
$ | 866,943 | | |
$ | 7,536,943 | |
Long-term debt: | |
| | | |
| | | |
| | |
Notes payable | |
$ | 2,280,743 | | |
$ | 2,280,743 | | |
$ | 2,280,743 | |
Total long-term debt | |
| 2,280,743 | | |
| 2,280,743 | | |
| 2,280,743 | |
Mezzanine equity: | |
| | | |
| | | |
| | |
Series N Senior Convertible Preferred Stock,
$0.001 par value, 3,000,000 shares authorized, 868,056 shares issued and outstanding, actual, pro forma and as adjusted | |
| 3,891,439 | | |
| 3,891,439 | | |
| 3,891,439 | |
Series R Convertible Preferred Stock, $0.001
par value, 5,000 shares authorized, 165 shares issued and outstanding, actual, pro forma and as adjusted | |
| 307,980 | | |
| 307,980 | | |
| 307,980 | |
Series X Senior Convertible
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, 375,000 shares issued and outstanding, actual, pro forma and as adjusted | |
| 1,690,685 | | |
| 1,690,685 | | |
| 1,690,685 | |
Total mezzanine equity | |
| 5,890,104 | | |
| 5,890,104 | | |
| 5,890,104 | |
Stockholders’ equity: | |
| | | |
| | | |
| | |
Series B Preferred Stock, $0.001 par value,
3,000,000 shares authorized, 2,139,478 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and as
adjusted | |
| 8,537,912 | | |
| 0 | | |
| 0 | |
Series C Preferred Stock, $0.001 par value,
500 shares authorized, 123 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and as adjusted | |
| 488 | | |
| 0 | | |
| 0 | |
Series E Preferred Stock, $0.001 par value,
1,000,000 shares authorized, 155,750 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and as adjusted | |
| 623,000 | | |
| 0 | | |
| 0 | |
Series F-1 Preferred Stock, $0.001
par value, 50,000 shares authorized, 35,752 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and
as adjusted | |
| 143,008 | | |
| 0 | | |
| 0 | |
Series I Preferred Stock, $0.001 par value,
15,000,000 shares authorized, 14,885,000 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and as
adjusted | |
| 59,540,000 | | |
| 0 | | |
| 0 | |
Series J Preferred Stock, $0.001 par value,
2,000,000 shares authorized, 1,713,584 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and as
adjusted | |
| 6,854,336 | | |
| 0 | | |
| 0 | |
Series L Preferred Stock, $0.001 par value,
400,000 shares authorized, 319,493 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and as adjusted | |
| 1,277,972 | | |
| 0 | | |
| 0 | |
Common Stock, $0.001 par value, 7,500,000,000
shares authorized, 24,065 shares issued and outstanding, actual; 39,124,061 shares issued and outstanding, pro forma; and 40,736,061
shares issued and outstanding, as adjusted | |
| 1,804,799 | | |
| 39,124 | | |
| 40,736 | |
Additional paid-in capital | |
| (9,365,982 | ) | |
| 69,376,485 | | |
| 76,044,873 | |
Accumulated deficit | |
| (68,684,115 | ) | |
| (68,684,115 | ) | |
| (68,684,115 | ) |
Total stockholders’ equity | |
| 731,418 | | |
| 731,494 | | |
| 7,401,494 | |
Total capitalization | |
$ | 8,902,265 | | |
$ | 8,902,341 | | |
$ | 15,572,341 | |
The table above excludes the following shares:
| · | 2
shares of common stock issuable upon the conversion of our series A preferred stock upon
a transfer thereof; |
| | |
| · | shares
of common stock issuable upon the conversion of 868,056 shares of our series N senior convertible
preferred stock, which are convertible into a number of shares of common stock determined
by dividing the stated value ($4.00 per share), plus accrued, but unpaid, dividends thereon,
by a conversion price equal to $900 (subject to adjustments); |
| | |
| · | shares
of common stock issuable upon the conversion of 165 shares of our series R convertible preferred
stock, which are convertible into a number of shares of common stock determined by dividing
the stated value ($1,200 per share) by a conversion price equal to the lower of (i) $75 (subject
to adjustments) and (ii) the lowest volume weighted average price of our common stock
on our principal trading market during
the twenty (20) trading days immediately prior to the applicable conversion date; |
| | |
| · | shares
of common stock issuable upon the conversion of 375,000 shares of our series X senior convertible
preferred stock, which are convertible into a number of shares of common stock determined
by dividing the stated value ($4.00 per share), plus accrued, but unpaid, dividends thereon,
by a conversion price equal to the lower of (i) the lowest volume weighted average
price of our common stock on our principal trading market during
the five (5) trading days immediately prior to the applicable conversion date and (ii) the
price per share paid in any subsequent financing, including this offering; |
| | |
| · | 3,150
shares of common stock issuable upon the exercise of outstanding warrants at a weighted average
exercise price of $1,163 per share; |
| | |
| · | shares
of common stock that may be issued upon the exercise of outstanding warrants issued
to Leonite Capital LLC in connection with convertible promissory notes, which such warrants
are for a number of shares of common stock equal to two hundred percent (200%) of the number
of shares of common stock that would be issued upon full conversion of such notes, at exercise
prices ranging from $150 to $3,000; |
| · | up
to 80,000 shares of common stock issuable upon exercise of the representatives’ warrants
issued in connection with this offering (or 92,000 shares if the underwriters exercise the
over-allotment option in full); |
| | |
| · | shares
of common stock issuable upon the conversion of a consolidated senior secured convertible
promissory note in the principal amount of $3,245,165 issued to Leonite Capital LLC, which
is convertible into shares of common stock at a conversion price equal to the lower of (i)
the lowest volume weighted average price of our common stock during the five (5) trading
days immediately prior to the applicable conversion date and (ii) the price per share paid
in any subsequent financing, including this offering; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $36,604 issued to GHS Investments, LLC, which is convertible into shares of common
stock at a conversion price equal to 60% of the lowest trading price of our common stock
for the twenty (20) trading days immediately prior to the conversion date; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $340,000 issued to GHS Investments, LLC, which is convertible into shares of common
stock at a conversion price equal to the lower of the closing price on the issuance date
or the closing price on the day prior to such conversion; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $50,080 issued to Greentree Financial Group, Inc., which is convertible into shares
of common stock at a conversion price equal to the lower of $0.03 or 50% of the lowest closing
price of our common stock for the five (5) trading days immediately prior to the conversion
date; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $155,000 issued to Greentree Financial Group, Inc., which is convertible into shares
of common stock at a conversion price equal to the lower of $0.25 or 50% of the lowest closing
price of our common stock for the ten (10) trading days immediately prior to the conversion
date; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $5,000 issued to Alex Cunningham, our Chief Executive Officer, which is convertible
into shares of common stock at a conversion price equal to 80% of the lowest closing price
of our common stock for the five (5) trading days immediately prior to the conversion date;
and |
| | |
| · | 2,000,000
shares of common stock that are reserved for issuance under our 2024 Equity Incentive Plan. |
DILUTION
If you invest in our common stock in this offering,
your ownership will be diluted immediately to the extent of the difference between the public offering price per share and the as adjusted
net tangible book value per share of common stock immediately after this offering. Dilution in net tangible book value per share to new
investors is the amount by which the offering price paid by the purchasers of the shares sold in this offering exceeds the pro forma as
adjusted net tangible book value per share after this offering. Net tangible book value per share is determined at any date by subtracting
our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of common stock
deemed to be outstanding at that date.
As
of December 31, 2023, our net tangible book value was approximately $954,914,
or approximately $39.68 per share. After giving effect to (i) the issuance of an aggregate of 30,000 shares of common stock to our independent
directors; (ii) the issuance of 7,500 shares of common stock to a service provider; (iii) the issuance of an aggregate of 37,104 shares
of common stock in connection with a settlement with Red Rock; (iv) the issuance of 1,222 shares of common stock upon the conversion
of convertible promissory notes; (v) the issuance of 17 shares of common stock due to the rounding of fractional shares in connection
with our recent reverse stock split; (vi) the issuance of 1,605,098 shares of common stock upon the conversion of 802,549 shares of series
B preferred stock, the issuance of 250,000 shares of common stock upon the conversion of 25 shares of series C preferred stock, the issuance
of 5,862,000 shares of common stock upon the conversion of 2,931,000 shares of series I preferred stock and the issuance of 3,084,450
shares of common stock upon the conversion of 1,542,225 shares of series J preferred stock; (vii) the issuance of 132,500 shares of series
I preferred stock; (viii) the cancellation of 2 shares of series C preferred stock; and (ix) the conversion of all remaining shares
of series B preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series I preferred stock,
series J preferred stock and series L preferred stock into an aggregate of approximately 28,221,566 shares of common stock, effective
automatically on the date on which our common stock begins trading on NYSE American,
the pro forma net tangible book value (deficit) of our common stock as of December 31, 2023 is approximately $954,914,
or approximately $0.02 per share.
After
giving effect to (i) our sale of 1,600,000 shares of common stock in this offering at an assumed public offering price of $5.00 per share,
which is the midpoint of the estimated range of the public offering price shown on the cover page of this prospectus, after deducting
the underwriting discounts and commissions and estimated offering expenses, and (ii) the issuance of approximately 12,000 shares of common
stock to Bevilacqua PLLC, our outside counsel, upon completion of this offering, our pro forma as adjusted net tangible book value as
of December 31, 2023 would have been approximately $7,624,914, or approximately $0.19 per share. This amount represents an immediate
increase in net tangible book value of $0.17 per share to existing stockholders and an immediate dilution in net tangible book value
of $4.81 per share to purchasers of our shares in this offering, as illustrated in the following table.
Assumed public offering price per share |
|
|
|
|
|
$ |
5.00 |
|
Historical net tangible book value per share
as of December 31, 2023 |
|
$ |
39.68 |
|
|
|
|
|
Decrease per share attributable to the pro forma adjustments described above |
|
|
(39.66 |
) |
|
|
|
|
Pro forma net tangible book value per share as
of December 31, 2023 |
|
|
0.02 |
|
|
|
|
|
Increase in pro forma as adjusted net tangible book value per share attributable to new investors purchasing shares in this offering |
|
|
0.17
|
|
|
|
|
|
Pro forma as adjusted net tangible book value per share after this offering |
|
|
|
|
|
|
0.19 |
|
Dilution per share to new investors purchasing shares in this offering |
|
|
|
|
|
$ |
4.81 |
|
If the underwriters
exercise their over-allotment option in full, the pro forma as adjusted net tangible book value would be $0.21 per share, and the dilution
in net tangible book value per share to new investors purchasing shares in this offering would be $4.79 per share.
The discussion and table above exclude the following
shares:
| · | 2
shares of common stock issuable upon the conversion of our series A preferred stock upon
a transfer thereof; |
| | |
| · | shares
of common stock issuable upon the conversion of 868,056 shares of our series N senior convertible
preferred stock, which are convertible into a number of shares of common stock determined
by dividing the stated value ($4.00 per share), plus accrued, but unpaid, dividends thereon,
by a conversion price equal to $900 (subject to adjustments); |
| | |
| · | shares
of common stock issuable upon the conversion of 165 shares of our series R convertible preferred
stock, which are convertible into a number of shares of common stock determined by dividing
the stated value ($1,200 per share) by a conversion price equal to the lower of (i) $75 (subject
to adjustments) and (ii) the lowest volume weighted average price of our common stock
on our principal trading market during
the twenty (20) trading days immediately prior to the applicable conversion date; |
| · | shares
of common stock issuable upon the conversion of 375,000 shares of our series X senior convertible
preferred stock, which are convertible into a number of shares of common stock determined
by dividing the stated value ($4.00 per share), plus accrued, but unpaid, dividends thereon,
by a conversion price equal to the lower of (i) the lowest volume weighted average
price of our common stock on our principal trading market during
the five (5) trading days immediately prior to the applicable conversion date and (ii) the
price per share paid in any subsequent financing, including this offering; |
| | |
| · | 3,150
shares of common stock issuable upon the exercise of outstanding warrants at a weighted average
exercise price of $1,163 per share; |
| | |
| · | shares
of common stock that may be issued upon the exercise of outstanding warrants issued
to Leonite Capital LLC in connection with convertible promissory notes, which such warrants
are for a number of shares of common stock equal to two hundred percent (200%) of the number
of shares of common stock that would be issued upon full conversion of such notes, at exercise
prices ranging from $150 to $3,000; |
| | |
| · | up
to 80,000 shares of common stock issuable upon exercise of the representatives’ warrants
issued in connection with this offering (or 92,000 shares if the underwriters exercise the
over-allotment option in full); |
| | |
| · | shares
of common stock issuable upon the conversion of a consolidated senior secured convertible
promissory note in the principal amount of $3,245,165 issued to Leonite Capital LLC, which
is convertible into shares of common stock at a conversion price equal to the lower of (i)
the lowest volume weighted average price of our common stock during the five (5) trading
days immediately prior to the applicable conversion date and (ii) the price per share paid
in any subsequent financing, including this offering; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $36,604 issued to GHS Investments, LLC, which is convertible into shares of common
stock at a conversion price equal to 60% of the lowest trading price of our common stock
for the twenty (20) trading days immediately prior to the conversion date; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $340,000 issued to GHS Investments, LLC, which is convertible into shares of common
stock at a conversion price equal to the lower of the closing price on the issuance date
or the closing price on the day prior to such conversion; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $50,080 issued to Greentree Financial Group, Inc., which is convertible into shares
of common stock at a conversion price equal to the lower of $0.03 or 50% of the lowest closing
price of our common stock for the five (5) trading days immediately prior to the conversion
date; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $155,000 issued to Greentree Financial Group, Inc., which is convertible into shares
of common stock at a conversion price equal to the lower of $0.25 or 50% of the lowest closing
price of our common stock for the ten (10) trading days immediately prior to the conversion
date; |
| | |
| · | shares
of common stock issuable upon the conversion of a convertible promissory note in the principal
amount of $5,000 issued to Alex Cunningham, our Chief Executive Officer, which is convertible
into shares of common stock at a conversion price equal to 80% of the lowest closing price
of our common stock for the five (5) trading days immediately prior to the conversion date;
and |
| | |
| · | 2,000,000
shares of common stock that are reserved for issuance under our 2024 Equity Incentive Plan. |
MARKET PRICE OF COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is currently quoted on the OTC
Pink Market under the symbol “CDIX.” In connection with this offering, we intend to apply for the listing of our common stock
on NYSE American under the symbol “CDIX.” The closing of this offering is contingent upon our uplisting to NYSE American.
The following table sets forth, for the periods
indicated, the high and low closing prices of our common stock (after adjustment for the 1-for-75,000 reverse stock split effected on
January 9, 2024). These prices reflect inter-dealer prices, without retain mark-up or commission, and may not represent actual transactions.
| |
| Closing
Prices | |
| |
| High | | |
| Low | |
| |
| | | |
| | |
Fiscal Year Ended December
31, 2022 | |
| | | |
| | |
1st Quarter | |
$ | 375.00 | | |
$ | 7.50 | |
2nd Quarter | |
| 15.00 | | |
| 15.00 | |
3rd Quarter | |
| 375.00 | | |
| 15.00 | |
4th Quarter | |
| 217.50 | | |
| 22.50 | |
| |
| | | |
| | |
Fiscal Year Ended December
31, 2023 | |
| | | |
| | |
1st Quarter | |
| 412.50 | | |
| 15.00 | |
2nd Quarter | |
| 75.00 | | |
| 7.50 | |
3rd Quarter | |
| 60.00 | | |
| 7.50 | |
4th Quarter | |
| 105.00 | | |
| 7.50 | |
| |
| | | |
| | |
Fiscal Year Ended December
31, 2024 | |
| | | |
| | |
1st Quarter | |
| 22.50 | | |
| 1.50 | |
2nd Quarter (through April 3, 2024) | |
| 6.50 | | |
| 6.50 | |
Number of Holders of our Common Shares
As of April 3, 2024, there were approximately
892 stockholders of record of our common stock. In computing the number of holders of record of our common stock, each broker-dealer
and clearing corporation holding shares on behalf of its customers is counted as a single stockholder.
Securities Authorized for Issuance Under Equity
Compensation Plans
As of December 31, 2023, we did not have in effect
any compensation plans under which our equity securities were authorized for issuance. See “Executive Compensation”
for a description of our 2024 Equity Incentive Plan adopted in January 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis summarizes
the significant factors affecting our operating results, financial condition, liquidity and cash flows of our company as of and for the
periods presented below. The following discussion and analysis should be read in conjunction with the financial statements and the related
notes thereto included elsewhere in this prospectus. The discussion contains forward-looking statements that are based on the beliefs
of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially
from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere
in this prospectus, particularly in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
Overview
We are an acquisition holding company focused
on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership
to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for our stockholders.
Specifically, our primary focus will continue to be to maximize organic growth by deploying increased working capital to expand utilization
at our eleven current healthcare facilities. We additionally expect to open additional locations and may look at select synergistic acquisitions
in the healthcare sector. In terms of growth stages and capital structures, we intend to focus our portfolio of subsidiaries approximately
as follows: 80% will be targeted to established profitable niche small to mid-sized healthcare companies and 20% will be targeted to second
stage startups in healthcare (emerging businesses with a strong organic growth plan that is materially cash generative).
All of our operations are conducted through, and
our income derived from, our various subsidiaries. As of December 31, 2023, we operate the following businesses through our wholly owned
subsidiaries.
| · | Healthcare Business. Nova, which we acquired May 31, 2021, operates a group of
regional primary specialty and ancillary care facilities throughout Florida that provide traumatic injury victims with primary care
evaluations, interventional pain management, and specialty consultation services. We focus on plaintiff related care and are a
highly efficient provider of EMC assessments. We provide a full range of diagnostic and surgical services for injuries and disorders
of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and nerves. From sports injuries, to sprains,
strains, and fractures, our doctors are dedicated to helping patients return to active lifestyles. |
| | |
| · | Real Estate Business.
Edge View, which we acquired on July 16, 2014, is a real estate company that owns five (5)
acres zoned medium density residential (MDR) with 12 lots already platted; six (6) acres
zoned high-density residential (HDR) that can be platted in various configurations to meet
current housing needs; and twelve (12) acres zoned in Lemhi County as Agriculture that is
available for further annexation into the City of Salmon for development, as well as a common
area for landowners to view wildlife, provide access to the Salmon River and fishing in a
two (2) acre pond. Management has invested years working to develop a new and exciting housing
development in Salmon, Idaho, and plans to enter into a joint venture agreement with a developer
for this planned concept development. |
Segments
As
of December 31, 2023, we had two reportable operating segments as determined by management
using the “management approach” as defined by the authoritative guidance on Disclosures
about Segments of an Enterprise and Related Information.
| (1) | Healthcare (Nova) |
| (2) | Real Estate (Edge View) |
These segments are a result of differences in
the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting,
human resources, legal and credit and collections, are partially allocated to the three operating segments. Other revenue consists of
nonrecurring items.
The healthcare segment provides a full range of
diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments,
and nerves.
The real estate segment consists of Edge View,
a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned
high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres
zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common
area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.
Management uses numerous tools and methods
to evaluate and measure our subsidiaries’ success. To help succeed, management retains the prior owners of the subsidiaries and
allows them to do what they do best is run the business. Additionally, management monitors key metrics primarily revenues and net income
from operations.
Discontinued Operations
On November 10, 2023, we sold Platinum Tax,
which was a full-service tax resolution firm located in Los Angeles, California. Through this subsidiary we provided fee-based tax resolution
services to individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding tax debts.
As part of the asset purchase agreement between us and the purchaser, the assets that were purchased included substantially all assets,
rights, interests, and licenses, except for bank accounts in place prior to the sale, for the purchase consideration of 15% of cash collected
by the purchaser within one year following the sale date.
We and the managers of AHI entered into a resignation,
release and buyback agreement and addendum, effective October 31, 2022, pursuant to which the managers purchased AHI in exchange for returning
175,045 shares of series F preferred stock. There was a loss on disposal in the amount of $217,769 on October 31, 2022, which represented
net assets and liabilities at the time of sale back.
Results of Operations
Comparison of Years Ended December 31,
2023 and 2022
The following table sets forth key components
of our results of operations during the years ended December 31, 2023 and 2022, both in dollars and as a percentage of our revenue.
|
|
December 31, 2023 |
|
|
December 31, 2022 |
|
|
|
Amount |
|
|
% of
Revenue
|
|
|
Amount |
|
|
% of
Revenue
|
|
Total revenue |
|
$ |
11,853,266 |
|
|
|
100.00 |
% |
|
$ |
10,693,196 |
|
|
|
100.00 |
% |
Total cost of sales |
|
|
3,560,624 |
|
|
|
30.04 |
% |
|
|
4,060,034 |
|
|
|
37.97 |
% |
Gross profit |
|
|
8,292,642 |
|
|
|
69.96 |
% |
|
|
6,633,162 |
|
|
|
62.03 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense |
|
|
20,777 |
|
|
|
0.18 |
% |
|
|
23,132 |
|
|
|
0.22 |
% |
Selling, general and administrative |
|
|
3,076,820 |
|
|
|
25.96 |
% |
|
|
2,703,141 |
|
|
|
25.28 |
% |
Total operating expenses |
|
|
3,097,597 |
|
|
|
26.13 |
% |
|
|
2,726,273 |
|
|
|
25.50 |
% |
Income from continuing operations |
|
|
5,195,045 |
|
|
|
43.83 |
% |
|
|
3,906,889 |
|
|
|
36.54 |
% |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
(49,795 |
) |
|
|
(0.42 |
)% |
|
|
150,250 |
|
|
|
1.41 |
% |
Gain on debt refinance and forgiveness |
|
|
115,448 |
|
|
|
0.97 |
% |
|
|
1,397,271 |
|
|
|
13.07 |
% |
Penalties and fees |
|
|
(53,000 |
) |
|
|
(0.45 |
)% |
|
|
(2,063,916 |
) |
|
|
(19.30 |
)% |
Interest expense |
|
|
(1,956,266 |
) |
|
|
(16.50 |
)% |
|
|
(6,387,309 |
) |
|
|
(59.73 |
)% |
Amortization of debt discounts |
|
|
(136,518 |
) |
|
|
(1.15 |
)% |
|
|
(253,823 |
) |
|
|
(2.37 |
)% |
Total other income expense |
|
|
(2,080,131 |
) |
|
|
(17.55 |
)% |
|
|
(7,157,527 |
) |
|
|
(66.94 |
)% |
Net income (loss) before discontinued operations |
|
|
3,114,914 |
|
|
|
26.28 |
% |
|
|
(3,250,638 |
) |
|
|
(30.40 |
)% |
Loss from discontinued operations |
|
|
– |
|
|
|
– |
|
|
|
(2,178,883 |
) |
|
|
(20.38 |
)% |
Loss from disposal of discontinued operations |
|
|
(86,520 |
) |
|
|
(0.73 |
)% |
|
|
– |
|
|
|
– |
|
Net income (loss) |
|
$ |
3,028,394 |
|
|
|
25.55 |
% |
|
$ |
(5,429,521 |
) |
|
|
(50.78 |
)% |
Revenue. For the years ended
December 31, 2023 and 2022, all of our revenue was generated by our healthcare segment, which generates revenue through a full range
of diagnostic and surgical services. Our total revenue increased by $1,160,070, or 10.85%, to $11,853,266 for the year ended December
31, 2023 from $10,693,196 for the year ended December 31, 2022. Such increase was primarily due to increased
Personal Injury Protection (PIP) services and the opening of a facility in the Healthcare segment.
Cost of sales. Consists of surgical
center and laboratory fees, physician and professional fees, salaries and wages and medical supplies. Our total cost of sales decreased
by $499,410, or 12.30%, to $3,560,624 for the year ended December 31, 2023 from $4,060,034 for the year ended December 31, 2022. Such
decrease was primarily due to a decrease in surgical contracted services and laboratory fees.
Gross profit. As a result of
the foregoing, our total gross profit increased by $1,659,480, or 25.02%, to $8,292,642 for the year ended December 31, 2023 from $6,633,162
for the year ended December 31, 2022. Our total gross margin (percent of revenue) increased from 62.03% for the year ended December 31,
2022 to 69.96% for the year ended December 31, 2023.
Depreciation expense. Our depreciation
expense was $20,777, or 0.18% of revenue, for the year ended December 31, 2023, as compared to $23,132, or 0.22% of revenue, for the
year ended December 31, 2022. The decrease in depreciation expense was due to certain assets becoming fully depreciated during the years
ended December 31, 2023 and 2022.
Selling, general and administrative
expenses. Our selling, general and administrative expenses consist primarily of accounting, auditing, legal and public reporting
expenses, personnel expenses, including employee salaries and bonuses plus related payroll taxes, advertising expenses, professional
advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. Our selling, general
and administrative expenses increased by $373,679, or 13.82%, to $3,076,820 for the year ended December 31, 2023 from $2,703,141 for
the year ended December 31, 2022. As a percentage of revenue, our selling, general and administrative expenses were 25.96% and 25.28%
for the years ended December 31, 2023 and 2022, respectively. Increases were attributable to credit losses of $132,281, professional
fees of $167,155, and management bonus of $100,000.
Total other expense. We had
$2,080,131 in total other expense, net, for the year ended December 31, 2023, as compared to other expense, net, of $7,157,527 for the
year ended December 31, 2022. Other expense, net, for the year ended December 31, 2023 consisted of interest expense of $1,956,266, amortization
of debt discounts of $136,518, financing penalties and fees of $53,000 and other expense of $49,795, offset by a gain on debt refinance
and forgiveness of $115,448. Other expense, net, for the year ended December 31, 2022 consisted of interest expense of $6,387,309, financing
penalties and fees of $2,063,916 and amortization of debt discounts of $253,823, offset by a gain on forgiveness of debt of $1,397,271
and other income of $150,250.
Discontinued operations. For
the year ended December 31, 2023, we recorded a loss from disposal of discontinued operations of $86,520. For the year ended December
31, 2022, we recorded a loss from discontinued operations of $2,178,883.
Net income (loss). As a result
of the cumulative effect of the factors described above, our net income was $3,028,394 for the year ended December 31, 2023, as compared
to a net loss of $5,429,521 for the year ended December 31, 2022, a net increase of $8,457,915, or 155.78%.
Liquidity and Capital Resources
As of December 31, 2023, we
had $866,943 in cash. To date, we have financed our operations primarily through revenue generated from operations, sales of securities,
advances from stockholders and third-party and related party debt.
We believe, based on our operating plan, that
current working capital and current and expected additional financing should be sufficient to fund operations and satisfy our obligations
as they come due for at least one year from the financial statement issuance date. However, additional
funds from new financing and/or future equity raises are required for continued operations and to execute our business plan and our strategy
of acquiring additional businesses. The funds required to sustain operations ranges between
$600,000 to $1 million and additional funds execute our business plan will depend on the size, capital structure and purchase price consideration
that the seller of a target business deems acceptable in a given transaction. The amount of funds needed to execute our business plan
also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of
seller notes or our equity or equity in one of our subsidiaries. Given these factors, we believe that the amount of outside additional
capital necessary to execute our business plan on the low end (assuming target company sellers accept a significant portion of the purchase
price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between $4 million to $8 million. If, and
to the extent, that sellers are unwilling to accept a significant portion of the purchase price in seller notes and equity, then the
cash required to execute our business plan could be as much as $10 million.
We intend to raise capital for additional
acquisitions primarily through equity and debt financings. The sale of additional equity securities could result in dilution to our stockholders.
The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial
covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. There
is no guarantee that we will be able to acquire additional businesses under the terms outlined above.
The financial statements were prepared on
a going concern basis and do not include any adjustment with respect to these uncertainties.
Summary of Cash Flow
The following table provides detailed information
about our net cash flow for all financial statement periods presented in this prospectus.
| |
Years Ended December 31, | |
| |
2023 | | |
2022 | |
Net cash used in operating activities from continuing operations | |
$ | (1,807,987 | ) | |
$ | (1,099,461 | ) |
Net cash provided by financing activities | |
| 2,369,325 | | |
| 788,794 | |
Net change in cash | |
| 647,858 | | |
| (361,883 | ) |
Cash and cash equivalents at beginning of year | |
| 219,085 | | |
| 580,968 | |
Cash and cash equivalents at end of year | |
$ | 866,943 | | |
$ | 219,085 | |
Our net cash used in operating activities
from continuing operations was $1,807,987 for the year ended December 31, 2023, as compared to $1,099,461 for the year ended December
31, 2022. For the year ended December 31, 2023, our net income of $3,028,394, an increase in accrued officers’ compensation of
$982,500, an increase in accrued interest of $486,165, and an increase in accounts payable and accrued expense of $341,261, offset by
an increase in account receivable of $6,701,334, were the primary drivers of our net cash used in operating activities. For the year
ended December 31, 2022, our net loss of $5,429,521 and a gain on refinance of debt of $1,397,271, offset by goodwill impairment of $2,092,048,
a loss on finance penalties and fees of $2,063,916 and an increase in accrued officers’ compensation of $873,506, were the primary
drivers for the cash used in operations.
We had no investing activities for the years
ended December 31, 2023 and 2022.
Our net cash provided by financing activities
was $2,369,325 for the year ended December 31, 2023, as compared to $788,794 for the year ended December 31, 2022. Net cash provided
by financing activities for the year ended December 31, 2023 consisted of net proceeds from the line of credit of $2,164,338 and proceeds
from convertible notes payable of $421,375, offset by repayment of convertible notes payable of $175,000, repayment of line of credit
of $39,293 and repayments to directors and officers of $2,195. Net cash provided by financing activities for the year ended December
31, 2022 consisted of proceeds from convertible notes payable of $879,083 and proceeds from preferred stock issuances of $25,000, offset
by dividends on preferred stock of $102,740, repayment of convertible notes payable of $5,908, repayments to directors and officers of
$3,573 and repayment of the SBA loan described below of $3,068.
Convertible Notes
As of December 31, 2023, we had convertible
debt outstanding net of amortized debt discount of $3,807,030. During the year ending December 31, 2023, we received net proceeds of
$421,375 from convertible notes, repaid $175,000 and wrote off $12,406 to convertible noteholders.
The following is a schedule of convertible
notes payable outstanding as of December 31, 2023:
Note # |
|
Issuance
Date
|
|
Maturity
Date
|
|
Principal
Balance
|
|
|
Accrued
Interest
|
|
|
Unamortized Debt
Discount
|
|
9 |
|
09/12/2016 |
|
09/12/2017 |
|
$ |
50,080 |
|
|
$ |
5,581 |
|
|
$ |
– |
|
10 |
|
01/24/2017 |
|
01/24/2018 |
|
|
55,000 |
|
|
|
80,875 |
|
|
|
– |
|
10-1 |
|
02/10/2023 |
|
02/10/2024 |
|
|
50,000 |
|
|
|
6,658 |
|
|
|
– |
|
10-2 |
|
03/30/2023 |
|
03/30/2024 |
|
|
25,000 |
|
|
|
2,836 |
|
|
|
– |
|
10-3 |
|
08/11/2023 |
|
08/11/2024 |
|
|
25,000 |
|
|
|
1,469 |
|
|
|
– |
|
29-2 |
|
11/08/2019 |
|
11/08/2020 |
|
|
36,604 |
|
|
|
10,109 |
|
|
|
– |
|
31 |
|
08/28/2019 |
|
08/28/2020 |
|
|
– |
|
|
|
8,385 |
|
|
|
– |
|
37-1 |
|
09/03/2020 |
|
06/30/2021 |
|
|
113,667 |
|
|
|
64,929 |
|
|
|
– |
|
37-2 |
|
11/02/2020 |
|
08/31/2021 |
|
|
113,167 |
|
|
|
63,594 |
|
|
|
– |
|
37-3 |
|
12/29/2020 |
|
09/30/2021 |
|
|
113,166 |
|
|
|
62,558 |
|
|
|
– |
|
40-1 |
|
09/22/2022 |
|
09/22/2024 |
|
|
2,600,000 |
|
|
|
252,665 |
|
|
|
– |
|
40-2 |
|
11/04/2022 |
|
09/22/2024 |
|
|
68,667 |
|
|
|
7,939 |
|
|
|
– |
|
40-3 |
|
11/28/2022 |
|
09/22/2024 |
|
|
68,667 |
|
|
|
7,506 |
|
|
|
– |
|
40-4 |
|
12/21/2022 |
|
09/22/2024 |
|
|
68,667 |
|
|
|
7,054 |
|
|
|
– |
|
40-5 |
|
01/24/2023 |
|
09/22/2024 |
|
|
90,166 |
|
|
|
8,284 |
|
|
|
– |
|
40-6 |
|
03/21/2023 |
|
03/21/2024 |
|
|
139,166 |
|
|
|
10,671 |
|
|
|
– |
|
40-7 |
|
06/05/2023 |
|
06/05/2024 |
|
|
139,166 |
|
|
|
7,826 |
|
|
|
15,671 |
|
40-8 |
|
06/13/2023 |
|
06/13/2024 |
|
|
21,167 |
|
|
|
1,127 |
|
|
|
2,321 |
|
40-9 |
|
07/19/2023 |
|
07/19/2024 |
|
|
35,500 |
|
|
|
1,605 |
|
|
|
4,863 |
|
40-10 |
|
07/24/2023 |
|
07/24/2024 |
|
|
14,000 |
|
|
|
614 |
|
|
|
1,965 |
|
41 |
|
08/25/2023 |
|
08/25/2024 |
|
|
5,000 |
|
|
|
175 |
|
|
|
– |
|
|
|
|
|
|
|
$ |
3,831,850 |
|
|
$ |
612,460 |
|
|
$ |
24,820 |
|
Note 9. On September 12, 2016, we issued
a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on September 12, 2017. Note 9 is
currently in default and accrues at a default interest rate of 20% per annum.
Note 10, 10-1, 10-2 and 10-3. On January
24, 2017, we issued a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on January
24, 2018. Note 10 is currently in default and accrues interest at a default interest rate of 20% per annum. On February 10, 2023, we
executed a second tranche under this note in the principal amount of $50,000 (Note 10-1). On March 30, 2023, we executed a third tranche
under this note in the principal amount of $25,000 (Note 10-2). On August 11, 2023, we executed a fourth tranche under this note in the
principal amount of $25,000 (Note 10-3). Notes 10-1, 10-2 and 10-3 accrue interest at a rate of 15% per annum.
Note 29-2. On May 10, 2019, we issued
a convertible promissory note in the principal amount of $150,000. On November 8, 2019, this note (Note 29) was purchased by and assigned
to an unrelated party. The amount assigned was the existing principal amount of $150,000 and accrued interest of $5,918, which was issued
as Note 29-1, plus a new convertible promissory note in the principal amount of $62,367, which was issued as Note 29-2. Note 29-2 is
currently in default and accrues interest at a default interest rate of 24% per annum.
Note 31. On August 28, 2019, we issued
a convertible promissory note in the principal amount of $120,000, which matured on August 28, 2020. The note is currently in default
and accrues interest at a default interest rate of 24% per annum. There was no outstanding principal balance as of December 31, 2023.
Notes 37-1, 37-2 and 37-3. On September
3, 2020, we issued a convertible promissory note in the principal amount of $200,000, with original issue discount of $50,000, which
could be drawn in several tranches. On September 3, 2020, we executed the first tranche in the principal amount of $67,000, less original
issue discount of $17,000, which matured on June 30, 2021 (Note 37-1). On November 2, 2020, we executed the second tranche in the principal
amount of $66,500, less original issue discount of $16,500, which matured on August 31, 2021 (Note 37-2). On December 29, 2020, we executed
the third tranche in the principal amount of $66,500, less original issue discount of $16,500, which matured on September 30, 2021 (Note
37-3). Notes 37-1, 37-2 and 27-3 are currently in default and accrue interest at a default interest rate of 18% per annum.
Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6,
40-7, 40-8, 40-9 and 40-10. On September 22, 2022, we issued a convertible promissory note in the principal amount of $2,600,000
in exchange for total of $4,791,099 of defaulted promissory notes balances (Note 40-1). On November 4, 2022, we executed a second tranche
under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-2). On November 28, 2022,
we executed the third tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667
(Note 40-3). On December 21, 2022, we executed a fourth tranche under this note in the principal amount of $68,667, less an original
issue discount and fee of $18,667 (Note 40-4). On January 24, 2023, we executed a fifth tranche under this note in the principal amount
of $90,166, less an original issue discount and fee of $25,166 (Note 40-5). On March 21, 2023, we executed a sixth tranche under this
note in the principal amount of $136,666, less an original issue discount and fee of $39,166 (Note 40-6). On June 5, 2023, we executed
a seventh tranche under this note in the principal amount of $136,667, less original issue discount and fee of $39,167 (Note 40-7). On
June 13, 2023, we executed an eighth tranche under this note in the principal amount of $21,167, less original issue discount and fee
of $5,167 (Note 40-8). On July 19, 2023, we executed a ninth tranche under this note in the principal amount of $35,500, less an original
issue discount and fee of $8,875 (Note 40-9). On July 24, 2023, we executed a tenth tranche under this note in the principal amount of
$14,000, less an original issue discount and fee of $3,500 (Note 40-10). On December 1, 2023, we executed amendment on Notes series 40
consolidated senior secured convertible promissory note to extend the expired tranche note 40-1 through 40-5 due date to September 20,
2024. All of the Note 40 tranches mature in one year from the note issuance date and accrue interest at a rate of 10% per annum.
Note 41. On August 25, 2023, we issued
a twelve-month convertible promissory note in the principal amount of $5,000 to our Chief Executive Officer for our operating expenses.
The rate of interest is 10% per annum.
Small Business Administration Loans
On June 2, 2020, we obtained a loan from the
Small Business Administration of $150,000 at an interest rate of 3.75% with a maturity date of June 2, 2050. The principal balance and
accrued interest at December 31, 2023 was $149,655 and $956, respectively. The principal balance and accrued interest at December 31,
2022 was $144,609 and $5,723, respectively.
Debenture
On March 12, 2009, we issued a debenture in
the principal amount of $20,000. The debenture bore interest at 12% per year and matured on September 12, 2009. The balance of the debenture
was $10,989 at December 31, 2023 and the accrued interest was $7,547. The principal balance and accrued interest at December 31, 2022
was $10,989 and $6,229, respectively. We assigned all of our receivables from consumer activations of the rewards program as collateral
on this debenture.
Line of Credit
On September 29, 2023, our company and Nova
entered into a two-year revolving purchase and security agreement with DML HC Series, LLC to sell, with recourse, Nova’s accounts
receivables for a revolving financing up to a maximum advance amount of $4.5 million. As of December 31, 2023, we had $2,120,100
outstanding balance against the revolving receivable line of credit. The revolving purchase and security agreement includes discounts
recorded as interest expense on each funding and matures on September 29, 2025.
Related Party Loans
In connection with the acquisition of Edge View
on July 16, 2014, we assumed amounts due to previous owners who are current managers of Edge View. These amounts are due on demand and
do not bear interest. The balance of these amounts are $4,979 as of December 31, 2023 and 2022.
We have obtained short-term advances from the
Chairman of the Board that are non-interest bearing and due on demand. As of December 31, 2023 and 2022, we owed the Chairman
$120,997 and $123,192, respectively.
Contractual Obligations
Our principal commitments consist mostly of obligations
under the loans described above and the operating leases described under “Business—Facilities.”
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
The following discussion relates to critical accounting
policies for our consolidated company. The preparation of financial statements in conformity with GAAP requires our management to make
assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments
and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements.
These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting
policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s
difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently
uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance
to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s
current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in
the preparation of our financial statements:
Revenue Recognition. Our primary
source of revenue is our healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures.
Revenue is recognized at a point in time in accordance with Accounting Standards Codification, or ASC, 606. Our healthcare subsidiary
does not have contract liabilities or deferred revenue as there are no amounts prepaid for services. We apply the following five-step
ASC 606 model to determine revenue recognition:
| · | identification of a contract with a customer; |
| · | identification of the performance obligations in the contact; |
| · | determination of the transaction price; |
| · | allocation of the transaction price to the separate performance obligations; and |
| · | recognition of revenue when performance obligations are satisfied. |
We apply the five-step model when it is probable
that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer.
At contract inception and once the contract is determined to be within the scope of ASC 606, we assess services promised within each contract
and determine those that are a performance obligation and assesses whether each promised service is distinct.
Our contracts for both our contract and service
fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual services
is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction
price is allocated to this single performance obligation.
Accordingly, we recognize revenues (net) when
the patient receives orthopedic care services. Our patient service contracts generally have performance obligations which are satisfied
at a point in time. The performance obligation is for onsite or off-site care provided. Patient service contracts are generally fixed-price,
and the transaction price is in the contract. Revenue is recognized when obligations under the terms of the contract with our patients
are satisfied; generally, at the time of patient care.
Established billing rates are not the same as
actual amounts recovered for our healthcare subsidiary. They generally do not reflect what we are ultimately paid by the customer,
insurance carriers and other payors, and therefore are not reported in the consolidated financial statements at that rate. We
are typically paid amounts based on established charges per procedure with guidance from the annually updated Current Procedural Terminology,
or CPT, guidelines (a code set maintained by the American Medical Association through the CPT Editorial Panel), that designates relative
value units and a suggested range of charges for each procedure which is then assigned a CPT code.
This fee is discounted to reflect the percentage
paid to us “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay, and contractual
adjustments which are deducted from the calculated fee. The net revenue is recorded at the time the services are rendered.
Contract Fees (Non-PIP)
We have contract fees for amounts earned from
our non-personal injury protection, or PIP, related procedures, typically car accidents, and are collected on a contingency basis.
Historically, these cases were sold to a factor who bears the risk of economic benefit or loss. After selling patient cases to
the factor, any additional funds collected by us were remitted to the factor.
Service Fees – Net (PIP)
We generate services fees from performing various
procedures on the date the services are performed. These services primarily include slip and falls as well as smaller nominal non-PIP
services. Fees are collected primarily from third party insurance providers. These revenues are based on established insurance billing
rates, less allowances for contractual adjustments and uncollectible amounts. These contractual adjustments vary by insurance company
and self-pay patients. We compute these contractual adjustments and collection allowances based on our historical collection experience.
Completing the paperwork for each case and preparing
it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed electronically
except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four weeks from electronic
filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional information.
Our healthcare revenues are generated from professional
medical billings including facility and anesthesia services. With respect to facility and anesthesia services, we are the primary obligor
as the facility and anesthesia services are considered part of one integrated performance obligation. Historically, we receive 49% of
collections from total gross billed. Accordingly, we recognized net healthcare service revenue as 49% of gross billed amounts. Historical
collection rates are estimated using the most current prior 12-month historical payment and collection percentages.
Historically through April 2023, our healthcare
subsidiary has had contractual medical receivable sales and purchase agreements with third party factors which result in approximately
54% reduction from the accounts receivables amounts when a receivable is sold to the factors. We evaluated the factored adjustments
considering the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that were factored
were recorded in finance charges as other expenses on the consolidated statement of operations.
Property and Equipment. Property
and equipment are carried at cost. Expenditures for renewals and betterments that extend the useful lives of property, equipment or leasehold
improvements are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated
using the straight-line method for financial reporting purposes based on the following estimated useful lives:
Classification |
Useful Life |
Equipment, furniture, and fixtures |
5 - 7 years |
Medical equipment |
10 years |
Leasehold improvements |
10 years or lease term, if shorter |
Goodwill and Other Intangible Assets.
Goodwill and indefinite-lived assets are not amortized but are evaluated for impairment annually or when indicators of a potential impairment
are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles.
We review goodwill for impairment on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying
value of goodwill may not be recoverable. Goodwill is tested first for impairment based on qualitative factors on an annual basis or
in between if an event occurs or circumstances change that indicate the fair value may be below its carrying amount, otherwise known
as a ‘triggering event’. An assessment is made of these qualitative factors as such to determine whether it is more likely
than not the fair value is less than the carry amount, including goodwill. The annual evaluation for impairment of indefinite-lived intangibles
and, if then needed after the first step, Goodwill, is based on valuation models that incorporate assumptions and internal projections
of expected future cash flows and operating plans. We believe such assumptions are also comparable to those that would be used by other
marketplace participants. For the year ended December 31, 2023, we determined there to be no impairment. For the year ended December
31, 2022, we recognized goodwill impairment in the amount of $2,092,048 in our former financial services segment, which is now reflected
in discontinued operations. We 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 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 us are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated
by a comparison of the carrying amount of assets to estimated cash flows expected to be generated by the assets. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair
value of the assets.
Distinguishing Liabilities from Equity.
We account for our series N senior convertible preferred stock, series R convertible preferred stock, and series X senior convertible
preferred stock subject to possible redemption in accordance with ASC 480, “Distinguishing Liabilities from Equity”. Conditionally
redeemable preferred shares are classified as temporary equity within our consolidated balance sheet.
Fair Value Measurements. Fair value
is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized
based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between
(1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the
fair value hierarchy are described below:
|
Level 1 |
Inputs
are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. |
|
|
|
|
Level 2 |
Inputs,
other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at
the measurement date. |
|
|
|
|
Level 3 |
Unobservable
inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement
date. |
Stock-Based Compensation. We account
for our stock-based compensation in which we obtain employee services in share-based payment transactions under the recognition and measurement
principles of the fair value recognition provisions of section 718-10-30 of the FASB ASC. Pursuant to paragraph 718-10-30-6 of the FASB
ASC, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance
is complete or the date on which it is probable that performance will occur. Generally, all forms of share-based payments, including stock
option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’
grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments
is recorded in general and administrative expense in the consolidated statements of operations.
BUSINESS
Overview
We are an acquisition holding company focused
on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership
to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for our stockholders.
Specifically, our primary focus will continue to be to maximize organic growth by deploying increased working capital to expand utilization
at our eleven current healthcare facilities. We additionally expect to open additional locations and may look at select synergistic acquisitions
in the healthcare sector. In terms of growth stages and capital structures, we intend to focus our portfolio of subsidiaries approximately
as follows: 80% will be targeted to established profitable niche small to mid-sized healthcare companies and 20% will be targeted to
second stage startups in healthcare (emerging businesses with a strong organic growth plan that is materially cash generative).
On May 31, 2021, we acquired Nova, which operates
a group of regional primary specialty and ancillary care facilities throughout Florida that provide traumatic injury victims with primary
care evaluations, interventional pain management, and specialty consultation services. We focus on plaintiff related care and are a highly
efficient provider of EMC assessments. We provide a full range of diagnostic and surgical services for injuries and disorders of the skeletal
system and associated bones, joints, tendons, muscles, ligaments, and nerves. From sports injuries, to sprains, strains, and fractures,
our doctors are dedicated to helping patients return to active lifestyles.
We also own a real estate company, Edge View,
which we acquired on July 16, 2014. Edge View owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted,
six (6) acres zoned high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and
twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development,
as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond. Salmon
is known as Idaho’s premier whitewater destination as well as one of the easier accesses to the Frank Church Wilderness Area - the
largest wilderness in the lower 48 states. Management has invested years working to develop a new and exciting housing development
in Salmon, Idaho, and plans to enter into a joint venture agreement with a developer for this planned concept development.
Our Corporate History and Structure
We were incorporated on September 3, 1986, in
Colorado as Cardiff International Inc. On November 10, 2005, we merged with Legacy Card Company and became Cardiff Lexington Corporation.
On August 27, 2014, we redomiciled and became a corporation under the laws of Florida. On April 13, 2021, we redomiciled and became a
corporation under the laws of Nevada.
All of our operations are conducted through our
operating subsidiaries, Nova and Edge View. Nova was organized in the State of Florida on December 3, 2018, and Edge View was incorporated
in the State of Idaho on February 9, 2005.
The following chart depicts our current organizational
structure:
During the year ended December 31, 2023, we
sold our financial services (tax resolution) business, Platinum Tax, that we acquired on July 31, 2018, which was a full-service tax
resolution firm located in Los Angeles, California. Through this subsidiary, we provided fee-based tax resolution services to individuals
and companies that have federal and state tax liabilities by assisting clients to settle outstanding tax debts.
We also previously owned all of the equity interests
of AHI, an affordable home acquirer located in Maryville, Tennessee. On October 31, 2022, we entered into a buyback agreement to sell
AHI back to the original owners in exchange for the return of 175,045 shares of series F preferred stock by the original owners and our
issuance of 67,500 shares of series B preferred stock to the original owners.
Our Business Strategy
We employ an acquisition and value creation strategy,
with the goal of locating undervalued and undercapitalized healthcare companies and providing them capitalization and leadership in order
to maximize the value and potential of their private, often family run, enterprises while also providing diversification and risk mitigation
for our stockholders. Our primary focus is on the healthcare sector and real estate, where we utilize our management team’s relationship
networks, industry experiences and deal sourcing capabilities to target companies we believe have an experienced management team and
compelling assets which we believe are well positioned for growth. Our culture emphasizes core values, teamwork, accountability, and
performance. Specifically, our primary focus will continue to be to maximize organic growth by deploying increased working capital to
expand utilization at current locations. We additionally expect to open additional locations and may look at select synergistic acquisitions
in the healthcare sector. In terms of growth stages and capital structures, we intend to focus our portfolio of subsidiaries approximately
as follows: 80% will be targeted to established profitable niche small to mid-sized healthcare companies and 20% will be targeted to
second stage startups in healthcare (emerging businesses with a strong organic growth plan that is materially cash generative). Our acquisition
strategy is driven by structure, transaction value, alignment, resources and return on investment. As we identify potential targets,
it is also our strategy and goal to identify and recruit the right operating executive partners that have the requisite tools and experience
to manage and grow our existing and newly acquired subsidiaries. Based on our management’s long history and experience in building
relationships with a vast number of executives and their teams, we are confident that we have placed or left successful executives in
charge of our current subsidiaries and will be able to identify appropriate executives to add long term value to any future acquisitions.
After our acquisitions, the entities become wholly
owned subsidiaries and the target company’s management team either maintains responsibility for the day-to-day operations or we
locate suitable executives to overtake responsibility for the entities. We believe that we can then provide these entities with some of
the benefits of being a publicly traded company, including but not limited to, providing them with increased access to funding that we
can obtain on their behalf in the capital markets for operations or expansion and our management team’s experience operating businesses.
Our combined acquisition and value creation strategy drives our goal to deliver our public stockholders an opportunity to own a long term,
stable, durable compounding equity investment that can produce strong returns.
Our Market Opportunity
Utilizing our management teams and principals’
expansive network of relationships, we believe there to be a significant opportunity for organic growth and expanded utilization of
our current locations and an opportunity to open additional locations within new markets. Additionally, there are a substantial number
of small to mid-sized healthcare companies, second stage startups – emerging businesses with a strong organic growth plan that
is materially cash generative and income producing real estate holdings that we may seek to acquire that can potentially generate attractive
returns for our stockholders. We further believe the economic and market dislocation resulting from the COVID-19 pandemic enhanced our
opportunity to obtain potentially profitable businesses, which are facing lingering working capital challenges post pandemic, but have
rebounded and returned to or near previous levels of profitability. In this environment, we believe the expertise and relationships of
our management team represent a compelling value proposition for potential business targets looking for additional working capital infusion,
a pathway to exit some equity, and leadership to assist them to grow and expand
Our Acquisition Process
In evaluating a potential target business, we
conduct a comprehensive due diligence review to determine a company’s quality and its intrinsic value. That due diligence review
may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations
with relevant industry experts, competitors, customers, and suppliers, as well as a review of additional information that we will seek
to obtain as part of our analysis of a target company. Upon the consummation of an acquisition agreement with a target company, it becomes
a wholly owned subsidiary of our company.
We anticipate structuring our acquisitions in
such a way so that the post-business combination subsidiary company will own or acquire 100% of the equity interests or assets of the
target business or businesses. We may, however, structure future acquisitions such that the post-business combination company owns or
acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or stockholders or for other reasons, but we will only complete such acquisition if the post-business subsidiary company owns or
acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act.
If our board of directors is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking
firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that
our board of directors will not be able to make an independent determination of the fair market value of a target business or businesses,
it may be unable to do so if the board of directors is less familiar or experienced with the target company’s business, there is
a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early
stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized
skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis.
We finance acquisitions primarily through additional
equity and debt financings. We believe that having the ability to finance most, if not all, acquisitions with the general capital resources
raised by our company, rather than financing relating to the acquisition of individual businesses, provides us with an advantage in acquiring
attractive businesses by minimizing delay and closing conditions that are often related to acquisition-specific financings. Because the
timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain funding on short notice to benefit fully
from attractive acquisition opportunities. The sale of additional shares of any class of equity will be subject to market conditions and
investor demand for such shares at prices that may not be in the best interest of our stockholders. The sale of additional equity securities
could also result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and
could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts
or on terms acceptable to us, if at all. See also “Risk Factors—Risks Related to Our Business and Structure—We may
not be able to successfully fund acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could impede
the implementation of our acquisition strategy.”
The time required to select and evaluate a target
business and to structure and complete acquisitions, and the costs associated with this process, are not currently ascertainable with
any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which
any acquisition is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another
acquisition.
Members of our management team, including our
officers and directors, will directly or indirectly own a majority of our securities following this offering and, accordingly, may have
a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial
business combination.
We have not selected any specific business combination
target for our next acquisition, and we have not entered into any letters of intent, nor has anyone on our behalf, initiated any substantive
acquisition discussions, directly or indirectly, with any specific business combination target.
To the extent we effect any future acquisition
with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous
risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
There are several risks associated with our acquisition
strategy, including the following risks, which are described more fully in “Risk Factors—Risks Related to Our Business
and Structure”:
| · | our acquisition strategy exposes us to substantial risk; |
| | |
| · | we may experience difficulty as we evaluate, acquire and integrate businesses that we may acquire, which
could result in drains on our resources, including the attention of our management, and disruptions of our on-going business; |
| | |
| · | we may not be able to effectively integrate the businesses that we acquire; |
| | |
| · | we face competition for businesses that fit our acquisition strategy and, therefore, we may have to acquire
targets at sub-optimal prices or, alternatively, forego certain acquisition opportunities; |
| | |
| · | we may not be able to successfully fund acquisitions due to the unavailability of debt or equity financing
on acceptable terms, which could impede the implementation of our acquisition strategy; and |
| | |
| · | we may change our management and acquisition strategies without the consent of our stockholders, which
may result in a determination by us to pursue riskier business activities. |
Competition
In identifying, evaluating, and selecting potential
target business for acquisition, we may encounter intense competition from other entities having a business objective similar to ours,
including blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.
Many of these entities are well established and have extensive experience identifying and effecting acquisitions directly or through affiliates.
Moreover, many of these competitors possess greater financial, technical, human, and other resources than us. Our ability to acquire larger
target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing
the acquisition of a target business. Any of these factors may place us at a competitive disadvantage in successfully negotiating an acquisition.
Competitive Strengths
We believe that we have several competitive advantages
that differentiate us from other holding companies. Our competitive strengths include:
| · | Management
operating and investing experience. Our directors and executive officers have
significant executive, investment and operational experience in the management and growth
of small and middle market companies. We believe that this breadth of experience provides
us with a competitive advantage in evaluating businesses and acquisition opportunities |
| | |
| · | Extensive network of small
to middle market companies. As a result of their experience with acquisitions
and in providing services to small to middle market companies around the United States, our
management team members have developed a broad array of contacts at private and closely held
companies. We believe that these contacts will be important in generating potential acquisition
opportunities for us. |
| | |
| · | Public company benefits.
We believe our structure will make us an attractive business transaction partner to prospective
acquisition targets. As an existing public company, we will be able to raise capital to deploy
to our acquired businesses for their business operations. Additionally, we will be able to
offer to the employees of our subsidiaries equity in our company as an additional means of
creating management incentives that are better aligned with stockholder’s interests. |
| | |
| · | Maintaining of day-to-day control
of operations. As part of our acquisition criteria for a target company, we search
for companies with what we believe are strong management teams, which allows us to have the
management team maintain control of the day-to-day operations of the companies. We believe
this model is attractive to target companies with management desiring to obtain the benefits
of being a public company while maintaining control over the operations of their company. |
Intellectual Property
We do not have any intellectual property at our
holding company.
Employees
As of December 31, 2023, our company had
three full-time employees (excluding our operating subsidiaries described below). None of our employees are represented by labor unions,
and we believe that we have an excellent relationship with our employees.
Legal Proceedings
From time to time, we may become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we
are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results.
On August 24, 2021, charges were filed by Absolute
Medical Group, LLC against our company for breach of contract in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward
County, Florida seeking damages. We filed a counterclaim alleging violations of the management agreement between the parties and rightful
termination for cause including damages. This case is pending.
On October 8, 2021, we filed a complaint in Idaho
against Mark Adams, seeking an award of damages against him and asserting the following claims: (1) constructive trust; (2) breach of
contract; (3) breach of fiduciary duties; and (4) conversion. We also seek costs and attorney’s fees. On August 31, 2021, without
our knowledge or consent and in a manner to conceal his unlawful actions, a property manager used a new company check from Summit National
Bank to withdraw $50,000 from the company account. The defendant is being charged with intentional, oppressive, fraudulent, malicious,
and outrageous damages. On November 11, 2021, the defendant filed a counterclaim alleging that no valid contract existed between the parties
and asked to dissolve the company, grant his counterclaim, dismiss our complaint, and award of attorney fees. This case is pending.
On January 31, 2024 a complaint was filed
by Sherri Gastelum against our company and our lender for fraud and breach of contract in the Supreme Court of The State of New York
County of Rockland seeking damages for the 2018 acquisition of Platinum Tax and its subsequent sale in 2023. We are filing a counterclaim
alleging violations of the management agreement between the parties and rightful termination for cause including damages. This case is
pending.
Regulation
We do not expect that our holding company will
be subject to material governmental regulation. However, it is our policy to fully comply with all governmental regulation and regulatory
authorities.
Healthcare Business
Our healthcare business is operated by Nova,
which we acquired on May 31, 2021. This business accounted for all of our revenues for the years ended December 31, 2023 and 2022.
Overview
We operate a group of regional primary specialty
and ancillary care facilities throughout Florida that provide traumatic injury victims with primary care evaluations, interventional pain
management, and specialty consultation services. We focus on plaintiff related care and are a highly efficient provider of EMC assessments.
We provide a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints,
tendons, muscles, ligaments, and nerves. From sports injuries, to sprains, strains, and fractures, our doctors are dedicated to helping
patients return to active lifestyles.
The Healthcare Market
The healthcare sector is defined as end users
whose primary business is the delivery of medical, patient care or treatment, medical diagnostic services, or medical care provided in
connection with disaster relief, including, but not limited to (i) professional medical and healthcare service companies, businesses,
institutions and enterprises, (ii) medical diagnostics facilities and laboratories having patient interaction, (iii) government and private
organizations providing medical care in connection with disaster relief and (iv) firms selling products or services into such end users.
Examples of such end users are: hospitals, including their pharmacies; integrated medical service provider networks and their member facilities;
surgery centers, including their pharmacies; blood banks; bone and tissue centers; physician and medical clinic offices including their
pharmacies; psychiatric health facilities, including their pharmacies; clinics in retail outlets that perform or provide medical services
or care; long-term medical care facilities, including their pharmacies; medical care components of the Red Cross or other disaster relief
organizations; and dental care facilities.
Services
We provide a full range of diagnostic and surgical
services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and nerves. Orthopedic
and pain procedure services include hip and knee replacement, shoulder reconstruction, fracture care and hand surgery, as well as spinal
surgery.
Our service model is designed to promote referral
relationships, facilitate patient access, and coordinate administration among medical providers, personal injury attorneys, and chiropractors.
This “referral relationship” approach to case management results in increased revenue as attorneys consider the value of our
patient management process when brokering settlements. As EMC and early stage continued care providers, we believe that we have superior
access to patient information to determine the validity of each case and manage cases appropriately.
Revenue is primarily provided by bodily injury
insurance policies, general liability policies, and personal injury protection policies, which partially insulates our business
from the declining reimbursement programs paid from or correlated to Medicare/Medicaid and traditional health insurance companies.
Healthcare Facilities
The main office for our healthcare business is
located at 1903 S 25th Street, Suite 103, Fort Pierce, FL 34947. We currently operate eleven facilities, most of which were
opened in the last twenty-four months. As of December 31, 2023, we operated ten facilities, and management estimates that those
ten facilities were operating at 35% capacity. We believe that the most important factors relating to the overall utilization of a facility
include adequate working capital, the quality and market position of the facility and the number, quality and specialties of physicians
providing patient care within the facility. Other factors that affect utilization include general and local economic conditions, market
penetration, the degree of outpatient use, the availability of reimbursement programs such as Medicare and Medicaid, and demographic
changes such as the growth in local populations. Utilization across the industry is also being affected by improvements in clinical practice,
medical technology and pharmacology. Current industry trends in utilization and occupancy have been significantly affected by changes
in reimbursement policies of third party payers. We are also unable to predict the extent to which these industry trends will continue
or accelerate.
Customers, Sales and Marketing
As of December 31, 2023, we provide services
to approximately 150-180 patients per month at ten facilities. Patients are primarily referred through a growing network of personal
injury attorneys, insurance carriers, physical therapy providers, and chiropractic care providers.
Competition
The health care industry is highly competitive.
In recent years, competition among healthcare providers for patients has intensified in the United States due to, among other things,
regulatory and technological changes, increasing use of managed care payment systems, cost containment pressures and a shift toward outpatient
treatment. In all of the geographical areas in which we operate, there are other facilities that provide services comparable to those
offered by our facilities. In addition, some of our competitors include hospitals that are owned by tax-supported governmental agencies
or by nonprofit corporations and may be supported by endowments and charitable contributions and exempt from property, sale and income
taxes. Such exemptions and support are not available to us.
Certain of our competitors may have greater financial
resources, be better equipped and offer a broader range of services than us. The increase in outpatient treatment and diagnostic facilities,
outpatient surgical centers and freestanding ambulatory surgical also increases competition for us.
The number and quality of the physicians on a
facility’s staff are important factors in determining a facility’s success and competitive advantage. Typically, physicians
are responsible for making admissions decisions and for directing the course of patient treatment. We believe that physicians refer patients
to a facility primarily on the basis of the patient’s needs, the quality of other physicians on the medical staff, the location
of the facility and the breadth and scope of services offered at the facility. We strive to retain and attract qualified doctors by maintaining
high ethical and professional standards and providing adequate support personnel, technologically advanced equipment and facilities that
meet the needs of those physicians.
In addition, we depend on the efforts, abilities,
and experience of our medical support personnel, including our nurses, pharmacists and lab technicians and other health care professionals.
We compete with other health care providers in recruiting and retaining qualified management, nurses and other medical personnel. Our
healthcare facilities are experiencing the effects of a nationwide staffing shortage, which has caused and may continue to cause an increase
in salaries, wages and benefits expense in excess of the inflation rate. In addition, there are requirements to maintain specified nurse-staffing
levels. To the extent we cannot meet those levels, we may be required to limit the healthcare services provided, which would have a corresponding
adverse effect on our net operating revenues.
Although most of our revenue is provided by bodily
injury insurance policies, general liability policies, and personal injury protection policies, our ability to negotiate favorable service
contracts with purchasers of group health care services also affects our competitive position and significantly affects the revenues and
operating results of our facilities. Managed care plans attempt to direct and control the use of services and to demand that we accept
lower rates of payment. In addition, employers and traditional health insurers are increasingly interested in containing costs through
negotiations with facilities for managed care programs and discounts from established charges. In return, facilities secure commitments
for a larger number of potential patients. Generally, facilities compete for service contracts with group health care service purchasers
on the basis of price, market reputation, geographic location, quality and range of services, quality of the medical staff and convenience.
The importance of obtaining contracts with managed care organizations varies from market to market depending on the market strength of
such organizations.
A key element of our growth strategy is expansion
through opening additional locations and the acquisition of additional facilities in select markets. The competition to acquire healthcare
facilities is significant. We compete for acquisitions with other for-profit healthcare companies, private equity and venture capital
firms, as well as not-for-profit entities. Some of our competitors have greater resources than we do. We intend to selectively seek opportunities
to expand our base of operations by adhering to our disciplined program of rational growth but may not be successful in accomplishing
acquisitions on favorable terms.
Competitive Strengths
We believe that we have several competitive advantages,
including the following:
| · | Broad
array of services focusing on plaintiff related care. We provide a full range
of diagnostic and surgical services for injuries and disorders of the skeletal system and
associated bones, joints, tendons, muscles, ligaments, and nerves with a focus on plaintiff
related care. From sports injuries, to sprains, strains, and fractures, orthopedic and pain
procedure services include hip and knee replacement, shoulder reconstruction, fracture care
and hand surgery, as well as spinal surgery. Our service model is designed to promote referral
relationships, facilitate patient access, and coordinate administration among medical providers,
personal injury attorneys, and chiropractors. As a result, our revenue is primarily provided
by bodily injury insurance policies, general liability policies, and personal injury protection
policies, which partially insulates our business from the declining reimbursement programs
paid from or correlated to Medicare/ Medicaid and traditional health insurance companies. |
| · | Opportunities
for accelerated growth. We have a track record of delivering strong growth through
a combination of organic growth, new contract additions and selective acquisitions. Organic
growth has historically been supported by consistent underlying market volume trends, stable
pricing and a diversified payor mix. We believe that our networks of high-quality providers
position us to take advantage of these trends. We have successfully executed on new contract
growth by providing a set of differentiated services and delivering integrated, efficient,
high-quality care, which has helped us expand our relationships with our existing customers
and compete effectively in the bidding process for new contracts. Additionally, we believe
we will have opportunities to expand our services through acquisitions, as discussed in more
detail below. |
| · | Focus
on clinical excellence. We are focused on achieving the best clinical outcomes
for our patients through the application of rigorous recruiting and credentialing standards,
the promotion of a physician-led leadership culture and the monitoring of our clinical quality
measures. Through extensive clinical and leadership development programs, we train our healthcare
professionals to continually enhance their skills and deliver innovative and patient-focused
experiences and outcomes. We provide internally developed continuing medical education accredited
courses to our healthcare professionals, including instructor-led and on-line education sessions.
We have developed and implemented quality measurement systems that track multiple key indicators,
which assist our professionals in systematically monitoring, examining and analyzing outcomes
and processes. These quality measurement systems are supplemented by our active peer review
infrastructure designed to ensure the development and implementation of actionable items
that will improve patient outcomes. Our ability to deliver high levels of customer service
and patient care is a direct result of this focus, which helps us to differentiate our services,
and to attract and retain providers. |
| · | Ability
to attract and retain high-quality providers. Through our processes, we are
able to identify and target high-quality providers to match the needs of our customers. We
believe that our operating infrastructure enables us to provide attractive opportunities
for our providers to enhance their skills through extensive clinical and leadership development
programs. We believe that our differentiated recruiting, training and development programs
strengthen our customer and provider relationships, enhance our contract and clinician retention
rates and allow us to efficiently recruit providers to support our new contract pipeline. |
Growth Strategies
The key elements of our strategy
to grow our business include:
| · | Capitalize on organic growth opportunities. As noted above, management estimates that
our ten facilities operating as of December 31, 2023, were operating at 35% capacity as of such date. Accordingly, we believe that we
have an opportunity for organic growth at our existing facilities. We also believe our physician-led, patient-focused culture and approach
to clinical solutions will allow us to continue to successfully recruit and retain clinical professionals. |
| · | Supplement organic growth with strategic acquisitions. The market in which we compete
is highly fragmented, presenting significant opportunities for additional acquisitions. We will continue to follow a disciplined strategy
in exploring future acquisitions by analyzing the strategic rationale, financial impact and organic growth profile of each potential opportunity.
Our current focus for future acquisitions is Orthopedic Surgery Centers followed by MRI imaging, medical billing, and outpatient surgery
centers. We have been in discussions with several privately owned MRI facilities. Key targets are strategically
located within our market territory. We believe that the addition of these profitable businesses would be immediately enhanced by significant
additional new business that we would direct to them while positively augmenting cash flow. |
| · | Enhance operational efficiencies and productivity. We believe there are significant
opportunities to continue to build upon our success in improving our productivity and profitability. We continue to focus on initiatives
to improve productivity, including more efficient scheduling, continued use of mid-level providers, enhancing our leadership training
programs, improving and realigning compensation programs. We believe that our processes related to managed care contracting, billing,
coding, collection and compliance have driven a strong track record of efficient revenue cycle management. We have made significant investments
in infrastructure, including management information systems that we believe will continue to enable us to improve clinical results and
key client metrics while reducing the cost of providing patient care. We have dedicated teams with business and clinical expertise that
are responsible for implementing best practices. Furthermore, we will continue to utilize risk mitigation programs for loss prevention
and early intervention. We believe that our significant investments in scalable technology systems will facilitate additional cost reductions
and efficiencies. |
Intellectual Property
Our healthcare business does not own any intellectual
property.
Employees and Medical Staff
As of December 31, 2023, we had 10 employees.
Our facilities are staffed by licensed physicians who have been admitted to the medical staff of individual facilities. Members
of the medical staff of our facilities also serve on the medical staff of facilities not owned by us and may terminate their affiliation
with our facilities at any time. Each of our facilities is managed on a day-to-day basis by a managing director. In addition, a Board
of Governors, including members of the facility’s medical staff, governs the medical, professional and ethical practices at each
facility. We believe that our relations with our employees are satisfactory.
None of our employees are represented by labor
unions, and we believe that we have an excellent relationship with our employees.
Regulation
The healthcare industry is subject to numerous
laws, regulations and rules including, among others, those related to government healthcare participation requirements, various licensure
and accreditations, reimbursement for patient services, health information privacy and security rules, and Medicare and Medicaid fraud
and abuse provisions (including, but not limited to, federal statutes and regulations prohibiting kickbacks and other illegal inducements
to potential referral sources, false claims submitted to federal or state health care programs and self-referrals by physicians). Providers
that are found to have violated any of these laws and regulations may be excluded from participating in government healthcare programs,
subjected to significant fines or penalties and/or required to repay amounts received from the government for previously billed patient
services. Although we believe our policies, procedures and practices comply with governmental regulations, no assurance can be given that
we will not be subjected to additional governmental inquiries or actions, or that we would not be faced with sanctions, fines or penalties
if so subjected. Even if we were to ultimately prevail, a significant governmental inquiry or action under one of the above laws, regulations
or rules could have a material adverse impact on us.
Licensing, Certification and Accreditation: All
of our facilities are subject to compliance with various federal, state and local statutes and regulations and receive periodic inspection
by state licensing agencies to review standards of medical care, equipment and cleanliness. Our facilities s must also comply with the
conditions of participation and licensing requirements of federal, state and local health agencies, as well as the requirements of municipal
building codes, health codes and local fire departments. Various other licenses and permits are also required in order to dispense narcotics,
operate pharmacies, handle radioactive materials and operate certain equipment. All of our eligible hospitals have been accredited
by The Joint Commission. All of our facilities are certified as providers of Medicare and Medicaid services by the appropriate governmental
authorities. If any of our facilities were to lose its Joint Commission accreditation or otherwise lose its certification under the Medicare
and Medicaid programs, the facility may be unable to receive reimbursement from the Medicare and Medicaid programs and other payers. We
believe our facilities are in substantial compliance with current applicable federal, state, local and independent review body regulations
and standards. The requirements for licensure, certification and accreditation are subject to change and, in order to remain qualified,
it may become necessary for us to make changes in our facilities, equipment, personnel and services in the future, which could have a
material adverse impact on operations.
Certificates of Need: Many
states, including Florida, have enacted CON laws as a condition prior to capital expenditures, construction, expansion, modernization
or initiation of major new services. Failure to obtain necessary state approval can result in our inability to complete an acquisition,
expansion or replacement, the imposition of civil or, in some cases, criminal sanctions, the inability to receive Medicare or Medicaid
reimbursement or the revocation of a facility’s license, which could harm our business. In addition, significant CON reforms have
been proposed in a number of states that would increase the capital spending thresholds and provide exemptions of various services from
review requirements. In the past, we have not experienced any material adverse effects from those requirements, but we cannot predict
the impact of these changes upon our operations.
Conversion Legislation: Many
states have enacted or are considering enacting laws affecting the conversion or sale of not-for-profit healthcare facilities to for-profit
entities. These laws generally require prior approval from the attorney general, advance notification and community involvement. In addition,
attorneys general in states without specific conversion legislation may exercise discretionary authority over these transactions. Although
the level of government involvement varies from state to state, the trend is to provide for increased governmental review and, in some
cases, approval of a transaction in which a not-for-profit entity sells a health care facility to a for-profit entity. The adoption of
new or expanded conversion legislation and the increased review of not-for-profit conversions may limit our ability to grow through acquisitions
of not-for-profit facilities.
Utilization Review: Federal
regulations require that admissions and utilization of facilities by Medicare and Medicaid patients must be reviewed in order to ensure
efficient utilization of facilities and services. The law and regulations require Peer Review Organizations, or PROs, to review the appropriateness
of Medicare and Medicaid patient admissions and discharges, the quality of care provided, the validity of diagnosis related group classifications
and the appropriateness of cases of extraordinary length of stay. PROs may deny payment for services provided, assess fines and also have
the authority to recommend to the Department of Health and Human Services, or HHS, that a provider that is in substantial non-compliance
with the standards of the PRO be excluded from participating in the Medicare program. We have contracted with PROs to perform the required
reviews.
Audits: Most healthcare facilities
are subject to federal audits to validate the accuracy of Medicare and Medicaid program submitted claims. If these audits identify
overpayments, we could be required to pay a substantial rebate of prior years’ payments subject to various administrative appeal
rights. The federal government contracts with third-party “recovery audit contractors” and “Medicaid integrity contractors,”
on a contingent fee basis, to audit the propriety of payments to Medicare and Medicaid providers. Similarly, Medicare zone program integrity
contractors target claims for potential fraud and abuse. Additionally, Medicare administrative contractors must ensure they pay the
right amount for covered and correctly coded services rendered to eligible beneficiaries by legitimate providers. The Centers for Medicare
and Medicaid Services announced its intent to consolidate many of these Medicare and Medicaid program integrity functions into new unified
program integrity contractors, though it remains unclear what effect, if any, this consolidation may have. We have undergone claims audits
related to our receipt of federal healthcare payments during the last three years, the results of which have not required material adjustments
to our consolidated results of operations. However, potential liability from future federal or state audits could ultimately exceed established
reserves, and any excess could potentially be substantial. Further, Medicare and Medicaid regulations also provide for withholding
Medicare and Medicaid overpayments in certain circumstances, which could adversely affect our cash flow.
The Stark Law: The Social Security
Act includes a provision commonly known as the “Stark Law.” This law prohibits physicians from referring Medicare and Medicaid
patients to entities with which they or any of their immediate family members have a financial relationship unless an exception is met.
These types of referrals are known as “self-referrals.” Sanctions for violating the Stark Law include civil penalties up to
$26,125 for each violation, and up to $174,172 for sham arrangements. There are a number of exceptions to the self-referral prohibition,
including an exception for a physician’s ownership interest in an entire facility as opposed to an ownership interest in a facility
department unit, service or subpart. However, federal laws and regulations now limit the ability of facilities relying on this exception
to expand aggregate physician ownership interest or to expand certain facilities. This regulation also places a number of compliance requirements
on physician-owned facilities related to reporting of ownership interest. There are also exceptions for many of the customary financial
arrangements between physicians and providers, including employment contracts, leases and recruitment agreements that adhere to certain
enumerated requirements. The CMS issued a final rule in 2020 that created a new Stark exception for value-based models. Although
the final regulations provide exceptions to the Stark Law, there may remain regulatory risks for participating hospitals, as well as financial
and operational risks. We monitor all aspects of our business and have developed a comprehensive ethics and compliance program that is
designed to meet or exceed applicable federal guidelines and industry standards. Nonetheless, because the law in this area is complex
and constantly evolving, there can be no assurance that federal regulatory authorities will not determine that any of our arrangements
with physicians violate the Stark Law.
Anti-kickback Statute: A provision
of the Social Security Act known as the “anti-kickback statute” prohibits healthcare providers and others from directly or
indirectly soliciting, receiving, offering or paying money or other remuneration to other individuals and entities in return for using,
referring, ordering, recommending or arranging for such referrals or orders of services or other items covered by a federal or state health
care program. However, changes to the anti-kickback statute have reduced the intent required for violation; one is no longer required
to have actual knowledge or specific intent to commit a violation of the anti-kickback statute in order to be found in violation of such
law. The anti-kickback statute contains certain exceptions, and the Office of the Inspector General of the Department of Health and Human
Services, or the OIG, has issued regulations that provide for “safe harbors,” from the federal anti-kickback statute for various
activities. These activities, which must meet certain requirements, include (but are not limited to) the following: investment interests,
space rental, equipment rental, practitioner recruitment, personnel services and management contracts, sale of practice, referral services,
warranties, discounts, employees, group purchasing organizations, waiver of beneficiary coinsurance and deductible amounts, managed care
arrangements, obstetrical malpractice insurance subsidies, investments in group practices, freestanding surgery centers, donation of technology
for electronic health records and referral agreements for specialty services. In 2020, the OIG issued a final rule that established
an anti-kickback statute safe harbor for value based models. Although the final regulations provide safe harbors, there may remain regulatory
risks for participating facilities, as well as financial and operational risks. The
fact that conduct or a business arrangement does not fall within a safe harbor or exception does not automatically render the conduct
or business arrangement illegal under the anti-kickback statute. However, such conduct and business arrangements may lead to increased
scrutiny by government enforcement authorities. Although we believe that our arrangements with physicians and other referral sources have
been structured to comply with current law and available interpretations, there can be no assurance that all arrangements comply with
an available safe harbor or that regulatory authorities enforcing these laws will determine these financial arrangements do not violate
the anti-kickback statute or other applicable laws. Violations of the anti-kickback statute may be punished by a criminal fine of up to
$100,000 for each violation or imprisonment, however, under 18 U.S.C. Section 3571, this fine may be increased to $250,000 for individuals
and $500,000 for organizations. Civil money penalties may include fines of up to $105,563 per violation and damages of up to three
times the total amount of the remuneration and/or exclusion from participation in Medicare and Medicaid.
Similar State Laws: Many states,
including Florida, have adopted laws that prohibit payments to physicians in exchange for referrals similar to the anti-kickback statute
and the Stark Law, some of which apply regardless of the source of payment for care. These statutes typically provide criminal and civil
penalties as well as loss of licensure. In many instances, the state statutes provide that any arrangement falling in a federal safe harbor
will be immune from scrutiny under the state statutes. However, in most cases, little precedent exists for the interpretation or enforcement
of these state laws. These laws and regulations are extremely complex and, in many cases, we do not have the benefit of regulatory or
judicial interpretation. It is possible that different interpretations or enforcement of these laws and regulations could subject our
current or past practices to allegations of impropriety or illegality or could require us to make changes in our facilities, equipment,
personnel, services, capital expenditure programs and operating expenses. A determination that we have violated one or more of these laws,
or the public announcement that we are being investigated for possible violations of one or more of these laws, could have a material
adverse effect on our business, financial condition or results of operations and our business reputation could suffer significantly. In
addition, we cannot predict whether other legislation or regulations at the federal or state level will be adopted, what form such legislation
or regulations may take or what their impact on us may be. If we are deemed to have failed to comply with the anti-kickback statute, the
Stark Law or other applicable laws and regulations, we could be subjected to liabilities, including criminal penalties, civil penalties
(including the loss of our licenses to operate one or more facilities), and exclusion of one or more facilities from participation in
the Medicare, Medicaid and other federal and state health care programs. The imposition of such penalties could have a material adverse
effect on our business, financial condition or results of operations.
Federal False Claims Act and Similar State
Regulations: A current trend affecting the health care industry is the increased use of the federal False Claims Act, and,
in particular, actions being brought by individuals on the government’s behalf under the False Claims Act’s qui tam, or whistleblower,
provisions. Whistleblower provisions allow private individuals to bring actions on behalf of the government by alleging that the defendant
has defrauded the Federal government. When a defendant is determined by a court of law to have violated the False Claims Act, the defendant
may be liable for up to three times the actual damages sustained by the government, plus mandatory civil penalties of between $12,537
to $25,076 for each separate false claim. There are many potential bases for liability under the False Claims Act. Liability often arises
when an entity knowingly submits a false claim for reimbursement to the federal government. The Fraud Enforcement and Recovery Act of
2009, or FERA, amended and expanded the number of actions for which liability may attach under the False Claims Act, eliminating requirements
that false claims be presented to federal officials or directly involve federal funds. FERA also clarifies that a false claim violation
occurs upon the knowing retention, as well as the receipt, of overpayments. In addition, recent changes to the anti-kickback statute have
made violations of that law punishable under the civil False Claims Act. Further, a number of states have adopted their own false claims
provisions as well as their own whistleblower provisions whereby a private party may file a civil lawsuit on behalf of the state in state
court. The False Claims Act requires that federal healthcare program overpayments be returned within 60 days from the date the overpayment
was identified, or by the date any corresponding cost report was due, whichever is later. Failure to return an overpayment within this
period may result in additional civil False Claims Act liability.
Other Fraud and Abuse Provisions: The
Social Security Act also imposes criminal and civil penalties for submitting false claims to Medicare and Medicaid. False claims include,
but are not limited to, billing for services not rendered, billing for services without prescribed documentation, misrepresenting actual
services rendered in order to obtain higher reimbursement and cost report fraud. Like the anti-kickback statute, these provisions are
very broad. Further, HIPAA broadened the scope of the fraud and abuse laws by adding several criminal provisions for health care fraud
offenses that apply to all health benefit programs, whether or not payments under such programs are paid pursuant to federal programs.
HIPAA also introduced enforcement mechanisms to prevent fraud and abuse in Medicare. There are civil penalties for prohibited conduct,
including, but not limited to billing for medically unnecessary products or services.
HIPAA Administrative Simplification and
Privacy Requirements: The administrative simplification provisions of HIPAA, as amended by the Health Information Technology
for Economic and Clinical Health Act, or HITECH, require the use of uniform electronic data transmission standards for health care claims
and payment transactions submitted or received electronically. These provisions are intended to encourage electronic commerce in the health
care industry. HIPAA also established federal rules protecting the privacy and security of personal health information. The privacy and
security regulations address the use and disclosure of individual health care information and the rights of patients to understand and
control how such information is used and disclosed. Violations of HIPAA can result in both criminal and civil fines and penalties. We
believe that we are in material compliance with the privacy regulations of HIPAA, as we continue to develop training and revise procedures
to address ongoing compliance. The HIPAA security regulations require health care providers to implement administrative, physical and
technical safeguards to protect the confidentiality, integrity and availability of patient information. HITECH has since strengthened
certain HIPAA rules regarding the use and disclosure of protected health information, extended certain HIPAA provisions to business associates,
and created new security breach notification requirements. HITECH has also extended the ability to impose civil money penalties on providers
not knowing that a HIPAA violation has occurred. We believe that we have been in substantial compliance with HIPAA and HITECH requirements
to date. Recent changes to the HIPAA regulations may result in greater compliance requirements for healthcare providers, including expanded
obligations to report breaches of unsecured patient data, as well as create new liabilities for the actions of parties acting as business
associates on our behalf.
Red Flags Rule: In addition,
the Federal Trade Commission, or the FTC, Red Flags Rule requires financial institutions and businesses maintaining accounts to address
the risk of identity theft. The Red Flag Program Clarification Act of 2010, signed on December 18, 2010, appears to exclude certain
healthcare providers from the Red Flags Rule, but permits the FTC or relevant agencies to designate additional creditors subject to the
Red Flags Rule through future rulemaking if the agencies determine that the person in question maintains accounts subject to foreseeable
risk of identity theft. Compliance with any such future rulemaking may require additional expenditures in the future.
Patient Safety and Quality Improvement Act
of 2005: On July 29, 2005, the Patient Safety and Quality Improvement Act of 2005 was enacted, which has the goal of
reducing medical errors and increasing patient safety. This legislation establishes a confidential reporting structure in which providers
can voluntarily report patient safety work product, or PSWP, to patient safety organizations, or PSOs. Under the system, PSWP is made
privileged, confidential and legally protected from disclosure. PSWP does not include medical, discharge or billing records or any other
original patient or provider records but does include information gathered specifically in connection with the reporting of medical errors
and improving patient safety. This legislation does not preempt state or federal mandatory disclosure laws concerning information that
does not constitute PSWP. PSOs are certified by the Secretary of the HHS for three-year periods and analyze PSWP, provide feedback to
providers and may report non-identifiable PSWP to a database. In addition, PSOs are expected to generate patient safety improvement strategies.
Environmental Regulations: Our
healthcare operations generate medical waste that must be disposed of in compliance with federal, state and local environmental laws,
rules and regulations. Infectious waste generators, including healthcare facilities, face substantial penalties for improper disposal
of medical waste, including civil penalties of up to $25,000 per day of noncompliance, criminal penalties of up to $50,000 per day, imprisonment,
and remedial costs. In addition, our operations, as well as our purchases and sales of facilities are subject to various other environmental
laws, rules and regulations. We believe that our disposal of such waste is in material compliance with all state and federal laws.
Corporate Practice of Medicine: Several
states, including Florida, have laws and/or regulations that prohibit corporations and other entities from employing physicians and practicing
medicine for a profit or that prohibit certain direct and indirect payments or fee-splitting arrangements between health care providers
that are designed to induce or encourage the referral of patients to, or the recommendation of, particular providers for medical products
and services. Possible sanctions for violation of these restrictions include loss of license and civil and criminal penalties. In addition,
agreements between the corporation and the physician may be considered void and unenforceable. These statutes and/or regulations vary
from state to state, are often vague and have seldom been interpreted by the courts or regulatory agencies. We do not expect these state
corporate practice of medicine proscriptions to significantly affect our operations. Many states have laws and regulations which prohibit
payments for referral of patients and fee-splitting with physicians. We do not make any such payments or have any such arrangements.
Health Care Industry Investigations: We
are subject to claims and suits in the ordinary course of business, including those arising from care and treatment afforded by our facilities
and are party to various government investigations and litigation. In addition, currently, and from time to time, some of our facilities
are subjected to inquiries and/or actions and receive notices of potential non-compliance of laws and regulations from various federal
and state agencies. Providers that are found to have violated these laws and regulations may be excluded from participating in government
healthcare programs, subjected to potential licensure, certification, and/or accreditation revocation, subjected to fines or penalties
or required to repay amounts received from the government for previously billed patient services. We monitor all aspects of our business
and have developed a comprehensive ethics and compliance program that is designed to meet or exceed applicable federal guidelines and
industry standards. Because the law in this area is complex and constantly evolving, governmental investigation or litigation may result
in interpretations that are inconsistent with industry practices, including ours. Although we believe our policies, procedures and practices
comply with governmental regulations, no assurance can be given that we will not be subjected to inquiries or actions, or that we will
not be faced with sanctions, fines or penalties in connection with the investigations. Even if we were to ultimately prevail, the government’s
inquiry and/or action in connection with these matters could have a material adverse effect on our future operating results. It is possible
that governmental entities could initiate additional investigations or litigation in the future and that such matters could result in
significant penalties as well as adverse publicity. It is also possible that our executives and/or managers could be included as targets
or witnesses in governmental investigations or litigation and/or named as defendants in private litigation.
Medical Malpractice Tort Law Reform: Medical
malpractice tort law has historically been maintained at the state level. All states have laws governing medical liability lawsuits. Over
half of the states have limits on damages awards. Almost all states have eliminated joint and several liability in malpractice lawsuits,
and many states have established limits on attorney fees. Many states had bills introduced in their legislative sessions to address medical
malpractice tort reform. Proposed solutions include enacting limits on non-economic damages, malpractice insurance reform, and gathering
lawsuit claims data from malpractice insurance companies and the courts for the purpose of assessing the connection between malpractice
settlements and premium rates. Reform legislation has also been proposed, but not adopted, at the federal level that could preempt additional
state legislation in this area.
Real Estate Business
Our real estate business is operated by Edge View,
which we acquired on July 16, 2014. Except in connection with the sale of three parcels of land in 2021, this business has not generated
any revenues to date.
Our Property
We own five (5) acres zoned medium density residential
(MDR) with 12 lots already platted; six (6) acres zoned high-density residential (HDR) that can be platted in various configurations
to meet current housing needs; and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into
the City of Salmon for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing
in a two (2) acre pond. Salmon is known as Idaho’s premier whitewater destination as well as one of the easier accesses
to the Frank Church Wilderness Area - the largest wilderness in the lower 48 states. Salmon’s airport has service to Boise,
Idaho and serves as a hub to access whitewater rafting start points and wilderness landing strips. Management has invested years working
to develop a new and exciting housing development in Salmon, Idaho, and plans to enter into a joint venture agreement with a developer
for this planned concept development.
Intellectual Property
Edge View does not own any intellectual property.
Employees
Edge View does not have any employees.
Regulation
Federal, State and/or Local Regulatory Compliance
We are subject to a variety of Federal, state,
and/or local statutes, ordinances, rules, and regulations covering the purchase, development, construction and operation of real estate
assets. These regulatory requirements include zoning and land use, building design, construction, worksite safety, traffic, and other
matters, such as local rules that may impose restrictive zoning and developmental requirements. We are subject to various licensing, registration,
and filing requirements in connection with our real estate assets. Finally, state and/or local governments retain certain rights with
respect to eminent domain which could enable them to restrict or alter the use of our property. These requirements may lead to increases
in our overall costs. The need to comply with these requirements may significantly delay development and/or construction with regard to
our properties or lead us to alter our plans regarding our real estate assets.
Environmental Regulatory Compliance
Under various Federal, state and/or local laws,
ordinances and regulations, a current or previous owner or operator of a property may be required to investigate and/or clean-up hazardous
or toxic substances released at that property. That owner or operator also may be held liable to third parties for bodily injury or property
damage (investigation and/or clean-up costs) incurred by those parties in connection with the contamination at that site. These laws often
impose liability without regard to whether the owner or operator knew of or otherwise caused the release of the hazardous or toxic substances.
In addition, persons who arrange for the disposal or treatment of hazardous substances or other regulated materials also may be liable
for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned
or operated by such persons.
The costs of remediation or removal of hazardous
or toxic substances can be substantial, and the presence of contamination, or the failure to remediate contamination discovered, at a
property we own or operate may adversely affect our ability to develop, construct on, sell, lease, or borrow upon that property.
In addition, our properties may be exposed to
a risk of contamination originating from other sources. While a property owner generally is not responsible for remediating contamination
that has migrated on-site from an off-site source, the contaminant’s presence could have adverse effects on our ability to develop,
construct on, operate, sell, lease, or borrow upon that property. Certain environmental laws may create a lien on a contaminated site
in favor of the government for damages and costs the government may incur to remediate that contamination. Moreover, if contamination
is discovered on a property, environmental laws may impose restrictions on the manner in which that property may be used, or how businesses
may be operated on that property, thus reducing our ability to maximize our investment in that property. Our properties have been subjected
to varying degrees of environmental assessment at various times; however, the identification of new areas of contamination, a change in
the extent or known scope of contamination, or changes in environmental regulatory standards and/or cleanup requirements could result
in significant costs to us.
MANAGEMENT
Directors and Executive Officers
Set forth below is information regarding our directors
and executive officers as of the date of this prospectus.
Name |
|
Age |
|
Position |
Daniel Thompson |
|
75 |
|
Chairman of the Board of Directors |
Alex Cunningham |
|
68 |
|
Chief Executive Officer, President and Director |
Matthew T. Shafer |
|
53 |
|
Senior Vice President and Chief Financial Officer |
Zia Choe |
|
42 |
|
Chief Accounting Officer |
Gillard B. Johnson, III |
|
76 |
|
Director |
Cathy Pennington |
|
66 |
|
Director |
L. Jack Staley |
|
77 |
|
Director |
Daniel
Thompson. Mr. Thompson has been Chairman of our board of directors since May 2014. Prior to serving as Chairman, Mr. Thompson
served as Chief Executive Officer from February 2005 to May 2014 and also served as a consultant from January 2001 to February 2005. Prior
to joining us, Mr. Thompson was founder, president and chief executive officer of Creative Entertainment Services, a full-service entertainment
company specializing in Feature Film, Television, Closed Captioning and Game Show fulfilment, from 1982 to December 2001. Mr. Thompson
also founded CableRep USA, a media sales firm specializing in local market cable advertising, which he sold to Cox Cable in 1981. Mr.
Thompson attended Wayne State University, Bellevue College, and College of Continuing Studies at University of Nebraska at Omaha. We believe
Mr. Thompson is well suited to serve as a director because of his previous business management and merger and acquisition experience.
Alex
Cunningham. Mr. Cunningham has been our Chief Executive Officer and President and has served on our board of directors since June
2015. Prior to joining us, Mr. Cunningham founded Francnsult, Inc., a business development company representing franchise operations,
where he was in charge of identifying prospects for franchising, mergers, and acquisitions, and was the managing partner at AH Cunningham
& Associates, LLC, a firm which provided financial and operational consulting services to owners of small and medium-sized businesses,
EB-5 immigrant investors, passive investment, franchise owners, and franchisors. Prior to his employment at Francnsult, Inc. and AH Cunningham
& Associates, Mr. Cunningham was the president and chief executive officer of Profit Management Consulting, a management consulting
company that assisted in the management of private and closely held middle-market companies, from 1996 to 2005. From 1991 to 1996, Mr.
Cunningham was a partner at London Capital Corporation, a company which provides merger and acquisition services to small and medium-sized
businesses. Mr. Cunningham received a BBA-Finance and Administration at the University of Kentucky and an MBA from Rollins College. We
believe Cunningham is well suited to serve as a director because of his previous business management, financial, and merger and acquisition
experience.
Matthew T. Shafer. Mr. Shafer
has been our Senior Vice President and Chief Financial Officer since January 2024. Prior to joining us, Mr. Shafer served
as strategic executive engagement consultant and advisor for the chief financial officer and chief accounting officer capacities during
rapid growth, change and transitions at Proterra, a publicly traded manufacturer of electric vehicles and provider of related SaaS services,
since March 2023. Prior to that, he served as vice president of finance at Aspire Technology Partners, a privately owned technology provider
delivering custom digital infrastructures, SaaS solutions and professional services, from May 2022 to February 2023. From October 2021
to April 2022, he served as a strategic chief financial officer of Tatum, an interim executive consultancy practice of Randstad USA,
and from September 2016 to September 2021, he held the positions of senior vice president, chief financial officer and treasurer of Ocean
Power Technologies, Inc., a publicly traded green technology company providing cost-effective renewable ocean energy solutions. Earlier
in his career, Mr. Shafer held senior finance positions at numerous privately owned and publicly traded companies, including, among others,
business unit chief financial officer – for the Dentistry (OraPharma) division at Bauch Health Companies, a global publicly traded
pharmaceutical company, and numerous executive level positions at Johnson Controls International plc (formerly Tyco International), a
large publicly traded multinational manufacturing company. Mr. Shafer is a certified public accountant with a foundation in Big Four
public accounting, beginning his career at Arthur Andersen LLP. He received his Bachelor of Science degree in accounting from W. Paul
Stillman School of Business at Seton Hall University and has an MBA in finance from The Rutgers Business School at Rutgers University.
Zia
Choe. Ms. Choe has been our Chief Accounting Officer since January 2024. Prior to that, Ms. Choe served as Interim Chief Financial
Officer from March 2023 to January 2024 and served as an outside accountant from March 2017 to March 2023. Ms. Choe founded STK FINANCIAL
P.C., a California-licensed accounting firm, in June 2021. As a managing partner, Ms. Choe has provided financial attestation, managerial
consulting, preparation of 10-Ks and 10-Qs and other high level accounting and financial services to privately and publicly held companies
in the U.S. and internationally. Prior to her founding of STK FINANCIAL P.C., she was an audit team leader in the accounting and audit
division at JNK Accountancy Group, LLP from September 2014 until June 2021, where she was in charge of financial attestation and due
diligence projects for acquisition deals in various industries for seven years. Ms. Choe also had seven years of operational experience
in accounting, sales and marketing at Hyundai Mobis Parts America, LLC, a subsidiary of Hyundai Motors, from March 2006 to March 2013.
Ms. Choe received a B.S. in Hospitality Management at Florida International University, and she also has higher education in accounting
at Ajou University Graduate School in South Korea.
Gillard
B. Johnson, III. Mr. Johnson has served as a member of our board of directors since April 2024.
Mr. Johnson has more than 47 years’ of experience in experience in public financings
as a bond counsel, underwriter’s counsel, issuer’s counsel, and trustee’s counsel, as well as mergers, acquisitions,
tax-free reorganizations, commercial/corporate litigation. Since 1978, Mr. Johnson has practiced law as a member of several firms. Since
2007, he has been the managing member and owner of GBJ & Associates, PLLC, where he provides legal services to Kentucky’s counties,
cities, taxing districts, and not-for-profit organizations in public and private financing of public and economic development projects.
He previously worked at McBrayer, McGinnis, Leslie & Kirkland, Bowling, Johnson & Lycan (where he was Managing Member), Steptoe
& Johnson PLLC and McNair Law Firm PA. Mr. Johnson was a law clerk for Chief Judge William Drennon from 1972 to 1973 with U.S. Tax
Court and served as tax attorney with Ashland Oil, Inc. from 1973 to 1979. Mr. Johnson is a licensed member of the Kentucky Bar Association,
Supreme Court of United States of America, U.S. Second, Sixth, and Ninth Circuit Court of Appeal, U.S. District Court for the Eastern
and Western Districts of Kentucky, U.S. Bankruptcy Court for the Eastern District of Kentucky, U.S. Tax Court, and a Member National
Association of Bond Lawyers. Mr. Johnson is a graduate of Western Kentucky University, where he is a former member of the Board of Regents
from 2013-2019, serving as the Board’s Chair, Vice-Chair, and Chair of the University’s Finance and Budget Committee. Mr.
Johnson is a graduate of the University of Louisville Brandis School of Law earning a J.D., cum laude degree. We believe Mr. Johnson
is well suited to serve as a director because of his extensive experience working with public companies and assisting with their financings.
Cathy
Pennington. Ms. Pennington has served as a member of our board of directors since April 2024.
Ms. Pennington has more than 30 years of experience in human resources, sales and executive
management, mergers and acquisitions, and team leadership for both national and international based public companies. Since February
2019, she has been the HR leader at Hyster-Yale Group, which designs, engineers, manufactures, sells, and services a comprehensive line
of lift trucks and aftermarket parts marketed globally. From March of 2013 to June 2018, Ms. Pennington served as senior director at
Galls, LLC the largest public safety uniform and equipment distributor in the United States, where she led a national team responsible
for development and execution of all human resource, training, and payroll services. She has also served as vice president of human resources
for Verst Group Logistics from 2008 to 2015. Ms. Pennington served as global business manager in sales management for Lexmark International
from 1999 to 2006. She also previously served in human resource management for Valvoline Corporate and Valvoline Instant Oil Change for
Ashland, Inc. and worked for the Marathon-Ashland joint venture. Ms. Pennington received her BA Degree concentration in Human Resource
Management from the University of Kentucky. We believe Ms. Pennington is well suited to serve as a director because of her global business
management experience and experience in human resources and acquisitions.
L.
Jack Staley. Mr. Staley has served as a member of our board of directors since April 2024.
Mr. Staley has more than 35 years of experience in the banking, financial services, and investment banking industries, leveraging extensive
global experience with banking regulators in international companies. Since May 2020, he has been the board chairman and capital acquisition
advisor at AlgiSys, LLC, an ESG company working on the production of fish oil without using fish. He also serves as an independent consultant
to the chief executive officers of ClearIt, an early-stage medical device company in Boston, and Tolomeo Bank, a bank located in Puerto
Rico focused exclusively on private banking for international clients. Since January 2020, Mr. Staley has also consulted with Axial Family
Advisors and Maclendon Wealth Management regarding potential acquisitions. He serves as a board member of Tufts Medical Center, Prescribers
Choice, vice chairman of The Children’s Diagnostic and Treatment Center, a private equity board member of two companies, and other
charity boards. Prior to his current corporate roles, Mr. Staley served as chairman of SGS AG Wealth Management Company, Zurich, a financial
planning and wealth management group comprised of professional financial consultants. Mr. Staley has also served as executive director
of Prudential Financial and Dryden Wealth Management, Zurich and London and Asia, general manager of Bankers Trust New York Corporation,
Zurich, The Boston Company in Boston and London and Chase-Lincoln First Bank. Mr. Staley holds an MBA in Finance from Wharton School,
University of Pennsylvania and a BA in Economics and Political Science from Gettysburg College. Mr. Staley holds professional including
US securities licenses 3, 7, 63, 7,8, (now the 24). We believe Mr. Staley is well suited to serve as a director because of his previous
experience as business executive and a board member and in banking, financial services, investment banking and medical industries.
Our directors currently have terms which will
end at our next annual meeting of the stockholders or until their successors are elected and qualify, subject to their prior death, resignation
or removal. Officers serve at the discretion of the board of directors. There is no arrangement or understanding between any director
or executive officer and any other person pursuant to which he was or is to be selected as a director, nominee or officer.
Family Relationships
There are no family relationships among any of
our officers or directors.
Involvement in Certain Legal Proceedings
To the best of our knowledge, except as described
below, none of our directors or executive officers has, during the past ten years:
| · | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic
violations and other minor offences); |
| · | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership,
corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing
or within two years prior to that time; |
| · | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise
limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance
activities, or to be associated with persons engaged in any such activity; |
| · | been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission
or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or vacated; |
| · | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree,
or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants),
relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting
financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement
or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation
prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| · | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity
(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons associated with a member. |
Corporate Governance
Governance Structure
We chose to appoint a separate Chairman of the
Board who is not our Chief Executive Officer. Our board of directors has made this decision based on their belief that a separate Chairman
of the Board can act as a balance to the Chief Executive Officer, who also serves as a non-independent director.
The Board’s Role in Risk Oversight
The board of directors oversees that the assets
of our company are properly safeguarded, that the appropriate financial and other controls are maintained, and that our business is conducted
wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the board’s
oversight of the various risks facing our company. In this regard, our board seeks to understand and oversee critical business risks.
Our board does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy.
Our board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful, and appropriate risk-taking is
essential for our company to be competitive on a global basis and to achieve its objectives.
While the board oversees risk management, company
management is charged with managing risk. Management communicates routinely with the board and individual directors on the significant
risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.
Our board administers its risk oversight function
as a whole by making risk oversight a matter of collective consideration; however, much of the work is delegated to committees, which
will meet regularly and report back to the full board. We have established a standing audit committee, compensation committee and nominating
and corporate governance committee of our board of directors. The audit committee will oversee risks related to our financial statements,
the financial reporting process, accounting and legal matters, the compensation committee will evaluate the risks and rewards associated
with our compensation philosophy and programs, and the nominating and corporate governance committee will evaluate risks associated with
management decisions and strategic direction.
Independent Directors
NYSE American’s rules generally require
that a majority of an issuer’s board of directors must consist of independent directors. Our board of directors has determined
that all of our directors, other than Messrs. Thompson and Cunningham, qualify as “independent” directors in accordance with
the rules and regulations of NYSE American.
Committees of the Board of Directors
We have established a standing audit committee,
compensation committee and nominating and corporate governance committee of our board of directors, each with its own charter approved
by the board. Upon completion of this offering, we intend to make each committee’s charter available on our website at www.cardifflexington.com.
In addition, our board of directors may, from
time to time, designate one or more additional committees, which shall have the duties and powers granted to it by our board of directors.
Audit Committee
Gillard B. Johnson, III, Cathy Pennington and
L. Jack Staley, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and NYSE
American’s rules, have been appointed to serve on our audit committee, with Mr. Johnson serving as the chair. Mr. Johnson qualifies
as “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the
audits of the financial statements of our company.
The audit committee is responsible for, among
other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity of
our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal
and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving
any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors;
(vi) reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness
of our internal controls; (vii) reviewing hedging transactions; (viii) reviewing and approving related party transactions; (ix) evaluating
enterprise risk issues, including those related to cybersecurity, and (x) reviewing and assessing annually the audit committee’s
performance and the adequacy of its charter.
Compensation Committee
Gillard B. Johnson, III, Cathy Pennington and
L. Jack Staley, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and NYSE
American’s rules, have been appointed to serve on our compensation committee, with Mr. Staley serving as the chair. The members
of the compensation committee will also be “non-employee directors” within the meaning of Section 16 of the Exchange Act.
The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation,
relating to our directors and executive officers.
The compensation committee is responsible for,
among other things: (i) reviewing and approving the remuneration of our executive officers; (ii) determining the compensation of our independent
directors; (iii) making recommendations to the board regarding equity-based and incentive compensation plans, policies and programs; and
(iv) reviewing and assessing annually the compensation committee’s performance and the adequacy of its charter.
Nominating and Corporate Governance Committee
Gillard B. Johnson, III, Cathy Pennington and
L. Jack Staley, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and NYSE
American’s rules, have been appointed to serve on our nominating and corporate governance committee, with Ms.
Pennington serving as the chair. The nominating and corporate governance committee assists the board of directors in selecting
individuals qualified to become our directors and in determining the composition of the board and its committees.
The nominating and corporate governance committee
is responsible for, among other things: (i) recommending the number of directors to comprise our board; (ii) identifying and evaluating
individuals qualified to become members of the board and soliciting recommendations for director nominees from our Chief Executive Officer
and Board Chair; (iii) recommending to the board the director nominees for each annual stockholders’ meeting; (iv) recommending
to the board the candidates for filling vacancies that may occur between annual stockholders’ meetings; (v) reviewing independent
director compensation and board processes, self-evaluations and policies; (vi) overseeing compliance with our code of ethics; and (vii)
monitoring developments in the law and practice of corporate governance.
The nominating and corporate governance committee’s
methods for identifying candidates for election to our board of directors (other than those proposed by our stockholders, as discussed
below) include the solicitation of ideas for possible candidates from a number of sources - members of our board of directors, our executives,
individuals personally known to the members of our board of directors, and other research. The nominating and corporate governance committee
may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.
In making director recommendations, the nominating
and corporate governance committee may consider some or all of the following factors: (i) the candidate’s judgment, skill, experience
with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight; (ii) the
interplay of the candidate’s experience with the experience of other board members; (iii) the extent to which the candidate would
be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair
his or her independence; and (v) the candidate’s ability to contribute to the effective management of our company, taking into account
the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which
we operate.
A stockholder may nominate one or more persons
for election as a director at an annual meeting of stockholders if the stockholder complies with the notice and information provisions
contained in our amended and restated bylaws. Such notice must be in writing to our company not less than 90 days and not more than
120 days prior to the anniversary date of the preceding year’s annual meeting of stockholders or as otherwise required by requirements
of the Exchange Act. In addition, stockholders furnishing such notice must be a holder of record on both (i) the date of delivering
such notice and (ii) the record date for the determination of stockholders entitled to vote at such meeting.
Code of Ethics
We have adopted a code of ethics that applies
to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal
accounting officer. Such code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance
with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations
of the code.
We are required to disclose any amendment to,
or waiver from, a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal
accounting officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this
disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to our website within four (4) business days following
the date of any such amendment to, or waiver from, a provision of our code of ethics.
EXECUTIVE COMPENSATION
Summary Compensation Table - Years Ended December 31, 2023 and 2022
The following table sets forth information concerning
all cash and non-cash compensation awarded to, earned by, or paid to the named persons for services rendered in all capacities during
the noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.
Name and Principal Position |
Year |
Salary
($) |
Bonus
($) |
Other Compensation
($) |
Total
($) |
Alex Cunningham,
Chief Executive Officer |
2023 |
360,000 |
250,000 |
– |
560,000 |
2022 |
360,000 |
200,000 |
– |
560,000 |
Daniel Thompson,
Chairman of the Board |
2023 |
360,000 |
250,000 |
– |
560,000 |
2022 |
360,000 |
200,000 |
– |
560,000 |
Zia Choe,
Former Interim Chief Financial Officer(1) |
2023 |
145,048 |
– |
– |
145,048 |
2022 |
– |
– |
67,500 |
67,500 |
| (1) | Ms.
Choe served as our Interim Chief Financial Officer from March 2023 to January 2024. Prior
to that, she served as our outside accountant from January 2022 to February 2023. Other Compensation
includes consulting fees that Ms. Choe received prior to her appointment as our Interim Chief
Financial Officer. |
Employment Agreements
Effective July 15, 2020, we entered into an employment
agreement with Alex Cunningham, pursuant to which Mr. Cunningham agreed to serve as President and Chief Executive Officer. Pursuant to
the employment agreement, Mr. Cunningham will earn $360,000 per year as his base salary. Mr. Cunningham is eligible for an annual bonus
with respect to each fiscal year ending during his employment. Mr. Cunningham is also eligible to receive compensation in shares of preferred
stock in the event that we are unable to pay his base salary in dollars. The term of employment agreement is from July 15, 2020 to December
31, 2025 with automatic extensions for additional successive one (1) year renewals terms unless terminated by notice of at least three
(3) months from us or Mr. Cunningham of the termination. The employment agreement may be terminated immediately for cause (as such term
is defined in the employment agreement), which would cause no severance payment obligations to Mr. Cunningham. In the event of termination
without cause or for good reason, we must provide Mr. Cunningham with thirty (30) days prior written notice and would be required to pay
all accrued payments, base salary and $200,000, Mr. Cunningham’s maximum target bonus amount for the twelve months after the termination.
In the event of termination of employment without cause or for good reason following a change-in-control of our company, Mr. Cunningham
would be entitled to all accrued payments, a lump sum separation allowance equal to two times the sum of his then base salary and then
target bonus, any annual incentive bonuses, payment of benefits until the earlier of twenty-four months after termination or receipt of
comparable benefits from subsequent employment and all then-outstanding equity awards under any equity plan will vest in full. The employment
agreement also provides that Mr. Cunningham may not compete against us for a period of twelve (12) months after termination of his employment
for any reason or solicit employees or customers from us for a period of twenty-four (24) months after termination of his employment for
any reason.
Effective July 15, 2020, we entered into an employment
agreement with Daniel Thompson, pursuant to which Mr. Thompson agreed to serve as Chairman of the Board. Pursuant to the employment agreement,
Mr. Thompson will earn $360,000 per year as his base salary. Mr. Thompson is eligible for an annual bonus with respect to each fiscal
year ending during his directorship. Mr. Thompson is also eligible to receive compensation in shares of preferred stock in the event that
we are unable to pay his base salary in dollars. The term of agreement is from July 15, 2020 to December 31, 2025 with automatic extensions
for additional successive one (1) year renewals terms unless terminated by notice of at least three (3) months from us or Mr. Thompson
of the termination. The employment agreement may be terminated immediately for cause (as such term is defined in the employment agreement),
which would cause no severance payment obligations to Mr. Thompson. In the event of termination without cause or for good reason, we must
provide Mr. Thompson with thirty (30) days prior written notice and would be required to pay all accrued payments, base salary and $200,000,
Mr. Thompson’s maximum target bonus amount for the twelve months after the termination. In the event of termination of employment
without cause or for good reason following a change-in-control of our company, Mr. Thompson would be entitled to all accrued payments,
a lump sum separation allowance equal to two times the sum of his then base salary and then target bonus, any annual incentive bonuses,
payment of benefits until the earlier of twenty-four months after termination or receipt of comparable benefits from subsequent employment
and all then-outstanding equity awards under any equity plan will vest in full. The employment agreement also provides that Mr. Thompson
may not compete against us for a period of twelve (12) months after termination of his employment for any reason or solicit employees
or customers from us for a period of twenty-four (24) months after termination of his employment for any reason.
On January 2, 2024, we entered into an employment
agreement with Mr. Shafer setting forth the terms of his employment as Chief Financial Officer. Pursuant to the employment agreement,
Mr. Shafer is entitled to an annual base salary of $228,000 and a signing bonus of 5,000 shares of our series I preferred stock. He is
also eligible for consideration for a one-time achievement bonus equal to 35% of base salary within sixty (60) days upon our company
uplisting to a national securities exchange. In addition, he is also eligible for an annual target bonus equal to 25% of base salary
based on the achievement of certain performance goals and annual stock option grants. Mr. Shafer is also eligible to participate
in all employee benefit plans, including health insurance, commensurate with his position. The term of the employment agreement is for
one (1) year with automatic extensions for additional successive one (1) year renewal terms unless terminated by either party no later
than thirty (30) days prior to the renewal date. The employment agreement may be terminated immediately by us with or without cause (as
such term is defined in the employment agreement) or in the event of Mr. Shafer’s death or disability and may be terminated immediately
by Mr. Shafer upon his voluntary resignation or other voluntary termination of employment. In the event of termination by us without
cause, Mr. Shafer is entitled to the compensation and benefits described above for a period of three (3) months following termination.
In the event of termination by Mr. Shafer for good reason (as defined in the employment agreement) or because Mr. Shafer cannot perform
his services as result of physical or mental incapacitation, he will be eligible to receive three (3) months of base salary and medical
and dental benefits under our medical and dental plans then in effect. Mr. Shafer is not entitled to receive any additional compensation
upon termination by us for cause or upon a voluntary termination by Mr. Shafer. The employment agreement also contains customary
confidentiality provisions and restrictive covenants prohibiting Mr. Shafer from owning or operating a business that competes
with our company or soliciting our employees during the term of his employment and for a period of twelve months following the termination
of his employment.
On January 2, 2024, we entered into an employment
agreement with Ms. Choe setting forth the terms of her employment as Chief Accounting Officer. Pursuant to the employment agreement,
Ms. Choe is entitled to an annual base salary of $210,000 and a signing bonus of 2,500 shares of our series I preferred stock. She is
also eligible for an annual bonus and annual stock option grants. Ms. Choe is also eligible to participate in all employee benefit
plans, including health insurance, commensurate with her position. The term of the employment agreement is for one (1) year with automatic
extensions for additional successive one (1) year renewal terms unless terminated by either party no later than thirty (30) days prior
to the renewal date. The employment agreement may be terminated immediately by us with or without cause (as such term is defined in the
employment agreement) or in the event of Ms. Choe’s death or disability and may be terminated immediately by Ms. Choe upon her
voluntary resignation or other voluntary termination of employment. In the event of termination by us without cause, Ms. Choe is entitled
to the compensation and benefits described above for a period of one (1) month following termination. In the event of termination by
Ms. Choe for good reason (as defined in the employment agreement) or because Ms. Choe cannot perform her services as result of physical
or mental incapacitation, she will be eligible to receive three (3) months of base salary and medical and dental benefits under our medical
and dental plans then in effect. Ms. Choe is not entitled to receive any additional compensation upon termination by us for cause or
upon voluntary termination by Ms. Choe. The employment agreement also contains customary confidentiality provisions and restrictive
covenants prohibiting Ms. Choe from owning or operating a business that competes with the Company or soliciting our employees during
the term of her employment and for a period of twelve months following the termination of her employment.
Outstanding Equity Awards at Fiscal Year-End
No executive officer named above had any unexercised
options, stock that has not vested or equity incentive plan awards outstanding as of December 31, 2023.
Additional Narrative Disclosure
Retirement Benefits
We have not maintained, and do not currently maintain,
a defined benefit pension plan, nonqualified deferred compensation plan or 401(k) plan.
Potential Payments Upon Termination or Change
in Control
As described under “—Employment Agreements”
above, Mr. Cunningham, Mr. Thompson, Mr. Shafer, and Ms. Choe are entitled severance if their employment is terminated without cause.
Director Compensation
Except for our Chairman, no member of our board
of directors received any compensation for services as a director during the fiscal year ended December 31, 2023.
Effective as of April 1, 2024, we have entered
into independent director agreements with each of our independent directors, Gillard B. Johnson, III, Cathy Pennington and L. Jack Staley,
pursuant to which we agreed to pay to each independent director (i) an annual fee of $20,000 for the first year of service, which will
increase to $40,000 commencing in the second year of service, which annual fee will be paid quarterly, and (ii) an attendance fee of
$2,500 for each in person board meeting attended and $1,000 for each virtual board meeting attended. Upon appointment, we also issued
10,000 shares of common stock to each independent director and we have also agreed to grant to each independent director 5,000 shares
of restricted stock under our 2024 Equity Incentive Plan for the first year of service and each subsequent year of service, which shares
will vest in four (4) quarterly installments, subject to the director’s continuing service on the board. To the extent services
require out-of-town travel, we have agreed to reimburse each independent director up to $1,000 per trip. We also agreed to reimburse
each independent director for pre-approved reasonable business-related expenses incurred in good faith in connection with the performance
of the director’s duties.
2024 Equity Incentive Plan
On January 31, 2024, our board of directors
and stockholders adopted the Cardiff Lexington Corporation 2024 Equity Incentive Plan, or Plan. The following is a summary which describes
the principal features of the Plan, but it is qualified in its entirety by reference to the full text of the Plan.
Purposes. The purpose of this
Plan is to provide a means whereby employees, directors, consultants of our company and its affiliates develop a sense of proprietorship
and personal involvement in the development and financial success of our company, and to encourage them to devote their best efforts
to the business of our company, thereby advancing the interests of our company and its stockholders. A further purpose of this Plan is
to provide a means through which we may attract able individuals to provide services to or for the benefit of our company and to provide
a means for such individuals to acquire and maintain share ownership in our company, thereby strengthening their concern for the welfare
of our company.
Types of Awards. Awards that
may be granted include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance
share awards, and performance compensation awards. These awards offer our officers, employees, consultants, and directors the possibility
of future value, depending on the long-term price appreciation of our common stock and the award holder’s continuing service with
our company.
Eligible Recipients. Persons
eligible to receive awards under the Plan will be those officers, employees, directors and consultants of our company and its subsidiaries
who are selected by the administrator.
Administration. The Plan is
administered by our board of directors; provided that if and when we establish a compensation committee, the compensation committee will
administer the Plan. Among other things, the administrator has the authority to select persons who will receive awards, determine the
types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions,
and other provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the
Plan.
Shares Available. The maximum
number of shares of our common stock that may be delivered to participants under the Plan is 2,000,000, subject to adjustment for certain
corporate changes affecting the common stock, such as stock splits. In addition, the number of shares of common stock available for issuance
under the Plan will automatically increase on January 1 of each calendar year during the term of the Plan by an amount equal five percent
(5%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year.
Shares subject to an award under the Plan for which the award is canceled, forfeited or expires again become available for grants under
the Plan. Shares subject to an award that is settled in cash will not again be made available for grants under the Plan.
Stock Options.
General. Share options give the
option holder the right to acquire from us a designated number of common stock at a purchase price that is fixed upon the grant of the
option. Stock options granted may be either tax-qualified stock options (so-called “incentive stock options”) or non-qualified
stock options. Subject to the provisions of the Plan, the administrator has the authority to determine all grants of stock options. That
determination will include: the number of stock subject to any option; the exercise price per stock; the expiration date of the option;
the manner, time, and date of permitted exercise; other restrictions, if any, on the option or the stock underlying the option; and any
other terms and conditions as the administrator may determine.
Option Price. The exercise price for
stock options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the
date of grant. As a matter of tax law, the exercise price for any incentive share option awarded may not be less than the fair market
value of the shares on the date of grant. However, incentive stock option grants to any person owning more than 10% of our voting power
must have an exercise price of not less than 110% of the fair market value on the grant date.
Exercise of Options. An option
may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the
time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made either:
(i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired stock having an aggregate
fair market value at the time of exercise equal to the exercise price; (iii) a cashless exercise (broker-assisted exercise) through a
“same day sale” commitment; (iv) by a combination of (i), (ii), and (iii); or (v) any other method approved or accepted by
the administrator in its sole discretion.
Expiration or Termination. Options,
if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of
incentive stock options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting power,
such term cannot exceed five years. Options will terminate before their expiration date if the holder’s service with our company
or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations
of employment, including terminations as a result of death, disability, or retirement, with the precise period during which the option
may be exercised to be established by the administrator and reflected in the grant evidencing the award.
Incentive and Non-Qualified Options. As
described elsewhere in this summary, an incentive share option is an option that is intended to qualify under certain provisions of the
U.S. Internal Revenue Code of 1986, as amended, or the Code, for more favorable tax treatment than applies to non-qualified share options.
Any option that does not qualify as an incentive share option will be a non-qualified share option. Under the Code, certain restrictions
apply to incentive stock options. For example, the exercise price for incentive stock options may not be less than the fair market value
of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive stock option may not be
transferred, other than by will or the laws of descent and distribution and is exercisable during the holder’s lifetime only by
the holder. In addition, no incentive stock options may be granted to a holder that is first exercisable in a single year if that option,
together with all incentive stock options previously granted to the holder that also first become exercisable in that year, relate to
shares having an aggregate fair market value in excess of $100,000, measured at the grant date.
Stock Appreciation Rights. Stock
appreciation rights, or SARs, which may be granted alone or in tandem with options, have an economic value similar to that of options.
When an SAR for a particular number of stock is exercised, the holder receives a payment equal to the difference between the market price
of the stock on the date of exercise and the exercise price of the stock under the SAR. Again, the exercise price for SARs normally is
the market price of the shares on the date the SAR is granted. Under the Plan, holders of SARs may receive this payment - the appreciation
value - either in cash or shares valued at the fair market value on the date of exercise. The form of payment will be determined by us.
Restricted Awards. Restricted
awards are shares awarded to participants at no cost. Restricted awards can take the form of awards of restricted stock, which represent
issued and outstanding shares subject to vesting criteria, or restricted share units, which represent the right to receive shares subject
to satisfaction of the vesting criteria. Restricted stock awards are forfeitable and non-transferable until the shares vest. The vesting
date or dates and other conditions for vesting are established when the shares are awarded. These awards will be subject to such conditions,
restrictions and contingencies as the administrator shall determine at the date of grant. Those may include requirements for continuous
service and/or the achievement of specified performance goals.
Performance Criteria. Under
the Plan, one or more performance criteria will be used by the administrator in establishing performance goals. Any one or more of the
performance criteria may be used on an absolute or relative basis to measure the performance of our company, as the administrator may
deem appropriate, or as compared to the performance of a group of comparable companies, or published or special index that the administrator
deems appropriate.
Other Material Provisions. Awards
will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the
capitalization of our company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be
made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator
is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change
of control of our company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant,
awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are
permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board also has the authority,
at any time, to discontinue the granting of awards. The board also has the authority to alter or amend the Plan or any outstanding award
or may terminate the Plan as to further grants, provided that no amendment will, without the approval of our stockholders, to the extent
that such approval is required by law or the rules of an applicable exchange, increase the number of shares available under the Plan,
change the persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the
Plan related to amendments. No amendment that would adversely affect any outstanding award made under the Plan can be made without the
consent of the holder of such award.
CURRENT RELATIONSHIPS AND RELATED
PARTY TRANSACTIONS
The following includes a summary of transactions
since the beginning of our 2022 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the
amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last
two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation
described under “Executive Compensation” above). We believe the terms obtained or consideration that we paid or received,
as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid
or received, as applicable, in arm’s-length transactions.
We have obtained short-term advances from
Daniel Thompson, the Chairman of the Board, that are non-interest bearing and due on demand. As of December 31, 2023 and 2022, we owed
the Chairman $120,997 and $123,192, respectively.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information
with respect to the beneficial ownership of our voting stock as of April 3, 2024 for (i) each of our executive officers
and directors; (ii) all of our executive officers and directors as a group; and (iii) each other stockholder known by us to be the beneficial
owner of more than 5% of our outstanding voting stock. The following table assumes that the underwriters have not exercised the over-allotment
option.
Beneficial ownership is determined in accordance
with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group
of persons is deemed to have “beneficial ownership” of any shares that such person or any member of such group has the right
to acquire within sixty (60) days of April 3, 2024. For purposes of computing the percentage of outstanding shares held by each person
or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of April 3, 2024
are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of
any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership
by any person. The share ownership numbers after the offering for the beneficial owners indicated below exclude any potential purchases
that may be made by such persons in this offering.
The percentages below represent total ownership
with respect to all shares of our voting stock, which prior to this offering includes our common stock, series A preferred stock, series
B preferred stock, series C preferred stock, series E preferred stock, series I preferred stock, series J preferred stock, series L preferred
stock and series R convertible preferred stock, voting as a single class. As noted elsewhere in this prospectus, all shares of series
B preferred stock, series C preferred stock, series E preferred stock, series I preferred stock, series J preferred stock and series
L preferred stock will automatically convert into shares of common stock effective automatically on the date on which our common stock
begins trading on NYSE American. Accordingly, our voting stock following this offering will include our common stock, series A preferred
stock and series R convertible preferred stock. Each share of series A preferred stock is entitled to a number of votes at any time equal
to 25% of the number of votes then held or entitled to be made by all other equity securities of our company, plus one. Each share of
series B preferred stock, series C preferred stock, series E preferred stock, series J preferred stock and series L preferred stock is
entitled to one (1) vote per share. Each share of series I preferred stock is entitled to five (5) votes per share. Each share of series
R convertible preferred stock is entitled to a number of votes equal to the number of shares into which the series R convertible preferred
stock is convertible.
Unless otherwise indicated, the address of each
beneficial owner listed in the table below is c/o our company, 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV 89169.
Name
of Beneficial Owner |
Common
Stock Beneficially Owned Prior to this Offering(1) |
Common
Stock Beneficially Owned After this Offering(2) |
Shares |
% |
Shares |
% |
Daniel
Thompson, Chairman of the Board(3) |
45,976,237 |
41.74% |
21,823,201 |
35.69% |
Alex
Cunningham, Chief Executive Officer and Director(4) |
48,165,110 |
43.73% |
22,690,574 |
37.11% |
Matthew
T. Shafer, Chief Financial Officer(5) |
25,000 |
* |
10,000 |
* |
Zia
Choe, Chief Accounting Officer(6) |
18,800 |
* |
11,300 |
* |
Gillard
B. Johnson, III, Director |
30,000 |
* |
30,000 |
* |
Cathy
Pennington, Director |
30,000 |
* |
30,000 |
* |
L.
Jack Staley, Director |
30,000 |
* |
30,000 |
* |
All
executive officers and directors (7 persons above) |
94,275,147 |
85.50% |
44,625,075 |
72.98% |
* Less than 1%
| (1) | Based on 10,902,495 shares of common stock,
2 shares of series A preferred stock (with each share entitled to an estimated 18,337,272
votes), 1,336,929 shares of series B preferred stock, 96 shares of series C preferred stock,
155,750 shares of series E preferred stock, 12,086,500 shares of series I preferred stock,
171,359 shares of series J preferred stock, 319,493 shares of series L preferred stock and
165 shares of series R convertible preferred stock (entitled to an estimated 30,462 votes)
issued and outstanding as of April 3, 2024. |
| (2) | Based on 40,736,061 shares of common stock,
2 shares of series A preferred stock (with each share entitled to an estimated 10,191,632
votes) and 165 shares of series R convertible preferred stock (entitled to an estimated 30,462
votes) issued and outstanding after this offering. |
| (3) | Includes (i) 1,000,337 shares of common
stock held directly, (ii) 4 shares of common stock held by the 2007 Thompson Family Trust,
(iii) 1 share of series A preferred stock held directly, (iv) 26,124 shares of common stock
issuable upon the conversion of 13,062 shares of series B preferred stock held by the 2007
Thompson Family Trust, (v) 100,000 shares of common stock issuable upon the conversion of
1 share of series C preferred stock held directly and (vi) 5,302,500 shares of series I preferred
stock held directly as of April 3, 2024. Includes (i) 11,605,441 shares of common stock held
directly, (ii) 26,128 shares of common stock held by the 2007 Thompson Family Trust and (iii)
1 share of series A preferred stock held directly following this offering. Mr. Thompson is
the Trustee of the 2007 Thompson Family Trust and has voting and dispositive power over the
shares held by it. |
| (4) | Includes (i) 1,000,338 shares of common
stock, (ii) 1 share of series A preferred stock, (iii) 12,500 shares of common stock issuable
upon the conversion of 6,250 shares of series B preferred stock, (iv) 100,000 shares of common
stock issuable upon the conversion of 1 share of series C preferred stock and (v) 5,743,000
shares of series I preferred stock as of April 3, 2024. Includes (i) 12,498,942 shares of
common stock and (ii) 1 share of series A preferred stock following this offering. |
| (5) | Represents 5,000 shares of series I preferred
stock as of April 3, 2024 and 10,000 shares of common stock following this offering. |
| (6) | Includes (i) 6,300 shares of common stock
issuable upon the conversion of 3,150 shares of series B preferred stock and (ii) 2,500 shares
of series I preferred stock as of April 3, 2024. Includes 11,300 shares of common stock following
this offering. |
We do not currently have any arrangements which
if consummated may result in a change of control of our company.
DESCRIPTION OF CAPITAL STOCK
General
The following description summarizes important
terms of the classes of our capital stock. The following are summaries of material provisions of our amended and restated articles of
incorporation, our amended and restated bylaws, and the certificates of designation for our various series of preferred stock, insofar
as they relate to the material terms of our capital stock.
The following is a description of the material
terms of our capital stock and is not intended to be a complete summary of the rights and preferences of our capital stock. For more detailed
information, please see our amended and restated articles of incorporation, our amended and restated bylaws and the certificates of designation
relating to our preferred stock, which are filed as exhibits to the registration statement of which this prospectus forms a part.
Our authorized capital stock currently consists
of 7,500,000,000 shares of common stock, $0.001 par value, and 1,000,000,000 shares of preferred stock, $0.001 par value, of which 2 shares
have been designated as series A preferred stock, 3,000,000 shares have been designated as series B preferred stock, 500 shares have been
designation as series C preferred stock, 1,000,000 shares have been designated as series E preferred stock, 50,000 shares have been designated
as series F-1 preferred stock, 15,000,000 shares have been designated as series I preferred stock, 2,000,000 shares have been designated
as series J preferred stock, 400,000 shares have been designated as series L preferred stock, 3,000,000 shares have been designated as
series N senior convertible preferred stock, 5,000 shares have been designated as series R convertible preferred stock and 5,000,000 shares
have been designated as series X senior convertible preferred stock.
As of April 3, 2024, there were issued and
outstanding 10,902,495 shares of common stock, 2 shares of series A preferred stock, 1,336,929 shares of series B preferred stock, 96
shares of series C preferred stock, 155,750 shares of series E preferred stock, 35,752 shares of series F-1 preferred stock, 12,086,500
shares of series I preferred stock, 171,359 shares of series J preferred stock, 319,493 shares of series L preferred stock, 868,056 shares
of series N senior convertible preferred stock, 165 shares of series R convertible preferred stock and 375,000 shares of series X senior
convertible preferred stock.
On April
4, 2024, our board of directors and stockholders approved an amendment to our amended and restated articles of incorporation to
reduce the number of shares of common stock and preferred stock that we are authorized to issue to 300,000,000 shares and 50,000,000
shares, respectively. We plan to file an Information Statement on Schedule 14C with the SEC pursuant to Section 14 of the
Exchange Act and Regulation 14C and Schedule 14C thereunder, and we will file the amendment with the Nevada Secretary of State on
the 20th day following the filing and mailing to our stockholders of the definitive Schedule 14C.
Common Stock
The holders of our common stock are entitled to
one (1) vote for each share held of record on all matters submitted to a vote of the stockholders. Under our amended and restated articles
of incorporation and amended and restated bylaws, any corporate action to be taken by vote of stockholders other than for election of
directors shall be authorized by the affirmative vote of the majority of votes cast. Directors are elected by a plurality of votes. Stockholders
do not have cumulative voting rights.
Subject to preferences that may be applicable
to any then-outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared
from time to time by the board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up,
holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the
payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding
shares of preferred stock.
Holders of common stock have no preemptive, conversion
or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences
and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of
any series of preferred stock.
Preferred Stock
Our amended and restated articles of incorporation
authorize our board to issue up to 1,000,000,000 shares of preferred stock in one or more series, to determine the designations and the
powers, preferences and rights and the qualifications, limitations and restrictions thereof, including the dividend rights, conversion
or exchange rights, voting rights (including the number of votes per share), redemption rights and terms, liquidation preferences, sinking
fund provisions and the number of shares constituting the series. Our board of directors could, without stockholder approval, issue preferred
stock with voting and other rights that could adversely affect the voting power and other rights of the holders of common stock and which
could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire,
a majority of our outstanding voting stock.
As noted above, we have designated multiple series
of preferred stock. The terms of the series B preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred
stock, series I preferred stock, series J preferred stock and series L preferred stock provide that all outstanding shares of preferred
stock shall automatically be converted into shares of common stock, at the then effective conversion rate, upon the earlier to occur
of (a) the closing of the sale of shares of common stock to the public at a price of at least $3.00 per share (subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common
stock) in a public offering pursuant to an effective registration statement or offering statement under the Securities Act resulting
in at least $3,000,000 of gross proceeds to us (provided that such amount is $10,000,000 for the series I preferred stock), (b) the date
on which the shares of common stock are listed on a national stock exchange, including without limitation, the New York Stock Exchange,
NYSE American or the Nasdaq Stock Market, or (c) the date and time, or the occurrence of an event, specified by vote or written consent
of the holders of at least a two-thirds of the then outstanding shares of such series of preferred stock; provided that the terms of
the series C preferred stock provide that upon a listing on a national stock exchange, the shares will convert into a number of shares
of common stock as is determined by dividing $50,000 by the highest traded or closing price on the listing date, with such shares of
common stock issued pro rata among the holders of the outstanding series C preferred stock. Accordingly, all shares of these series of
preferred stock will automatically convert into shares of common stock on the date on which our common stock begins trading on NYSE American.
Each share of series B preferred stock, series E preferred stock, series F-1 preferred stock, series I preferred stock, series J preferred
stock and series L preferred stock is convertible into such number of shares of common stock as is determined as follows: (i) if the
closing market price of the common stock on the principal trading market on which the common stock is then traded or quoted is less than
$4.00 per share, then each share of series B preferred stock shall be convertible into a number of shares of common stock equal to two
(2) times the stated value ($4.00 per share), divided by such closing market price on the date of conversion; or (ii) if such closing
market price is equal to or greater than $4.00 per share, then each share of series B preferred stock shall be convertible into two (2)
shares of common stock.
The following is a description of the rights and
preferences of each series of preferred stock that will remain outstanding following this offering, including the series A preferred stock,
series N senior convertible preferred stock, series R convertible preferred stock and series X senior convertible preferred stock.
Series A Preferred Stock
Ranking. The series A preferred
stock ranks, with respect to the distribution of assets upon liquidation, (i) senior to all common stock and each other class or series
that is not expressly made senior to or on parity with the series A preferred stock; (ii) on parity with each class or series that is
not expressly subordinated or made senior to the series A preferred stock; and (iii) junior to the series B preferred stock, series
C preferred stock, series E preferred stock, series F-1 preferred stock, series I preferred stock, series J preferred stock, series L
preferred stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred
stock and each other series of preferred stock and each class or series that is expressly made senior to the series A preferred stock,
as well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against our company.
Dividend Rights. The series A preferred
stock is not entitled to participate in any distributions or payments to the holders of common stock or any other class of stock and shall
have no economic interest in our company.
Liquidation Rights. In the event
of any liquidation, dissolution or winding up of our company, either voluntarily or involuntarily, a merger or consolidation of our company
wherein our company is not the surviving entity, or a sale of all or substantially all of the assets of our company, the holder of each
share of series A preferred stock shall be entitled to receive from any distribution of any of the assets or surplus funds of our company,
before and in preference of any holder of shares of common stock, an amount equal to the stated value of $250. Once the holders receive
the foregoing from any such liquidation, dissolution or winding up, the holders shall not participate with the common stock or any other
class of stock.
Voting Rights. Each share of series
A preferred stock shall have a number of votes at any time equal to (i) 25% of the number of votes then held or entitled to be made by
all other equity securities of our company, including, without limitation, the common stock, plus (ii) one (1). The series A preferred
stock shall vote on any matter submitted to the holders of the common stock, or any other class of voting securities, for a vote, and
shall vote together with the common stock, or any class of voting securities, as applicable, on such matter for as long as the shares
of series A preferred stock are issued and outstanding. Notwithstanding the foregoing, the series A preferred stock shall not have the
right to vote on any matter as to which solely another series of preferred stock is entitled to vote pursuant to our amended and restated
articles of incorporation or a certificate of designation of such other series of preferred stock.
Transfer. Upon transfer of any share
of series A preferred stock, except for a transfer by the holder to an affiliate, whether such transfer is voluntary or involuntary, such
share of series A preferred stock shall automatically, and without any action being required by us or the holder, be converted into one
(1) share of common stock.
Other Rights. Holders of series
A preferred stock do not have any conversion (except as set forth above) or redemption rights.
Series N Senior Convertible Preferred Stock
Ranking. The series N senior convertible
preferred stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common
stock and each other class or series that is not expressly made senior to or on parity with the series N senior convertible preferred
stock, which includes all existing series of our preferred stock; (ii) on parity with each class or series that is not expressly subordinated
or made senior to the series N senior convertible preferred stock; and (iii) junior to all indebtedness and other liabilities with respect
to assets available to satisfy claims against our company and each class or series that is expressly made senior to the series N senior
convertible preferred stock.
Dividend Rights. Holders of series
N senior convertible preferred stock are entitled to dividends at a rate per annum of 12.0% of the stated value ($4.00 per share); provided
that upon an event of default (as defined in the certificate of designation for the series N senior convertible preferred stock), such
rate shall increase by 8% per annum. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends
shall be payable quarterly in arrears on each dividend payment date in cash or common stock at our discretion. Dividends payable in common
stock shall be calculated based on a price equal to eighty percent (80%) of the volume weighted average price for the common stock on
our principal trading market, or the VWAP, during the five (5) trading days immediately prior to the applicable dividend payment date.
Liquidation Rights. Subject to the
rights of creditors and the holders of any senior securities or parity securities (in each case, as defined in the certificate of designation),
upon any liquidation of our company or its subsidiaries, before any payment or distribution of the assets of our company (whether capital
or surplus) shall be made to or set apart for the holders of junior securities (as defined in the certificate of designation), including
our common stock, each holder of outstanding series N senior convertible preferred stock shall be entitled to receive an amount of cash
equal to 115% of the stated value of $4.00 per share, plus an amount of cash equal to all accumulated accrued and unpaid dividends thereon
(whether or not declared) to, but not including the date of final distribution to such holders.
Voting Rights. Holders of series
N senior convertible preferred stock do not have any voting rights; provided that, so long as any shares of series N senior convertible
preferred stock are outstanding, the affirmative vote of holders of a majority of the series N senior convertible preferred stock, which
majority must include SILAC Insurance Company so long as it holds any shares of series N senior convertible preferred stock, voting as
a separate class, shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions
of the certificate of designation or prior to our company’s (or Nova’s) creation or issuance of any parity securities or new
indebtedness (as defined in the certificate of designation); provided that the foregoing shall not apply to any financing transaction
the use of proceeds of which will be used to redeem the series N senior convertible preferred stock and the warrants issued in connection
therewith. In addition, the affirmative vote of holders of 66% of the series N senior convertible preferred stock, voting as a separate
class, is required prior to our company’s (or Nova’s) creation or issuance of any senior securities.
Conversion Rights. Each share of
series N senior convertible preferred stock, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the
holder thereof, at any time and from time to time, into such number of shares of common stock determined by dividing the stated value
($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price of $900 per share (subject to standard
adjustments in the event of any stock splits, stock combinations, stock reclassifications, dividends paid in common stock, sales of substantially
all assets, mergers, consolidations or similar transactions); provided that in no event shall the holder of any series N senior convertible
preferred stock be entitled to convert any number of shares that upon conversion the sum of (i) the number of shares of common stock beneficially
owned by the holder and its affiliates and (ii) the number of shares of common stock issuable upon the conversion of the series N senior
convertible preferred stock with respect to which the determination of this proviso is being made, would result in beneficial ownership
by the holder and its affiliates of more than 4.99% of the then outstanding common stock. This limitation may be waived (up to a maximum
of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to us.
Redemption Rights. We may redeem
the series N senior convertible preferred stock at any time by paying in cash therefore a sum equal to 115% of the stated value of $4.00
per share, plus the amount of accrued and unpaid dividends and any other amounts due pursuant to the terms of the certificate of designation.
In addition, any holder may require us to redeem some or all of its shares of series N senior convertible preferred stock on the same
terms after a period of twelve months from the date of issuance; provided, however, that such redemption right shall only be exercisable
if we raise at least $5,000,000 or the common stock is trading on the Nasdaq Stock Market or the New York Stock Exchange.
Series R Convertible Preferred Stock
Ranking. The series R convertible
preferred stock ranks, with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred
stock, series B preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series I preferred stock,
series J preferred stock, series L preferred stock and to each other class or series that is not expressly made senior to or on parity
with the series R convertible preferred stock; (ii) on parity with each class or series that is not expressly subordinated or
made senior to the series R convertible preferred stock; and (iii) junior to the series N senior convertible preferred stock,
series X senior convertible preferred stock and to each other series of preferred stock and each class or series that is expressly
made senior to the series R convertible preferred stock, as well as to all indebtedness and other liabilities with respect to assets
available to satisfy claims against our company.
Dividend Rights. The holders
of series R convertible preferred stock are entitled to receive cumulative dividends in the amount of twelve percent (12%) per annum,
payable quarterly. In addition, holders of series R convertible preferred stock are entitled to receive dividends equal (on an as converted
to common stock basis) to and in the same form as dividends actually paid on shares of common stock when, as and if such dividends are
paid on shares of common stock. Any dividends that are not paid when due shall continue to accrue and shall entail a late fee, which
must be paid in cash, at the rate of 18% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily
from the missed payment date through and including the date of actual payment in full.
Liquidation Rights. Upon any
liquidation, dissolution or winding-up of our company, whether voluntary or involuntary, the holders of series R convertible preferred
stock shall be entitled to receive out of the assets, whether capital or surplus, of our company an amount equal to the stated value
($1,200), plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing, for each share of
series R convertible preferred stock before any distribution or payment shall be made to the holders of any junior securities.
Voting Rights. The holders of
series R convertible preferred stock will vote together with the common stock on an as-converted basis. However, as long as any shares
of series R convertible preferred stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the
then outstanding shares of the series R convertible preferred stock, directly and/or indirectly (i) alter or change adversely the powers,
preferences or rights given to the series R convertible preferred stock or alter or amend the certificate of designation, (ii) authorize
or create any class of stock ranking as to redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu
with, the series R convertible preferred stock, or authorize or create any class of stock ranking as to dividends senior to, or otherwise
pari passu with, the series R convertible preferred stock, (iii) amend our articles of incorporation or other charter documents
in any manner that adversely affects any rights of the holders of the series R convertible preferred stock, (iv) increase the number
of authorized shares of series R convertible preferred stock, or (v) enter into any agreement with respect to any of the foregoing.
Conversion Rights. Each shares
of series R convertible preferred stock shall be convertible, at the option of the holder thereof, at any time and from time to time,
into such number of fully paid and nonassessable shares of common stock determined by dividing the stated value ($1,200 per share) by
a conversion price equal to the lower of (i) $75.0 and (ii) the lowest daily VWAP during the twenty (20) trading days immediately prior
to the applicable conversion date. Notwithstanding the foregoing, we shall not effect any conversion of the series R convertible preferred
stock, and a holder shall not have the right to convert any portion of the series R convertible preferred stock, to the extent that,
after giving effect to the conversion, such holder (together with such holder’s affiliates, and any persons acting as a group together
with such holder or any of such holder’s affiliates) would beneficially own in excess of 4.99% of the then outstanding common stock.
The conversion price is subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction
that proportionately decreases or increases the common stock, as well as for mergers, business combinations and certain other fundamental
transactions. In addition, subject to certain exceptions, upon any issuance by our company or any of its subsidiaries of common stock
or common stock equivalents for cash consideration, indebtedness or a combination of units thereof (which we refer to as a Subsequent
Financing), the holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares
of series R convertible preferred stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis.
Participation Rights. Subject
to certain exceptions, upon a Subsequent Financing, a holder of at least 100 shares of series R convertible preferred stock shall have
the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms,
conditions and price provided for in the Subsequent Financing.
Company Redemption Rights. We
have the right to redeem all (but not less than all) shares of the series R convertible preferred stock issued and outstanding at any
time upon three (3) business days’ notice, at a redemption price per share equal to the product of (i) the Premium Rate multiplied
by (ii) the sum of (x) the stated value ($1,200), (y) all accrued but unpaid dividends, and (z) all other amounts due to the holder.
“Premium Rate” means (a) 1.1 if all of the series R convertible preferred stock is redeemed within ninety (90) calendar days
from the issuance date thereof; (b) 1.2 if all of the series R convertible preferred stock is redeemed after ninety (90) calendar days
and within one hundred twenty (120) calendar days from the issuance date thereof; (c) 1.3 if all of the series R convertible preferred
stock is redeemed after one hundred twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date
thereof; and (iv) 1.0 if all of the series R convertible preferred stock is redeemed after one hundred eighty (180) calendar days.
Redemption Upon Triggering Events.
Upon the occurrence of a Triggering Event (as defined below), each holder of series R convertible preferred stock shall (in addition
to all other rights it may have) have the right, exercisable at the sole option of such holder, to require us to (A) redeem all of the
series R convertible preferred stock then held by such holder for a redemption price, in cash, equal to the Triggering Redemption Amount
(as defined below), or (B) at the option of each holder either (i) redeem all of the series R convertible preferred stock then held by
such holder though the issuance to such holder of such number of shares of common stock equal to the quotient of (x) the Triggering Redemption
Amount, divided by (y) the lowest of (1) the conversion price, and (2) 75% of the average of the 10 VWAPs immediately prior to the date
of election, or (ii) increase the dividend rate on all of the outstanding series R convertible preferred stock held by such holder retroactively
to the initial issuance date to 18% per annum thereafter. “Triggering Redemption Amount” means, for each share of series
R convertible preferred stock, the sum of (a) the greater of (i) 130% of the stated value and (ii) the product of (y) the VWAP on the
trading day immediately preceding the date of the Triggering Event, multiplied by (z) the stated value divided by the then applicable
conversion price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages, late fees and other costs, expenses or
amounts due in respect of the series R convertible preferred stock including, but not limited to legal fees and expenses of legal counsel
to the holder in connection with, related to and/or arising out of a Triggering Event. A “Triggering Event” means any of
the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation
of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental
body):
| · | we
shall fail to deliver the shares of common stock issuable upon a conversion prior to the
fifth (5th) trading day after such shares are required to be delivered, or we
shall provide written notice to any holder, including by way of public announcement, at any
time, of our intention not to comply with requests for conversion of any shares of series
R convertible preferred stock in accordance with the terms of the certificate of designation; |
| · | we
shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In (as
defined in the certificate of designation) within five (5) trading days after notice therefor
is delivered; |
| · | we
shall fail to have available a sufficient number of authorized and unreserved shares of common
stock to issue to such holder upon a conversion; |
| · | unless
specifically addressed elsewhere in the certificate of designation as a Triggering Event,
we shall fail to observe or perform any other covenant, agreement or warranty contained in,
or otherwise commit any breach of the Transaction Documents (as defined in the certificate
of designation), and such failure or breach shall not, if subject to the possibility of a
cure by us, have been cured within five (5) calendar days after the date on which written
notice of such failure or breach shall have been delivered; |
| · | we
shall redeem junior securities or pari passu securities; |
| · | we
shall be party to a Change of Control Transaction (as defined in the certificate of designation); |
| · | there
shall have occurred a Bankruptcy Event (as defined in the certificate of designation); |
| · | any
monetary judgment, writ or similar final process shall be entered or filed against our company,
any subsidiary or any of their respective property or other assets for more than $50,000
(provided that amounts covered by our insurance policies are not counted toward this $50,000
threshold), and such judgment, writ or similar final process shall remain unvacated, unbonded
or unstayed for a period of thirty (30) trading days; |
| · | the
electronic transfer by us of shares of common stock through the Depository Trust Company
or another established clearing corporation once established subsequent to the date of the
certificate of designation is no longer available or is subject to a ‘freeze”
and/or “chill;” or |
| · | any
“Event of Default,” as defined in the Purchase Agreement (as defined in the certificate
of designation). |
Series X Senior Convertible Preferred Stock
Ranking. The series X senior convertible
preferred stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common
stock, each series of preferred stock other than the series N senior convertible preferred stock, and to each other class or series that
is not expressly made senior to or on parity with the series X senior convertible preferred stock; (ii) on parity with each class or series
that is not expressly subordinated or made senior to the series X senior convertible preferred stock; and (iii) junior to the series N
senior convertible preferred stock, all indebtedness and other liabilities with respect to assets available to satisfy claims against
our company and each class or series that is expressly made senior to the series X senior convertible preferred stock.
Dividend Rights. Holders of series
X senior convertible preferred stock are entitled to dividends at a rate per annum of 10.0% of the stated value ($4.00 per share); provided
that upon an event of default (as defined in the certificate of designation for the series X senior convertible preferred stock), such
rate shall increase by 5% per annum. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends
shall be payable quarterly in arrears on each dividend payment date.
Liquidation Rights. Subject to the
rights of creditors and the holders of any senior securities, including the series N senior convertible preferred stock, or parity securities
(in each case, as defined in the certificate of designation), upon any liquidation of our company or its subsidiaries, before any payment
or distribution of the assets of our company (whether capital or surplus) shall be made to or set apart for the holders of junior securities
(as defined in the certificate of designation), including our common stock, each holder of outstanding series N senior convertible preferred
stock shall be entitled to receive an amount of cash equal to 100% of the stated value of $4.00 per share, plus an amount of cash equal
to all accumulated accrued and unpaid dividends thereon (whether or not declared) to, but not including the date of final distribution
to such holders.
Voting Rights. Holders of series
X senior convertible preferred stock do not have any voting rights; provided that, so long as any shares of series X senior convertible
preferred stock are outstanding, the affirmative vote of holders of a majority of the series X senior convertible preferred stock, which
majority must include Leonite Capital LLC so long as it holds any shares of series X senior convertible preferred stock, voting as a separate
class, shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate
of designation or prior to the creation or issuance of any parity securities or new indebtedness (as defined in the certificate of designation);
provided that the foregoing shall not apply to any financing transaction the use of proceeds of which will be used to redeem the series
X senior convertible preferred stock and the warrants issued in connection therewith. In addition, the affirmative vote of holders of
66% of the series X senior convertible preferred stock, voting as a separate class, is required prior to the creation or issuance of any
senior securities.
Conversion Rights. Each shares
of series X senior convertible preferred stock, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of
the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable shares of common stock determined
by dividing the stated value ($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price equal
to the lower of (i) the lowest VWAP during the five (5) trading days immediately prior to the applicable conversion date and (ii) the
price per share paid in any subsequent financing, or the Fixed Price. The Fixed Price is subject to standard adjustments in the event
of any stock splits, stock combinations, stock reclassifications, dividends paid in common stock, sales of substantially all assets,
mergers, consolidations or similar transactions, as well as a price based antidilution adjustment, pursuant to which, subject to certain
exceptions, if we issue common stock at a price lower than the Fixed Price, the Fixed Price shall decrease to such lower price. Accordingly,
upon completion of this offering, the Fixed Price shall be reset to the price per share paid in this offering. Notwithstanding the foregoing,
in no event shall the holder of any series X senior convertible preferred stock be entitled to convert any number of shares that upon
conversion the sum of (i) the number of shares of common stock beneficially owned by the holder and its affiliates and (ii) the number
of shares of common stock issuable upon the conversion of the series X senior convertible preferred stock with respect to which the determination
of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the then outstanding
common stock. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one
(61) days’ prior notice to us.
Redemption Rights. Commencing on
September 22, 2023, any holder may require us to redeem its shares by the payment in cash therefore of a sum equal to 100% of the stated
value of $4.00 per share, plus the amount of accrued and unpaid dividends and any other amounts due pursuant to the terms of the certificate
of designation; provided however, that in the event that we complete a public offering prior to the redemption date, then any holder may
only cause us to redeem any outstanding series X senior convertible preferred stock by paying such redemption price in twelve (12) equal
monthly installments with the first such payment due on the date that is six (6) months following the date that we complete such public
offering.
Warrants
We have issued warrants for the purchase of 3,150
shares of common stock at a weighted average exercise price of $1,163
per share.
In connection with the consolidated senior secured
convertible promissory note issued to Leonite Capital LLC described below, and in connection with promissory notes previously issued to
Leonite Capital LLC, Leonite Capital LLC has warrant rights for a number of shares of common stock equal to two hundred percent (200%)
of the number of shares of common stock that would be issued upon full conversion of such notes. These warrants have exercise prices ranging
from $150 to $3,000. The exercise prices are subject to standard adjustments, including a full ratchet antidilution adjustment, and the
warrants may be exercised on a cashless basis if the market price of our common stock is greater than the exercise price and the underlying
warrant shares are not then registered or otherwise freely tradeable. The antidilution provision of these warrants is a so-called “exploding”
full ratchet antidilution provision because if we issue shares (except in certain defined scenarios) at a price below the then current
exercise price, the exercise price would be re-set to such new price and the number of shares underlying the warrants would
be increased in the same proportion as the exercise price decrease. If the public offering price is less than the current exercise price,
the exercise price of these warrants will be reduced to such public offering price and the number of shares underlying these warrants
will be increased. This adjustment would occur at the closing of this offering.
Representatives’ Warrants
Upon the closing of this offering, there will
be up to 80,000 shares of common stock issuable upon exercise of the representatives’ warrants (or up to 92,000 shares if the underwriters
exercise the over-allotment option in full). See “Underwriting—Representatives’ Warrants” below for a description
of the representatives’ warrants.
Convertible Promissory
Notes
On September 22, 2022, we issued a consolidated
senior secured convertible promissory note in the principal amount of $2,600,000 to Leonite Capital LLC. Leonite Capital LLC subsequently
advanced additional funds under this note. As of the date of this prospectus, the principal amount outstanding is $3,245,165. Each
advance matures one year from the date of issuance; provided that such maturity date shall be extended to the date that is eighteen months
from the closing of this offering if such offering is completed prior to the maturity date. The note bears interest at a rate of 10%
per annum; provided that upon an event of default (as defined in the note), such rate shall increase to the lesser of 15% or the maximum
legal rate. The holder of the note may, in its sole discretion, elect to convert any outstanding and unpaid principal portion of the
note and any accrued but unpaid interest on such portion into our common stock at a conversion price equal to the lower of (i) the lowest
VWAP during the five (5) trading days immediately prior to the applicable conversion date and (ii) the price per share paid in any subsequent
financing, with such fixed price being subject to standard adjustments, including a price-based antidilution adjustment in the event
that we issue securities at a lower price than such fixed conversion price (subject to certain exceptions).
On November 8, 2019, we issued an 8% convertible
secured redeemable note in the principal amount of $62,357 to GHS Investments, LLC, of which $36,604 in principal remains outstanding.
This note matured on the first anniversary of the date of issuance and accrued interest at a rate of 8% per annum, which increased to
24% following the maturity date. The holder may, in its sole discretion, elect to convert any outstanding principal and accrued but unpaid
interest into our common stock at a conversion price equal to 60% of the lowest closing price of our common stock for the twenty (20)
trading days immediately prior to the conversion date.
On September 3, 2020, we issued a senior secured
convertible promissory note in the principal amount of up to $200,000, with an original issue discount of $50,000, to GHS Investments,
LLC, which amount could be drawn in several tranches. On September 3, 2020, we executed the first tranche in the principal amount of $67,000,
less an original issue discount of $17,000, which matured on June 30, 2021. On November 2, 2020, we executed the second tranche in the
principal amount of $66,500, less an original issue discount of $16,500, which matured on August 31, 2021. On December 29, 2020, we executed
the third tranche in the principal amount of $66,500, less an original issue discount of $16,500, which matured on September 30, 2021.
As of the date of this prospectus, $340,000 in principal remains outstanding. These notes are currently in default and accrue interest
at a default interest rate of 18% per annum. The holder may, in its sole discretion, elect to convert any outstanding principal and accrued
but unpaid interest into our common stock at a conversion price equal to the lower of the closing price on the issuance date or the closing
price on the day prior to such conversion.
On September 12, 2016, we issued a convertible
promissory note in the principal amount of $80,000 to Greentree Financial Group, Inc., of which $50,080 in principle remains outstanding.
This note matured on September 12, 2017 and bears interest at a rate of 10% per annum, which was increased to 20% following the maturity
date. The holder of the note may, in its sole discretion, elect to convert any outstanding principal and accrued but unpaid interest into
our common stock at a conversion price equal to the lower of $0.03 or 50% of the lowest closing price of our common stock for the five
(5) trading days immediately prior to such conversion date.
On January 24, 2017, we issued a convertible
promissory note in the principal amount of up to $250,000 to Greentree Financial Group, Inc. On February 10, 2023, we executed a second
tranche under this note in the principal amount of $50,000, on March 30, 2023, we executed a third tranche under this note in the principal
amount of $25,000 and on August 11, 2023, we executed a fourth tranche under this note in the principal amount of $25,000. The aggregate
principal amount remaining is $155,000. Each advance matures one year from the date of issuance and bears interest at a rate of 15% per
annum; provided that upon an event of default (as defined in the note), such rate increases to 20%. The holder of the note may, in its
sole discretion, elect to convert any outstanding principal and accrued but unpaid interest into our common stock at a conversion price
equal to the lower of $0.25 or 50% of the lowest closing price of our common stock for the ten (10) trading days immediately prior to
such conversion date.
On August 25, 2023, we issued a convertible
promissory note in the principal amount of $5,000 to Alex Cunningham, our Chief Executive Officer. This note is due on August 25, 2024
and bears interest at a rate of 10% per annum; provided that upon an event of default (as defined in the note), such rate increases to
15%. The holder of the note may, in its sole discretion, elect to convert any outstanding principal and accrued but unpaid interest into
our common stock at a conversion price equal to 80% of the lowest closing price of our common stock for the five (5) trading days immediately
prior to such conversion date.
All of the foregoing notes contain an ownership
limitation, which provides that we shall not effect any conversion, and the holder shall not have the right to convert any portion of
a note, to the extent that after giving effect to the issuance of common stock upon conversion of the note, such holder, together with
its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving
effect to the issuance of common stock upon conversion of the note. This limitation may be waived, up to a maximum of 9.99%, by the holder
upon not less than sixty-one (61) days’ prior notice to us.
Anti-Takeover Provisions
Provisions of the Nevada Revised Statutes, our
amended and restated articles of incorporation and our amended and restated bylaws could have the effect of delaying or preventing a third-party
from acquiring us, even if the acquisition would benefit our stockholders. Such provisions of the Nevada Revised Statutes, our amended
and restated articles of incorporation and our amended and restated bylaws are intended to enhance the likelihood of continuity and stability
in the composition of our board of directors and in the policies formulated by the board of directors and to discourage certain types
of transactions that may involve an actual or threatened change of control of our company. These provisions are designed to reduce our
vulnerability to an unsolicited proposal for a takeover that does not contemplate the acquisition of all of our outstanding shares, or
an unsolicited proposal for the restructuring or sale of all or part of our company.
Authorized but Unissued Shares
Our authorized but unissued shares of common stock
are available for our board of directors to issue without stockholder approval, subject to NYSE American’s rules. We may use these
additional shares for a variety of corporate purposes, including raising additional capital, corporate acquisitions and employee stock
plans. The existence of our authorized but unissued shares of common stock could render it more difficult or discourage an attempt to
obtain control of our company by means of a proxy context, tender offer, merger or other transaction since our board of directors can
issue large amounts of capital stock as part of a defense to a take-over challenge. In addition, we have authorized in our amended and
restated articles of incorporation 1,000,000,000 shares of preferred stock. Our board acting alone and without approval of our stockholders,
subject to NYSE American’s rules, can designate and issue one or more series of preferred stock containing super-voting provisions,
enhanced economic rights, rights to elect directors, or other dilutive features, that could be utilized as part of a defense to a take-over
challenge.
Bylaws
In addition, various provisions of our amended
and restated bylaws may also have an anti-takeover effect. These provisions may delay, defer or prevent a tender offer or takeover attempt
of our company that a stockholder might consider in his or her best interest, including attempts that might result in a premium over the
market price for the shares held by our stockholders. Our amended and restated bylaws may be adopted, amended or repealed only by our
board of directors. Our amended and restated bylaws also contain limitations as to who may call special meetings as well as require advance
notice of stockholder matters to be brought at a meeting. Additionally, our amended and restated bylaws also provide that no director
may be removed by less than a two-thirds vote of the issued and outstanding shares entitled to vote on the removal. Our amended and restated
bylaws also permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships.
These provisions will prevent a stockholder from increasing the size of our board of directors and gaining control of our board of directors
by filling the resulting vacancies with its own nominees.
Our amended and restated bylaws also establish
an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations
of persons for election to the board of directors. Stockholders at an annual meeting will only be able to consider proposals or nominations
specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder
who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given us timely
written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. Although our amended and
restated bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals
regarding other business to be conducted at a special or annual meeting, our amended and restated bylaws may have the effect of precluding
the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer
from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of our company.
Cumulative Voting
Furthermore, neither the holders of our common
stock nor the holders of our preferred stock have cumulative voting rights in the election of our directors. The combination of the present
ownership by a few stockholders of a significant portion of our issued and outstanding common stock and lack of cumulative voting makes
it more difficult for other stockholders to replace our board of directors or for a third party to obtain control of our company by replacing
its board of directors.
Nevada Anti-Takeover Statutes
Business Combination Statute
We are subject to the “business combination”
provisions of Sections 78.411 to 78.444 of the Nevada Revised Statutes. In general, such provisions prohibit a Nevada corporation with
at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder for a period
of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved
by the board of directors prior to the date the interested stockholder obtained such status or the combination is approved by the board
of directors and thereafter is approved at a meeting of stockholders by the affirmative vote of stockholders representing at least 60%
of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year period, unless (a)
the combination was approved by the board of directors prior to the person becoming an interested stockholder; (b) the transaction by
which the person first became an interested stockholder was approved by the board of directors before the person became an interested
stockholder; (c) the combination is later approved by a majority of the voting power held by disinterested stockholders; or (d) if the
consideration to be paid by the interested stockholder is at least equal to the highest of: (i) the highest price per share paid by the
interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction
in which it became an interested stockholder, whichever is higher, or (ii) the market value per share of common stock on the date of announcement
of the combination and the date the interested stockholder acquired the shares, whichever is higher.
A “combination” is generally defined
to include mergers or consolidations or any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction
or a series of transactions, with an “interested stockholder” or any affiliate or associate of an interested stockholder having:
(a) an aggregate market value equal to more than 5% of the aggregate market value of the assets of the corporation, (b) an aggregate market
value equal to more than 5% of the aggregate market value of all outstanding voting shares of the corporation, and (c) more than 10% of
the earning power or net income of the corporation.
An “interested stockholder” is generally
defined to mean a beneficial owner of at least 10% of the outstanding voting power or an affiliate or associate of the corporation that
has been a 10% beneficial owner within the preceding 2 years. The statutes could prohibit or delay mergers or other takeover or change
in control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders
the opportunity to sell their stock at a price above the prevailing market price.
Acquisition of Controlling Interest Statute
Nevada’s Acquisition of Controlling Interest
Statute (NRS Sections 78.378-78.3793) applies only to Nevada corporations with at least 200 stockholders, including at least 100 stockholders
of record who are Nevada residents, which conduct business directly or indirectly in Nevada and whose articles of incorporation or bylaws
in effect 10 days following the acquisition of a controlling interest by an acquiror do not prohibit its application. As of the date of
this prospectus, we do not believe we have 100 stockholders of record who are residents of Nevada, although there can be no assurance
that in the future the acquisition of controlling interest statutes will not apply to us.
Nevada’s Acquisition of Controlling Interest
Statute, prohibits an acquiror, under certain circumstances, from voting shares of a target corporation’s stock after crossing certain
threshold ownership percentages, unless the acquiror obtains the approval of the target corporation’s stockholders. The statute
specifies three thresholds that constitute a controlling interest: (a) at least one-fifth but less than one-third; (b) at least one-third
but less than a majority; and (c) a majority or more, of the outstanding voting power. Once an acquiror crosses one of these thresholds,
shares which it acquired in the transaction exceeding the threshold (or within ninety days preceding the date thereof) become “control
shares” which could be deprived of the right to vote until a majority of the disinterested stockholders restore that right.
A special stockholders meeting may be called at
the request of the acquiror to consider the voting rights of the acquiror’s shares. If the acquiror requests a special meeting and
gives an undertaking to pay the expenses of said meeting, then the meeting must take place no earlier than 30 days (unless the acquiror
requests that the meeting be held sooner) and no more than 50 days (unless the acquiror agrees to a later date) after the delivery by
the acquiror to the corporation of an information statement which sets forth the range of voting power that the acquiror has acquired
or proposes to acquire and certain other information concerning the acquiror and the proposed control share acquisition.
If no such request for a stockholders meeting
is made, consideration of the voting rights of the acquiror’s shares must be taken at the next special or annual stockholders meeting.
If the stockholders fail to restore voting rights to the acquiror, or if the acquiror fails to timely deliver an information statement
to the corporation, then the corporation may, if so provided in its articles of incorporation or bylaws, call certain of the acquiror’s
shares for redemption at the average price paid for the control shares by the acquiror.
In the event the stockholders restore full voting
rights to a holder of control shares that owns a majority of the voting stock, then all other stockholders who do not vote in favor of
restoring voting rights to the control shares may demand payment for the “fair value” of their shares as determined by a court
in dissenters rights proceeding pursuant to Chapter 92A of the Nevada Revised Statutes.
Transfer Agent and Registrar
The transfer agent for our common stock is Transfer
Online, Inc. The transfer agent’s address is 512 SE Salmon Street, Portland, Oregon 97214 and its telephone number is 503-227-2950.
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, only a limited public
market for our common stock existed on the OTC Pink Market. Future sales of substantial amounts of shares of our common stock, including
shares issued upon the conversion of convertible notes and the exercise of outstanding options and warrants, in the public market after
this offering, or the possibility of these sales occurring, could cause the prevailing market price for our common stock to fall or impair
our ability to raise equity capital in the future.
Immediately following the closing of this offering,
we will have 40,736,061 shares of common stock issued and outstanding. In the event the underwriters exercise the over-allotment
option in full, we will have 40,976,061 shares of common stock issued and outstanding. The common stock sold in this offering
will be freely tradable without restriction or further registration or qualification under the Securities Act.
Previously issued shares of common stock that
were not offered and sold in this offering, as well as shares issuable upon the exercise of warrants and subject to employee stock options,
are or will be upon issuance, “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These
restricted securities are eligible for public sale only if such public resale is registered under the Securities Act or if the resale
qualifies for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which are summarized below.
Rule 144
In general, a person who has beneficially owned
restricted shares of our common stock for at least twelve months, or at least six months in the event we have been a reporting company
under the Exchange Act for at least ninety (90) days before the sale, would be entitled to sell such securities, provided that such person
is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the ninety (90) days
preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person
would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:
| · | 1% of the number of shares of our common stock then outstanding; or |
| · | 1% of the average weekly trading volume of our common stock during the four calendar weeks preceding the
filing by such person of a notice on Form 144 with respect to the sale; |
provided that, in each case, we are subject to
the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the
manner of sale, notice and other provisions of Rule 144, to the extent applicable.
Rule 701
In general, Rule 701 allows a stockholder who
purchased shares of our capital stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate
of ours during the immediately preceding 90 days to sell those shares in reliance upon Rule 144, but without being required to comply
with the public information, holding period, volume limitation or notice provisions of Rule 144. All holders of Rule 701 shares, however,
are required to wait until ninety (90) days after the date of this prospectus before selling shares pursuant to Rule 701.
Lock-Up Agreements
We and our directors, officers, and stockholders
holding more than 5% of our common stock as of the effective date of this prospectus have agreed not to sell, transfer or dispose of any
common stock for a period of six months from the date of the prospectus in the case of our company and for a period of three months in
the case of our directors, officers and stockholders, subject to certain exceptions. See “Underwriting” for more information.
MATERIAL U.S. FEDERAL INCOME TAX
CONSIDERATIONS FOR NON-U.S. HOLDERS
The following is a summary of the material U.S.
federal income tax consequences of the purchase, ownership and disposition of our common stock. This summary is limited to Non-U.S. Holders
(as defined below) that hold our common stock as a capital asset (generally, property held for investment) for U.S. federal income tax
purposes. This summary does not discuss all of the aspects of U.S. federal income taxation that may be relevant to a Non-U.S. Holder in
light of the Non-U.S. Holder’s particular investment or other circumstances. Accordingly, all prospective Non-U.S. Holders should
consult their own tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership
and disposition of our common stock.
This summary is based on provisions of the Code,
applicable U.S. Treasury regulations and administrative and judicial interpretations, all as in effect or in existence on the date of
this prospectus. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which
may be applied retroactively, could alter the U.S. federal income tax consequences of owning and disposing of our common stock as described
in this summary. There can be no assurance that the IRS will not take a contrary position with respect to one or more of the tax consequences
described herein and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the United States federal
income tax consequences of the ownership or disposition of our common stock.
As used in this summary, the term “Non-U.S.
Holder” means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes:
| · | an individual who is a citizen or resident of the United States; |
| · | a corporation (or other entity treated as a corporation)
created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
| · | an entity or arrangement treated as a partnership; |
| · | an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of
its source; or |
| · | a trust, if (1) a U.S. court is able to
exercise primary supervision over the trust’s administration and one or more “United States persons” (within the meaning
of the Code) has the authority to control all of the trust’s substantial decisions, or (2) the trust has a valid election in
effect under applicable U.S. Treasury regulations to be treated as a United States person. |
If an entity or arrangement treated as a partnership
for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in such a partnership generally will depend
upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships,
and partners in partnerships, that hold our common stock should consult their own tax advisors as to the particular U.S. federal income
tax consequences of owning and disposing of our common stock that are applicable to them.
This summary does not consider any specific facts
or circumstances that may apply to a Non-U.S. Holder, including the impact of the net investment income tax and the alternative minimum
tax, and does not address any special tax rules that may apply to particular Non-U.S. Holders, including, without limitation:
| · | a Non-U.S. Holder that is a financial institution,
insurance company, tax-exempt organization, pension plan, broker, dealer or trader in stocks or securities, foreign currency dealer, U.S.
covered expatriate, controlled foreign corporation or passive foreign investment company; |
| · | a Non-U.S. Holder holding our common stock as
part of a conversion, constructive sale, wash sale or other integrated transaction or a hedge, straddle or synthetic security; |
| · | a Non-U.S. Holder that holds or receives our common stock pursuant to the exercise of any employee stock
option or otherwise as compensation; or |
| · | a Non-U.S. Holder that at any time owns, directly, indirectly or constructively, 5% or more of our outstanding
common stock. |
In addition, this summary does not address any
U.S. state or local, or non-U.S. or other tax consequences, or any U.S. federal income tax consequences for beneficial owners of a Non-U.S.
Holder, including stockholders of a controlled foreign corporation or passive foreign investment company that holds our common stock.
This summary also does not address the effects of other U.S. federal tax laws, such as estate and gift tax laws.
Each Non-U.S. Holder should consult its tax
advisor regarding the U.S. federal, state, local and non-U.S. income and other tax consequences of owning and disposing of our common
stock.
Distributions
We do not currently expect to pay any cash dividends
on our common stock. If we make distributions of cash or property (other than certain pro rata distributions of our common stock) with
respect to our common stock, any such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent
paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds
our current and accumulated earnings and profits, the excess will be treated as a nontaxable return of capital to the extent of the Non-U.S.
Holder’s adjusted tax basis in its common stock and will reduce (but not below zero) such Non-U.S. Holder’s adjusted tax basis
in its common stock. Any remaining excess will be treated as gain from a disposition of our common stock subject to the tax treatment
described below in “—Dispositions of Our Common Stock.”
Subject to the discussion below on effectively
connected income, dividends paid to a Non-U.S. Holder of our common stock will be subject to U.S. federal withholding tax at a rate of
30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder
furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate).
Distributions on our common stock that are treated
as dividends and that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States will
be taxed on a net income basis at the regular graduated rates and in the manner applicable to U.S. persons. An exception may apply if
the Non-U.S. Holder is eligible for, and properly claims, the benefit of an applicable income tax treaty and the dividends are not attributable
to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States. In such case, the Non-U.S. Holder may
be eligible for a lower rate under an applicable income tax treaty between the United States and its jurisdiction of tax residence. Dividends
that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States will not be subject
to U.S. withholding tax if the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8ECI (or other
applicable form) in accordance with the applicable certification and disclosure requirements. A Non-U.S. Holder treated as a corporation
for U.S. federal income tax purposes may also be subject to a “branch profits tax” at a 30% rate (unless the Non-U.S. Holder
is eligible for a lower rate under an applicable income tax treaty) on the Non-U.S. Holder’s earnings and profits (attributable
to dividends on our common stock or otherwise) that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business
within the United States.
The IRS Forms and other certifications described
above must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. A Non-U.S.
Holder may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS in
the form of a U.S. tax return. Non-U.S. Holders should consult their tax advisors regarding their eligibility for benefits under any relevant
income tax treaty and the manner of claiming such benefits.
The foregoing discussion is subject to the discussions
below under “—Backup Withholding and Information Reporting” and “—FATCA Withholding.”
Dispositions of Our Common Stock
A Non-U.S. Holder generally will not be subject
to U.S. federal income tax (including U.S. withholding tax) on gain recognized on any sale or other disposition of our common stock unless:
| · | the gain is effectively connected with the Non-U.S.
Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable
to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); in this case, the gain will be subject
to U.S. federal income tax on a net income basis at the regular rates and in the manner applicable to United States persons (unless
an applicable income tax treaty provides otherwise) and, if the Non-U.S. Holder is treated as a corporation for U.S. federal income tax
purposes, the “branch profits tax” described above may also apply; |
| · | the Non-U.S. Holder is an individual who is present
in the United States for 183 days or more in the taxable year of the disposition and meets certain other requirements; in this case, except
as otherwise provided by an applicable income tax treaty, the gain, which may be offset by certain U.S. source capital losses (provided
the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses), generally will be subject to a flat
30% U.S. federal income tax, even if the Non-U.S. Holder is not treated as a resident of the United States under the Code; or |
| · | we are or have been a “United States real
property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (i) the five-year period ending
on the date of disposition and (ii) the period that the Non-U.S. Holder held our common stock. |
Generally, a corporation is a “United States
real property holding corporation” if the fair market value of its “United States real property interests” equals or
exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in
a trade or business. We believe that we are not currently, and we do not anticipate becoming in the future, a United States real property
holding corporation. However, because the determination of whether we are a United States real property holding corporation is made from
time to time and depends on the relative fair market values of our assets, there can be no assurance in this regard. If we were a United
States real property holding corporation, the tax relating to disposition of stock in a United States real property holding corporation
generally will not apply to a Non-U.S. Holder whose holdings, direct, indirect and constructive, constituted 5% or less of our common
stock at all times during the applicable period, provided that our common stock is “regularly traded on an established securities
market” (as provided in applicable U.S. Treasury regulations) at any time during the calendar year in which the disposition occurs.
NYSE American is an “established securities market” for this purpose. However, no assurance can be provided that our common
stock will be regularly traded on an established securities market for purposes of the rules described above. Non-U.S. Holders should
consult their tax advisors regarding the possible adverse U.S. federal income tax consequences to them if we are, or were to become, a
United States real property holding corporation.
The foregoing discussion is subject to the discussions
below under “—Backup Withholding and Information Reporting” and “—FATCA Withholding.”
Backup Withholding and Information Reporting
Backup withholding (currently at a rate of 24%)
will not apply to payments of dividends on our common stock to a Non-U.S. Holder if the Non-U.S. Holder provides to the applicable withholding
agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-U.S.
Holder is not a United States person or is otherwise entitled to an exemption. However, the applicable withholding agent generally will
be required to report to the IRS (and to such Non-U.S. Holder) payments of distributions on our common stock and the amount of U.S. federal
income tax, if any, withheld from those payments, regardless of whether such distributions constitute dividends. In accordance with applicable
treaties or agreements, the IRS may provide copies of such information returns to the tax authorities in the country in which the Non-U.S.
Holder resides.
The gross proceeds from sales or other dispositions
of our common stock may be subject, in certain circumstances discussed below, to U.S. backup withholding and information reporting. If
a Non-U.S. Holder sells or otherwise disposes of our common stock outside the United States through a non-U.S. office of a non-U.S. broker
and the disposition proceeds are paid to the Non-U.S. Holder outside the United States, the U.S. backup withholding and information reporting
requirements generally will not apply to that payment. However, U.S. information reporting, but not U.S. backup withholding, will apply
to a payment of disposition proceeds, even if that payment is made outside the United States, if a Non-U.S. Holder sells our common stock
through a non-U.S. office of a broker that is a United States person or has certain enumerated connections with the United States, unless
the broker has documentary evidence in its files that the Non-U.S. Holder is not a United States person and certain other conditions are
met or the Non-U.S. Holder otherwise qualifies for an exemption.
If a Non-U.S. Holder receives payments of the
proceeds of a disposition of our common stock to or through a U.S. office of a broker, the payment will be subject to both U.S. backup
withholding and information reporting unless the Non-U.S. Holder provides to the broker a properly executed IRS Form W-8BEN or W-8BEN-E
(or other applicable form) certifying under penalties of perjury that the Non-U.S. Holder is not a United States person, or the Non-U.S.
Holder otherwise qualifies for an exemption.
Backup withholding is not an additional tax. Any
amounts withheld under the backup withholding rules may be credited against the Non-U.S. Holder’s U.S. federal income tax liability
(which may result in the Non-U.S. Holder being entitled to a refund), provided that the required information is timely furnished to the
IRS.
FATCA Withholding
The Foreign Account Tax Compliance Act and related
U.S. Treasury guidance (commonly referred to as FATCA) impose U.S. federal withholding tax at a rate of 30% on payments to foreign financial
entities and certain non-financial foreign entities of (i) U.S. source dividends (including dividends paid on our common stock) and
(ii) subject to the proposed Treasury Regulations discussed below, the gross proceeds from the sale or other disposition of property
that produces U.S. source dividends (including sales or other dispositions of our common stock). This withholding tax applies to applicable
foreign entities, whether acting as a beneficial owner or an intermediary, unless such applicable foreign entity complies with (i) certain
information reporting requirements regarding its U.S. account holders and its U.S. owners and (ii) certain withholding obligations
applicable to certain payments to its account holders and certain other persons. Accordingly, the entity through which a Non-U.S. Holder
holds its common stock will affect the determination of whether FATCA withholding is required. Foreign financial institutions located
in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.
Under the applicable U.S. Treasury Regulations
and administrative guidance, withholding under FATCA generally will apply to payments of dividends on our common stock. While withholding
under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019,
proposed U.S. Treasury Regulations eliminate FATCA withholding on payments of gross proceeds. Taxpayers generally may rely on these proposed
U.S. Treasury Regulations until final U.S. Treasury Regulations are issued.
Non-U.S. Holders are encouraged to consult their own tax advisors regarding
the potential application of FATCA to their particular circumstances.
UNDERWRITING
We are offering the common stock described in
this prospectus through the underwriters listed below. Craft Capital Management LLC is acting as the sole bookrunner of this offering
and Craft Capital Management LLC and R.F. Lafferty & Co., Inc, or the representatives, are acting as representatives of the underwriters.
We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement,
we have agreed to sell to each underwriter named below, and each underwriter named below has severally agreed to purchase, at the public
offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of shares listed next to
its name in the following table.
Underwriter | |
Number of Shares | |
Craft Capital Management LLC | |
| | |
R.F. Lafferty & Co., Inc. | |
| | |
Total | |
| 1,600,000 | |
The underwriters are committed to purchase all
the shares of common stock offered by this prospectus if they purchase any shares pursuant to the underwriting agreement. The underwriters
are not obligated to purchase the shares covered by the underwriter’s over-allotment option as described below. The underwriting
agreement provides that the obligation of the underwriters to purchase all of the shares of common stock being offered to the public is
subject to specific conditions, including the absence of any material adverse change in our business or in the financial markets and the
receipt of certain legal opinions, certificates and letters from us, our counsel and the independent auditors. The underwriters reserve
the right to withdraw, cancel, or modify offers to the public and to reject orders in whole or in part. We have been advised by the Representatives
that the underwriters intend to make a market in the common stock but that they are not obligated to do so and may discontinue making
a market at any time without notice. In connection with this offering, certain of the underwriters or securities dealers may distribute
prospectuses electronically.
We have agreed to indemnify the underwriters against
specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required
to make in respect thereof.
Underwriting Commissions and Discounts and
Expenses
The following table shows the price per share
and total public offering price, underwriting discounts, and proceeds before expenses to us. The total amounts are shown assuming both
no exercise and full exercise of the over-allotment option.
|
|
Per
Share |
|
Without
Over-Allotment Option |
|
With
Over-Allotment Option |
Public offering price |
|
$ |
5.00 |
|
$ |
8,000,000 |
|
$ |
9,200,000 |
Underwriting discounts and commissions
(7.5%) |
|
|
0.38 |
|
|
600,000 |
|
|
690,000 |
Non-accountable expense allowance (1%) |
|
|
0.05 |
|
|
80,000 |
|
|
92,000 |
Proceeds to us, before expenses |
|
$ |
4.57 |
|
$ |
7,320,000 |
|
$ |
8,418,000 |
We have agreed to reimburse the representatives
for reasonable out-of-pocket expenses incurred by the representatives in connection with this offering, regardless of whether the offering
is consummated, up to $125,000. The out-of-pocket expenses include, but are not limited to: (i) road show expenses, (ii) fees and expenses
of the representatives’ legal counsel, (iii) the cost of background check on our officers and directors and (iv) due diligence expenses.
In addition, we also agreed to pay the representatives 1.0% of the gross proceeds of the offering for non-accountable expenses.
We estimate that our total expenses of this offering,
exclusive of the underwriting discounts and commissions and the non-accountable expense allowance, will be approximately $650,000.
Representatives’ Warrants
In addition, we have agreed to issue warrants
to the representatives or their designees to purchase a number of shares of common stock
equal to 5.0% of the total number of shares of common stock sold in this offering (including any shares sold in the offering to cover
over-allotments) at an exercise price equal to 125% of the offering price of the common stock sold in this offering. The warrants will
be exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six months
after the date of the commencement of the sales of the public securities. The warrants are not redeemable by us. The warrants and the
shares underlying the warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA
Rule 5110(e)(1). The representatives (or permitted assignees under the FINRA Rule 5110(e)) may not sell, transfer, assign, pledge, or
hypothecate the warrants or the shares underlying the warrants, nor will they engage in any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition of the warrants or the underlying shares for a period of 180 days
following the date of commencement of sales of the public offering except as permitted by FINRA Rule 5110(e)(2). The representatives or
their designees will also be entitled to one demand registration of the sale of the shares underlying the warrants at our expense with
a duration of no more than five (5) years following the commencement of sales of this offering as permitted by FINRA Rule 5110(g)(8)(C),
and unlimited “piggyback” registration rights with a duration of no more than seven (7) years following the commencement of
sales of this offering as permitted by FINRA Rule 5110(g)(8)(D). The registration statement of which this prospectus forms a part
also registers the representatives’ warrants and the shares of common stock issuable upon exercise of the representatives’
warrants. The warrants will provide for adjustment in the number and price of
such warrants and the shares underlying such warrants in the event of recapitalization, merger, or other structural transaction to prevent
mechanical dilution.
Over-Allotment Option
We have granted to the representatives an option,
exercisable not later than 45 days after the closing date of this offering, to purchase up to 240,000 additional shares of common stock,
equal to 15% of the number of shares of common stock sold in this offering, at a price per share equal to the public offering price, less
the underwriting discount. The representatives may exercise the option solely to cover over-allotments, if any, made in connection with
this offering. If any additional shares of common stock are purchased pursuant to the over-allotment option, the underwriters will offer
these shares of common stock on the same terms as those on which the other securities are being offered hereby.
Right of First Refusal
The representatives have the right of first refusal
for 12 months following the consummation of this offering to act as exclusive financial advisors, or to act as joint financial advisors
with another advisor in the representatives’ sole discretion, on any public or private financing (debt or equity) using an underwriter
or placement agent.
Lock-Up Agreements
We have agreed that, without the prior written
consent of the representatives, subject to certain exceptions, we will not, for a period of 180 days after the date of the prospectus,
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or
any securities convertible into or exercisable or exchangeable for common stock; (ii) file or caused to be filed any registration statement
with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable
for shares of common stock, (iii) complete any offering of debt securities, other than entering into a line of credit with a traditional
bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of the shares of common stock, whether any such transaction is to be settled by delivery of shares of common stock or such
other securities, in cash or otherwise.
In addition, for a period of six months after
the date of the prospectus, our directors, executive officers, and any holders of 5% or more of the outstanding shares of common stock
as of the effective date of the registration statement of which this prospectus is a part have agreed, without the prior written consent
of the representatives, subject to limited exceptions, not to (i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose
of, directly or indirectly, any common stock or any securities convertible into or exercisable or exchangeable for common stock, or (ii)
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the common stock.
Electronic Offer, Sale and Distribution of
Securities
A prospectus in electronic format may be made
available on the Internet sites or through other online services maintained by one or more underwriters participating in this offering,
or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter,
prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares
for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same
basis as other allocations. Other than the prospectus in electronic format, the information on, or that can be accessed through, any underwriter’s
website and any information contained in any other website maintained by an underwriter is not part of, and is not incorporated by reference
into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us
or the underwriters, and it should not be relied upon by investors.
Pricing of this Offering
Our common stock is currently quoted on the OTC
Pink Market operated by OTC Markets Group Inc. under the symbol “CDIX.” In connection with this offering, we intend to apply
for the listing of our common stock on NYSE American under the symbol “CDIX.” The closing of this offering is contingent upon
our uplisting to NYSE American.
The public offering price for the common stock
will be determined through negotiations between us and the representatives. Among the factors to be considered in these negotiations will
be prevailing market conditions, our financial information, market valuations of other companies that we and the representatives believe
to be comparable to us, estimate of our business potential and earning prospects, the present state of our development, and other factors
deemed relevant. The offering price stated on the cover page of this prospectus should not be considered an indication of the actual value
of the shares of common stock sold in the public offering. The values of such shares of common stock are subject to change as a result
of market conditions and other factors. We offer no assurances that the offering price will correspond to the price at which our shares
of common stock will trade in the public market subsequent to this offering or that an active trading market for our shares will develop
and continue after this offering.
Price Stabilization, Short Positions and Penalty
Bids
In connection with this offering, the underwriters
may engage in activities that stabilize, maintain or otherwise affect the price of shares of common stock during and after this offering,
including:
·
stabilizing transactions;
·
short sales;
·
purchases to cover positions created by short sales;
·
imposition of penalty bids; and
·
syndicate covering transactions.
Stabilizing transactions consist of bids or purchases
made for the purpose of preventing or retarding a decline in the market price of shares of common stock while this offering is in progress.
Stabilization transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
These transactions may also include making short sales of common stock, which involve the sale by the underwriters of a greater number
of shares of common stock than they are required to purchase in this offering and purchasing shares of common stock on the open market
to cover short positions created by short sales. Short sales may be “covered short sales,” which are short positions in an
amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked short sales,”
which are short positions in excess of that amount.
The underwriters may close out any covered short
position by either exercising their option, in whole or in part, or by purchasing shares in the open market. In making this determination,
the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price
at which they may purchase shares through the over-allotment option.
Naked short sales are short sales made in excess
of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A
naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of
the shares of common stock in the open market that could adversely affect investors who purchased in this offering.
The underwriters also may impose a penalty bid.
This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the
representatives have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.
These
stabilizing transactions, short sales, purchases to cover positions created by short sales, the imposition of penalty bids and syndicate
covering transactions may have the effect of raising or maintaining the market price of shares of common stock or preventing or retarding
a decline in the market price of our shares of common stock. As a result of these activities, the price of our shares of common stock
may be higher than the price that otherwise might exist in the open market. The underwriters may carry out these transactions on NYSE
American, in the over-the-counter market or otherwise. Neither we nor the
underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the
shares. Neither we, nor any of the underwriters make any representation that the underwriters will engage in these stabilization transactions
or that any transaction, once commenced, will not be discontinued without notice.
Other Relationships
The underwriters and their respective affiliates
are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.
The underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary
course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various
business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts
of their customers, and such investment and securities activities may involve securities and/or instruments of our company. The underwriters
and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect
to such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in
such securities and instruments.
Offer Restrictions Outside the United States
Other than in the United States, no action has
been taken by us or the underwriter that would permit a public offering of the securities offered by this prospectus in any jurisdiction
where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly,
nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities
be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and
regulations of that jurisdiction. Persons who come into possession of this prospectus are advised to inform themselves about and to observe
any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation
is unlawful.
LEGAL MATTERS
Bevilacqua PLLC has acted as our counsel in connection
with the preparation of this prospectus. The validity of the shares of common stock covered by this prospectus will be passed upon
by Sherman & Howard L.L.C. The underwriters have been represented in connection with this offering by Brunson Chandler & Jones, PLLC.
As partial compensation for its services, we have
agreed to issue to Bevilacqua PLLC upon closing of this offering a number of shares of our common stock equal to $60,000 divided by the
public offering price per share for this offering.
EXPERTS
Our financial statements for the years ended December
31, 2023 and 2022 included in this prospectus have been audited by Grassi & Co., CPAs, P.C., an independent registered public accounting
firm, and are included in reliance on such report given the authority of said firm as an expert in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement, of which
this prospectus is a part, on Form S-1 with the SEC relating to this offering. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information in the registration statement and the exhibits filed with the registration statement.
For further information pertaining to us and the securities to be sold in this offering, you should refer to the registration statement
and its exhibits. References in this prospectus to any of our contracts, agreements or other documents are not necessarily complete, and
you should refer to the exhibits attached to the registration statement for copies of the actual contracts, agreements or documents.
We are subject to the information and periodic
requirements of the Exchange Act and, in accordance therewith, file annual, quarterly, and current reports, proxy statements and other
information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC. The address is www.sec.gov. We also maintain a website at www.cardifflexington.com.
You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge as soon as reasonably practicable
after they are electronically filed with, or furnished to, the SEC. The reference to our website does not constitute incorporation by
reference of the information contained on or accessible through our website, and you should not consider the contents of our website in
making an investment decision with respect to our common stock.
FINANCIAL STATEMENTS
CARDIFF LEXINGTON CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Cardiff Lexington Corp and Subsidiaries
Opinion
on the Financial Statements
We have audited the accompanying balance sheets
of Cardiff of Lexington Corporation and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated
statements of operations, stockholders’ equity (deficiency), and cash flows for each of the years in the two-year period ended December
31, 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.
Restatement of Financial Statements
As discussed in Note 2 to the consolidated financial
statements, the Company’s consolidated financial statements as of and for the year ended December 31, 2022 have been restated to
correct certain misstatements.
Substantial Doubt Regarding the Company’s
Ability to Continue as a Going Concern
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements,
the Company has sustained an accumulated deficit and negative cash flows from operations, which raise substantial doubt about its ability
to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect
to this matter.
Basis for Opinion
These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below
are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Goodwill
Critical Audit Matter Description
As of
December 31, 2023, the Company had approximately $5.7 million of goodwill. As discussed in Note 1 and Note 12 to the consolidated financial
statements, goodwill is tested annually for impairment at the reporting unit level, or more frequently if impairment indicators arise.
The
principal consideration for our determination that this was a critical audit matter resulted from the material balance of goodwill at
year end and the Company’s goodwill impairment analyses requiring a high degree of management judgement. There was a high degree
of subjective auditor judgment associated with the evaluation of management’s assertion with respect to the realizability of goodwill.
How we addressed the matter:
We obtained an understanding of the
Company’s goodwill impairment evaluation process, including controls over management’s review of the significant assumptions.
We considered the material weakness relating to management’s internal controls in determining the nature, timing and extent of audit
tests applied in our audit.
Our primary substantive audit procedures
to test the Company’s goodwill impairment analyses included evaluating the completeness and reasonableness of management’s
qualitative assessment. We obtained management’s qualitative goodwill analysis and compared certain significant assumptions to existing
market conditions and information. We also compared significant assumptions, where relevant, to the plans of the Company, including management’s
expectations regarding the Company’s business model, customer base and other relevant factors. Finally, we assessed the adequacy
of the disclosures in the consolidated financial statements.
GRASSI & CO., CPAs, PC
We have served as the Company’s auditor since 2022.
Jericho, New York
March 27, 2024
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2023 AND 2022
| |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 (Restated) | |
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
$ | 866,943 | | |
$ | 219,085 | |
Accounts receivable-net | |
| 13,305,254 | | |
| 6,603,920 | |
Prepaid and other current assets | |
| 5,000 | | |
| 5,000 | |
Total current assets | |
| 14,177,197 | | |
| 6,828,005 | |
| |
| | | |
| | |
Property and equipment, net | |
| 34,661 | | |
| 55,439 | |
Land | |
| 540,000 | | |
| 540,000 | |
Goodwill | |
| 5,666,608 | | |
| 5,666,608 | |
Right of use - assets | |
| 289,062 | | |
| 218,926 | |
Due from related party | |
| 4,979 | | |
| 4,979 | |
Other assets | |
| 33,304 | | |
| 30,823 | |
Total assets | |
$ | 20,745,811 | | |
$ | 13,344,780 | |
| |
| | | |
| | |
LIABILITIES, MEZZANINE EQUITY AND DEFICIENCY IN STOCKHOLDERS' EQUITY | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expense | |
$ | 2,047,131 | | |
$ | 1,915,920 | |
Accrued expenses - related parties | |
| 4,733,057 | | |
| 3,750,557 | |
Accrued interest | |
| 620,963 | | |
| 350,267 | |
Right of use - liabilities | |
| 157,669 | | |
| 142,307 | |
Due to director and officer | |
| 120,997 | | |
| 123,192 | |
Notes payable | |
| 2,136,077 | | |
| 15,809 | |
Convertible notes payable, net of debt discounts of $24,820 and $46,797, respectively | |
| 3,807,030 | | |
| 3,515,752 | |
Net liabilities of discontinued operations | |
| 237,643 | | |
| 151,123 | |
Total current liabilities | |
| 13,860,567 | | |
| 9,964,927 | |
| |
| | | |
| | |
Other liabilities | |
| | | |
| | |
Notes payable | |
| 144,666 | | |
| 139,789 | |
Operating lease liability – long term | |
| 119,056 | | |
| 84,871 | |
Total liabilities | |
| 14,124,289 | | |
| 10,189,587 | |
| |
| | | |
| | |
Mezzanine equity | |
| | | |
| | |
Redeemable Series N Senior Convertible Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value $4.00, 868,056 shares issued and outstanding at December 31, 2023 and 2022 | |
| 3,891,439 | | |
| 3,125,002 | |
Redeemable Series R Senior Convertible Preferred Stock - 5,000 shares authorized, $0.001 par value, stated value of $1,200, 165 shares issued and outstanding at December 31, 2023 and 2022 | |
| 307,980 | | |
| 274,982 | |
Redeemable Series X Senior Convertible Preferred Stock - 5,000,000 shares authorized, $0.001 par value, stated value of $4.00 par value; 375,000 shares issued and outstanding at December 31, 2023 and 2022 | |
| 1,690,685 | | |
| 1,500,000 | |
Total Mezzanine Equity | |
| 5,890,104 | | |
| 4,899,984 | |
| |
| | | |
| | |
Stockholders' equity (deficit) | |
| | | |
| | |
Series B Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value of $4.00, 2,139,478 and 2,131,328 shares issued and outstanding at December 31, 2023 and 2022, respectively | |
| 8,537,912 | | |
| 8,525,312 | |
Series C Preferred Stock - 500 shares authorized, $0.001 par value, stated value of $4.00, 123 shares issued and outstanding at December 31, 2023 and 2022 | |
| 488 | | |
| 488 | |
Series E Preferred Stock - 1,000,000 shares authorized, $0.001 par value, stated value $4.00, 155,750 and 150,750 shares issued and outstanding at December 31, 2023 and 2022, respectively | |
| 623,000 | | |
| 603,000 | |
Series F-1 Preferred Stock - 50,000 shares authorized, $0.001 par value, stated value $4.00, 35,752 shares issued and outstanding at December 31, 2023 and 2022 | |
| 143,008 | | |
| 143,008 | |
Series I Preferred Stock - 15,000,000 shares authorized, $0.001 par value, stated value $4.00, 14,885,000 issued and outstanding at December 31, 2023 and 2022 | |
| 59,540,000 | | |
| 59,540,000 | |
Series J Preferred Stock - 2,000,000 shares authorized, $0.001 par value, stated value $4.00, 1,713,584 shares issued and outstanding at December 31, 2023 and 2022 | |
| 6,854,336 | | |
| 6,854,336 | |
Series L Preferred Stock - 400,000 shares authorized, $0.001 par value, stated value $4.00, 319,493 shares issued and outstanding at December 31, 2023 and 2022 | |
| 1,277,972 | | |
| 1,277,972 | |
Common Stock; 7,500,000,000 shares authorized, $0.001 par value; 24,065 and 10,997 shares issued and outstanding at December 31, 2023 and 2022, respectively | |
| 1,804,799 | | |
| 824,793 | |
Additional paid-in capital | |
| (9,365,982 | ) | |
| (8,581,265 | ) |
Accumulated deficit | |
| (68,684,115 | ) | |
| (70,932,435 | ) |
Total stockholders' equity (deficit) | |
| 731,418 | | |
| (1,744,791 | ) |
Total liabilities, mezzanine equity and stockholders' equity | |
$ | 20,745,811 | | |
$ | 13,344,780 | |
The accompanying notes are an integral part of
these consolidated financial statements
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
| |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 (Restated) | |
REVENUE | |
| | | |
| | |
Healthcare | |
$ | 11,853,266 | | |
$ | 10,693,196 | |
Total revenue | |
| 11,853,266 | | |
| 10,693,196 | |
| |
| | | |
| | |
COST OF SALES | |
| | | |
| | |
Healthcare | |
| 3,560,624 | | |
| 4,060,034 | |
Total cost of sales | |
| 3,560,624 | | |
| 4,060,034 | |
| |
| | | |
| | |
GROSS PROFIT | |
| 8,292,642 | | |
| 6,633,162 | |
| |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | |
Depreciation expense | |
| 20,777 | | |
| 23,132 | |
Selling, general and administrative | |
| 3,076,820 | | |
| 2,703,141 | |
Total operating expenses | |
| 3,097,597 | | |
| 2,726,273 | |
| |
| | | |
| | |
INCOME FROM CONTINUING OPERATIONS | |
| 5,195,045 | | |
| 3,906,889 | |
| |
| | | |
| | |
OTHER INCOME (EXPENSE) | |
| | | |
| | |
Other (expense) income | |
| (49,795 | ) | |
| 150,250 | |
Gain on debt refinance and forgiveness | |
| 115,448 | | |
| 1,397,271 | |
Penalties and fees | |
| (53,000 | ) | |
| (2,063,916 | ) |
Interest expense | |
| (1,956,266 | ) | |
| (6,387,309 | ) |
Amortization of debt discounts | |
| (136,518 | ) | |
| (253,823 | ) |
Total other expenses | |
| (2,080,131 | ) | |
| (7,157,527 | ) |
| |
| | | |
| | |
LOSS FROM DISCONTINUED OPERATIONS | |
| – | | |
| (2,178,883 | ) |
LOSS FROM DISPOSAL OF DISCONTINUED OPERATIONS | |
| (86,520 | ) | |
| – | |
LOSS FROM DISCONTINUED OPERATIONS | |
| (86,520 | ) | |
| (2,178,883 | ) |
NET INCOME (LOSS) FOR THE YEAR | |
$ | 3,028,394 | | |
$ | (5,429,521 | ) |
| |
| | | |
| | |
PREFERRED STOCK DIVIDENDS | |
| (780,074 | ) | |
| (384,170 | ) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | |
$ | 2,248,320 | | |
$ | (5,813,691 | ) |
| |
| | | |
| | |
BASIC EARNINGS (LOSS) PER SHARE | |
| | | |
| | |
CONTINUING OPERATIONS | |
$ | 156 | | |
$ | (999 | ) |
DISCONTINUED OPERATIONS | |
$ | (6 | ) | |
$ | (374 | ) |
| |
| | | |
| | |
DILUTED EARNINGS (LOSS) PER SHARE | |
| | | |
| | |
CONTINUING OPERATIONS | |
$ | 232 | | |
$ | (999 | ) |
DISCONTINUED OPERATIONS | |
$ | (6 | ) | |
$ | (374 | ) |
| |
| | | |
| | |
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC | |
| 14,444 | | |
| 5,822 | |
WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED | |
| 15,001 | | |
| 5,822 | |
The accompanying notes are an integral part of
these consolidated financial statements
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Preferred Stock Series A, K and I | | |
Preferred Stock Series B, E, F-1,J, and L | | |
Preferred Stock Series C | | |
Treasury Stock | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | |
Balance December 31, 2021 (Restated) | |
| 23,085,563 | | |
$ | 59,548,201 | | |
| 3,595,952 | | |
$ | 14,383,808 | | |
| 123 | | |
$ | 488 | | |
| (619,345 | ) | |
$ | (4,967,686 | ) |
Issuance of series B preferred stock for contribution | |
| – | | |
| – | | |
| 25,000 | | |
| 100,000 | | |
| – | | |
| – | | |
| – | | |
| – | |
Issuance of series B preferred stock in exchange of series D preferred stock and series H preferred stock | |
| – | | |
| – | | |
| 75,000 | | |
| 300,000 | | |
| – | | |
| – | | |
| – | | |
| – | |
Cancellation of common stock | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Cancellation of series D preferred stock | |
| – | | |
| – | | |
| (37,500 | ) | |
| (150,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | |
Cancellation of series H preferred stock | |
| – | | |
| – | | |
| (37,500 | ) | |
| (150,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | |
Cancellation of series K preferred stock | |
| (8,200,562 | ) | |
| (8,201 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Issuance of series B preferred stock for settlement of employment | |
| – | | |
| – | | |
| 18,750 | | |
| 75,000 | | |
| – | | |
| – | | |
| – | | |
| – | |
Issuance of series B preferred stock in exchange for series F | |
| – | | |
| – | | |
| 67,500 | | |
| 270,000 | | |
| – | | |
| – | | |
| – | | |
| – | |
Cancellation of series F preferred stock | |
| – | | |
| – | | |
| (175,045 | ) | |
| (700,180 | ) | |
| – | | |
| – | | |
| – | | |
| – | |
Issuance of series J preferred stock | |
| – | | |
| – | | |
| 818,750 | | |
| 3,275,000 | | |
| – | | |
| – | | |
| – | | |
| – | |
Issuance of common stock for settlement of Red Rock Travel | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Reclassification for cancelled shares | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 619,345 | | |
| 4,967,686 | |
Accrued preferred stock dividends | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Balance, December 31, 2022 (Restated) | |
| 14,885,001 | | |
$ | 59,540,000 | | |
| 4,350,907 | | |
$ | 17,403,628 | | |
| 123 | | |
$ | 488 | | |
| – | | |
$ | – | |
Conversion of convertible notes payable | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Accrued preferred stock dividends | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Issuance of series B preferred stock | |
| – | | |
| – | | |
| 8,150 | | |
| 12,600 | | |
| – | | |
| – | | |
| – | | |
| – | |
Issuance of series E preferred stock | |
| – | | |
| – | | |
| 5,000 | | |
| 20,000 | | |
| – | | |
| – | | |
| – | | |
| – | |
Net income | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
Balance, December 31, 2023 | |
| 14,885,001 | | |
$ | 59,540,000 | | |
| 4,364,057 | | |
$ | 17,436,228 | | |
| 123 | | |
$ | 488 | | |
| – | | |
$ | – | |
The accompanying notes are an integral part of
these consolidated financial statements
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY (DEFICIENCY) (continued)
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Common Stock | | |
Additional Paid-in | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance December 31, 2021 (Restated) | |
| 2,215 | | |
$ | 167,421 | | |
$ | (3,479,128 | ) | |
$ | (65,166,264 | ) | |
$ | 486,840 | |
Issuance of series B preferred stock for contribution | |
| – | | |
| – | | |
| (75,000 | ) | |
| – | | |
| 25,000 | |
Issuance of series B preferred stock in exchange of series D preferred stock and series H preferred stock | |
| – | | |
| – | | |
| – | | |
| – | | |
| 300,000 | |
Cancellation of common stock | |
| – | | |
| 35,097 | | |
| (35,097 | ) | |
| – | | |
| – | |
Cancellation of series D preferred stock | |
| – | | |
| – | | |
| – | | |
| – | | |
| (150,000 | ) |
Cancellation of series H preferred stock | |
| – | | |
| – | | |
| – | | |
| – | | |
| (150,000 | ) |
Cancellation of series K preferred stock | |
| – | | |
| – | | |
| 8,201 | | |
| – | | |
| – | |
Issuance of series B preferred stock for settlement of employment | |
| – | | |
| – | | |
| (56,250 | ) | |
| – | | |
| 18,750 | |
Issuance of series B preferred stock in exchange for series F | |
| – | | |
| – | | |
| | | |
| – | | |
| 270,000 | |
Cancellation of series F preferred stock | |
| – | | |
| – | | |
| 430,180 | | |
| – | | |
| (270,000 | ) |
Issuance of series J preferred stock | |
| – | | |
| – | | |
| – | | |
| – | | |
| 3,275,000 | |
Issuance of common stock for settlement of Red Rock Travel | |
| 8,782 | | |
| 622,275 | | |
| (406,485 | ) | |
| – | | |
| 215,790 | |
Reclassification for cancelled shares | |
| – | | |
| – | | |
| (4,967,686 | ) | |
| – | | |
| – | |
Accrued preferred stock dividends | |
| – | | |
| – | | |
| – | | |
| (336,650 | ) | |
| (336,650 | ) |
Net loss | |
| – | | |
| – | | |
| – | | |
| (5,429,521 | ) | |
| (5,429,521 | ) |
Balance, December 31, 2022 (Restated) | |
| 10,997 | | |
$ | 824,793 | | |
$ | (8,581,265 | ) | |
$ | (70,932,435 | ) | |
$ | (1,744,791 | ) |
Conversion of convertible notes payable | |
| 13,068 | | |
| 980,006 | | |
| (777,117 | ) | |
| – | | |
| 202,889 | |
Accrued preferred stock dividends | |
| – | | |
| – | | |
| – | | |
| (780,074 | ) | |
| (780,074 | ) |
Issuance of series B preferred stock | |
| – | | |
| – | | |
| 12,400 | | |
| – | | |
| 25,000 | |
Issuance of series E preferred stock | |
| – | | |
| – | | |
| (20,000 | ) | |
| – | | |
| – | |
Net income | |
| – | | |
| – | | |
| – | | |
| 3,028,394 | | |
| 3,028,394 | |
Balance, December 31, 2023 | |
| 24,065 | | |
$ | 1,804,799 | | |
$ | (9,365,982 | ) | |
$ | (68,684,115 | ) | |
$ | 731,418 | |
The accompanying notes are an integral part of
these consolidated financial statements
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
| |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net income (loss) from continuing operations | |
$ | 3,028,394 | | |
$ | (5,429,521 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation | |
| 20,777 | | |
| 23,132 | |
Amortization of debt discount | |
| 136,518 | | |
| 253,823 | |
Conversion and note issuance cost | |
| 11,250 | | |
| – | |
Share issuance for service rendered | |
| 25,000 | | |
| – | |
Other (income) or loss | |
| – | | |
| (150,250 | ) |
Goodwill impairment | |
| – | | |
| 2,092,048 | |
Loss on finance penalties and fees | |
| – | | |
| 2,063,916 | |
Gain on refinance of debt | |
| – | | |
| (1,397,271 | ) |
Gain on forgiveness of debt | |
| (115,448 | ) | |
| – | |
(Increase) decrease in: | |
| | | |
| | |
Accounts receivable | |
| (6,701,334 | ) | |
| (597,521 | ) |
Right of use - assets | |
| (70,136 | ) | |
| 64,696 | |
Prepaids and other current assets | |
| (2,481 | ) | |
| 8,058 | |
Increase (decrease) in: | |
| | | |
| | |
Accounts payable and accrued expense | |
| 341,261 | | |
| 750,878 | |
Due to related party | |
| – | | |
| 36,988 | |
Accrued officers compensation | |
| 982,500 | | |
| 873,506 | |
Accrued interest | |
| 486,165 | | |
| 379,428 | |
Right of use - liabilities | |
| 49,547 | | |
| (71,371 | ) |
Net cash used in operating activities | |
| (1,807,987 | ) | |
| (1,099,461 | ) |
| |
| | | |
| | |
Net cash used in Discontinued Operations – Operating | |
| 86,520 | | |
| (51,216 | ) |
Net cash used in operating activities | |
| (1,721,467 | ) | |
| (1,150,677 | ) |
FINANCING ACTIVITIES | |
| | | |
| | |
Repayments to directors and officers | |
| (2,195 | ) | |
| (3,573 | ) |
Proceeds from convertible notes payable | |
| 421,375 | | |
| 879,083 | |
Repayment of SBA loans | |
| – | | |
| (3,068 | ) |
Proceeds from line of credit | |
| 2,164,438 | | |
| – | |
Repayment of line of credit | |
| (39,293 | ) | |
| – | |
Repayment to convertible notes payable | |
| (175,000 | ) | |
| (5,908 | ) |
Dividend on preferred stock | |
| – | | |
| (102,740 | ) |
Issuance of preferred stock | |
| – | | |
| 25,000 | |
Net cash provided by financing activities | |
| 2,369,325 | | |
| 788,794 | |
| |
| | | |
| | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 647,858 | | |
| (361,883 | ) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | |
| 219,085 | | |
| 580,968 | |
CASH AND CASH EQUIVALENTS, END OF YEAR | |
$ | 866,943 | | |
$ | 219,085 | |
| |
| | | |
| | |
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION | |
| | | |
| | |
Cash paid during the year for Interest | |
$ | 239,296 | | |
$ | – | |
| |
| | | |
| | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Common stock issued upon conversion of notes payable | |
$ | 199,889 | | |
$ | – | |
Preferred stock issued for business acquisition | |
$ | – | | |
$ | 3,275,000 | |
Preferred stock issued upon exchange of defaulted convertible notes payable | |
$ | – | | |
$ | 1,500,000 | |
The accompanying notes are an integral part of
these consolidated financial statements
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Organization and Nature of Operations
Cardiff Lexington Corporation (“Cardiff”)
was originally incorporated on September 3, 1986 in Colorado as Cardiff International Inc. On November 10, 2005, Cardiff merged with Legacy
Card Company, LLC and changed its name to Cardiff Lexington Corporation. On August 27, 2014, Cardiff redomiciled and became a corporation
under the laws of Florida. On April 13, 2021, Cardiff redomiciled and became a corporation under the laws of Nevada.
Cardiff is an acquisition holding company focused
on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership
to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for stockholders.
All of Cardiff’s operations are conducted through, and its income derived from, its various subsidiaries, which includes:
| · | We Three, LLC dba Affordable Housing Initiative (“AHI”), which was acquired on May 15, 2014
and sold on October 31, 2022; |
| | |
| · | Edge View Properties, Inc. (“Edge View”), which was acquired on July 16, 2014; |
| | |
| · | Platinum Tax Defenders (“Platinum Tax”), which was acquired on July 31, 2018 and sold on November
10, 2023; and |
| | |
| · | Nova Ortho and Spine, LLC (“Nova”), which was acquired on May 31, 2021. |
Principles of Consolidation
The consolidated financial statements include
the accounts of Cardiff and its wholly owned subsidiaries, AHI, Edge View, Platinum Tax and Nova (collectively, the “Company”).
Subsidiaries shown as discontinued operations include AHI and Platinum Tax. All significant intercompany accounts and transactions are
eliminated in consolidation. Subsidiaries discontinued are shown as discontinued operations.
Reverse Stock Split
On January 9, 2024, the Company effected a 1-for-75,000
reverse split of its outstanding common stock. All outstanding shares of common stock and warrant to purchase common stock were adjusted
to reflect the 1-for-75,000 reverse split, with respective exercise prices of the warrants proportionately increased. The conversion prices
of the outstanding convertible notes and certain series of preferred stock were adjusted to reflect a proportional decrease in the number
of shares of common stock to be issued upon conversion.
All share and per share data throughout these
consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. The total number of authorized
shares of common stock did not change. As a result of the reverse stock split, an amount equal to the decreased value of the common stock
was reclassified from “common stock” to “additional paid-in capital.”
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Use of Estimates
The preparation of financial statements in conformity
with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates.
Accordingly, actual results could differ from those estimates.
Accounts Receivable
The Company adopted ASU 2016-13, “Financial
Instruments – Credit Losses.” In accordance with this standard, the Company recognizes an allowance for credit losses for
its trade receivables to present the net amount expected to be collected as of the balance sheet date. This allowance is based on the
credit losses expected to arise over the life of the asset and are based on Current Expected Credit Losses. Accounts receivable is reported
on the balance sheet at the net amounts expected to be collected by the Company. Management closely monitors outstanding accounts receivable
and recognized an additional allowance for credit losses in the amount of $122,190 and $0 as of December 31, 2023 and 2022, respectively.
As of December 31, 2023 and 2022, the Company had net accounts receivable of $13,305,254 and $6,603,920 respectively. Accounts receivables
are primarily generated from subsidiaries in their normal course of business.
Property and Equipment
Property and equipment are carried at cost. Expenditures
for renewals and betterments that extend the useful lives of property, equipment or leasehold improvements are capitalized. Expenditures
for maintenance and repairs are charged to expense as incurred. Depreciation is calculated using the straight-line method for financial
reporting purposes based on the following estimated useful lives:
Schedule of estimated useful lives |
|
Classification |
Useful Life |
Equipment, furniture, and fixtures |
5 - 7 years |
Medical equipment |
10 years |
Leasehold improvements |
10 years or lease term, if shorter |
Goodwill and Other Intangible Assets
Goodwill and indefinite-lived assets are not amortized
but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company’s impairment testing
of goodwill is performed separately from its impairment testing of indefinite-lived intangibles. The Company reviews goodwill for impairment
on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be
recoverable. Goodwill is tested first for impairment based on qualitative factors on an annual basis or in between if an event occurs
or circumstances change that indicate the fair value may be below its carrying amount, otherwise known as a ‘triggering event’.
An assessment is made of these qualitative factors as such to determine whether it is more likely than not the fair value is less than
the carry amount, including goodwill. The annual evaluation for impairment of indefinite-lived intangibles and, if then needed after the
first step, Goodwill, is based on valuation models that incorporate assumptions and internal projections of expected future cash flows
and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants.
For the year ended December 31, 2023, the Company determined there to be no impairment. For the year ended December 31, 2022, the Company
recognized goodwill impairment in the amount of $2,092,048 in its former financial services segment, which is now reflected in discontinued
operations. The Company based this decision on impairment testing of the underlying assets, expected cash flows, decreased asset value
and other factors.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Valuation of Long-lived Assets
In accordance with the provisions of Accounting
Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets
such as plant and equipment and construction in progress held and used by the Company are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is
evaluated by a comparison of the carrying amount of assets to estimated cash flows expected to be generated by the assets. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets.
Revenue Recognition
The Company’s primary source of revenue
is its healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures. Revenue is recognized
at a point in time in accordance with ASC 606. The Company’s healthcare subsidiary does not have contract liabilities or deferred
revenue as there are no amounts prepaid for services. The Company applies the following five-step ASC 606 model to determine revenue recognition:
| · | Identification of a contract with a customer |
| | |
| · | Identification of the performance obligations in the contact |
| | |
| · | Determination of the transaction price |
| | |
| · | Allocation of the transaction price to the separate performance obligations |
| | |
| · | Recognition of revenue when performance obligations are satisfied. |
The Company applies the five-step model when it
is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers
to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses services
promised within each contract and determines those that are a performance obligation and assesses whether each promised service is distinct.
The Company’s contracts for both its contract
and service fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual
services is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction
price is allocated to this single performance obligation.
Accordingly, the Company recognizes revenues (net)
when the patient receives orthopedic care services. The Company’s patient service contracts generally have performance obligations
which are satisfied at a point in time. The performance obligation is for onsite or off-site care provided. Patient service contracts
are generally fixed-price, and the transaction price is in the contract. Revenue is recognized when obligations under the terms of the
contract with our patients are satisfied; generally, at the time of patient care.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Established billing rates are not the same as
actual amounts recovered for the Company’s healthcare subsidiary. They generally do not reflect what the Company is ultimately
paid by the customer, insurance carriers and other payors, and therefore are not reported in the consolidated financial statements at
that rate. The Company is typically paid amounts based on established charges per procedure with guidance from the annually
updated Current Procedural Terminology (“CPT”) guidelines (a code set maintained by the American Medical Association through
the CPT Editorial Panel), that designates relative value units and a suggested range of charges for each procedure which is then assigned
a CPT code.
This fee is discounted to reflect the percentage
paid to the Company “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay, and contractual
adjustments which are deducted from the calculated fee. The net revenue is recorded at the time the services are rendered.
Contract Fees (Non-PIP)
The Company has contract fees for amounts earned
from its Non-Personal Injury Protection (“PIP”) related procedures, typically car accidents, and are collected on a contingency
basis. Historically, these cases were sold to a factor who bears the risk of economic benefit or loss. After selling patient cases to
the factor, any additional funds collected by the Company were remitted to the factor.
Service Fees – Net (PIP)
The Company generates services fees from performing
various procedures on the date the services are performed. These services primarily include slip and falls as well as smaller nominal
Non-PIP services. Fees are collected primarily from third party insurance providers. These revenues are based on established insurance
billing rates, less allowances for contractual adjustments and uncollectible amounts. These contractual adjustments vary by insurance
company and self-pay patients. The Company computes these contractual adjustments and collection allowances based on its historical collection
experience.
Completing the paperwork for each case and preparing
it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed electronically
except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four weeks from electronic
filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional information.
The Company’s healthcare revenues are generated
from professional medical billings including facility and anesthesia services. With respect to facility and anesthesia services, the Company
is the primary obligor as the facility and anesthesia services are considered part of one integrated performance obligation. Historically
the Company receives 49% of collections from total gross billed. Accordingly, the Company recognized net healthcare service revenue as
49% of gross billed amounts. Historical collection rates are estimated using the most current prior 12-month historical payment and collection
percentages.
Historically through April 2023, the Company’s
healthcare subsidiary has had contractual medical receivable sales and purchase agreements with third party factors which result in approximately
54% reduction from the accounts receivables amounts when a receivable is sold to the factors. The Company evaluated the factored adjustments
considering the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that were factored
were recorded in finance charges as other expenses on the consolidated statement of operations.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Advertising Costs
Advertising costs are expensed as incurred. Advertising
costs are included as a component of cost of sales in the consolidated statements of operations and changes in stockholders’ equity.
The Company recognized advertising and marketing expense of $126,670 and $233,798 for the years ended December 31, 2023 and 2022, respectively.
Fair Value Measurements
Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment
associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about
market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair
value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy
are described below:
|
Level 1 |
Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. |
|
|
|
|
Level 2 |
Inputs,
other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at
the measurement date. |
|
|
|
|
Level 3 |
Unobservable
inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement
date. |
Distinguishing Liabilities from Equity
The Company accounts for its series N senior convertible
preferred stock, series R convertible preferred stock, and series X senior convertible preferred stock subject to possible redemption
in accordance with ASC 480, “Distinguishing Liabilities from Equity”. Conditionally redeemable preferred shares are classified
as temporary equity within the Company’s consolidated balance sheet.
Stock-Based Compensation
The Company accounts for its stock-based compensation
in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of
the fair value recognition provisions of section 718-10-30 of the FASB ASC. Pursuant to paragraph 718-10-30-6 of the FASB ASC, all transactions
in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value
of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
The measurement date used to determine the fair
value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable
that performance will occur.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
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 consolidated statements of operations.
Income Taxes
Income taxes are determined in accordance with
ASC Topic 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how
companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to
be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely
than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be
measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the
tax authority assuming full knowledge of the position and relevant facts.
For the years ended December 31, 2023 and 2022,
the Company did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain
tax positions.
Income (Loss) per Share
FASB ASC Subtopic 260, Earnings Per Share,
provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per common share is computed
by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares
of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been
outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options,
warrants, and debts convertible into common stock. The dilutive effect of stock options and warrants are reflected in diluted earnings
per common share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of
the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. The diluted effect of debt
convertibles is reflected utilizing the if converted method.
Going Concern
The accompanying consolidated financial statements
have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and
liabilities and commitments in the normal course of business. The Company had previously sustained operating losses since its inception,
has an accumulated deficit of $68,684,115 and $70,932,435, respectively, as of December 31, 2023 and 2022. We had negative cash flow from
operations of $1,807,987 and $1,099,461 during the years ended December 31, 2023 and 2022. These factors raise a substantial doubt about
the Company’s ability to continue as a going concern. The accompanying 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.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
The ability of the Company to continue as a going
concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management
has prospective investors and believes the raising of capital will allow the Company to fund its cash flow shortfalls and pursue new acquisitions.
There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations
in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to
curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company
will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient
funds, it may cause cessation of operations.
Recent Accounting Standards
The FASB issued ASU 2023-07 on November
27, 2023. The amendments “improve reportable segment disclosure requirements, primarily through enhanced disclosures about
significant segment expenses.” In addition, the amendments enhance interim disclosure requirements, clarify circumstances in
which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities
with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable
“investors to better understand an entity’s overall performance” and assess “potential future cash
flows.” The Management is evaluating the impact of ASU 2023-07 on the consolidated financial statements and does not expect
there to be any changes or impact to the financial statements.
| 2. | RESTATEMENT AND REVISION OF FINANCIAL STATEMENTS |
Restatement of Previously Issued Financial Statements
During the preparation of the year ended December
31, 2023 financial statements, the Company identified and corrected its classification and accounting treatment for its series R convertible
preferred stock and the related dividend accrual in its balance sheet as of December 31, 2022 and 2021. Pursuant to ASC 250, “Accounting
changes and error corrections” issued by FASB and SAB 99 “Materiality” issued by Securities and Exchange Commission,
the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in a $198,000 increase
to the mezzanine equity and offsetting decrease to the series R convertible preferred stock and subject to possible redemption mezzanine
equity line item on the consolidated balance sheet as of December 31, 2021. In addition, the impact of the unpaid dividend accrual is
reflected in $29,462 and $47,520 increase to mezzanine equity and offsetting decrease to the accumulated deficits as of December 31, 2022
and 2021, respectively. The impact of the error correction is also reflected in $29,462 and $47,520 increase of preferred share dividends
and $28 and $5 decrease of earnings (loss) per share on the consolidated statement of operations for the years ended December 31, 2022
and 2021, respectively.
The following table summarizes the impacts of
the error corrections on the Company's financial statements for each of the periods presented below:
i. Consolidated balance sheet
Schedule of restated financial information | |
| | | |
| | | |
| | | |
| | |
|
|
| |
Impact of correction of error | |
December 31, 2021 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
| | | |
$ | 15,297,039 | | |
$ | – | | |
$ | 15,297,039 | |
| |
| | | |
| | | |
| | | |
| | |
Total liabilities | |
| | | |
| 11,439,675 | | |
| – | | |
| 11,439,675 | |
| |
| | | |
| | | |
| | | |
| | |
Mezzanine equity | |
| | | |
| 3,125,004 | | |
| 245,520 | | |
| 3,370,524 | |
| |
| | | |
| | | |
| | | |
| | |
Total stockholders' equity | |
| | | |
$ | 732,360 | | |
$ | (245,520 | ) | |
$ | 486,840 | |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
| |
Impact of correction of error | |
December 31, 2022 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 13,344,780 | | |
$ | – | | |
$ | 13,344,780 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 10,189,585 | | |
| – | | |
| 10,189,585 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 4,625,002 | | |
| 274,982 | | |
| 4,899,984 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | (1,469,809 | ) | |
$ | (274,982 | ) | |
$ | (1,744,791 | ) |
| |
Impact of correction of error | |
March 31, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 14,284,585 | | |
$ | – | | |
$ | 14,284,585 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 10,745,097 | | |
| – | | |
| 10,745,097 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 5,171,861 | | |
| 283,118 | | |
| 5,454,979 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | (1,632,373 | ) | |
$ | (283,118 | ) | |
$ | (1,915,491 | ) |
| |
Impact of correction of error | |
June 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 16,053,519 | | |
$ | – | | |
$ | 16,053,519 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 11,672,952 | | |
| – | | |
| 11,672,952 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 5,297,605 | | |
| 291,345 | | |
| 5,588,950 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | (917,038 | ) | |
$ | (291,345 | ) | |
$ | (1,208,383 | ) |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
| |
Impact of correction of error | |
September 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 18,518,727 | | |
$ | – | | |
$ | 18,518,727 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 12,102,942 | | |
| – | | |
| 12,102,942 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 5,440,434 | | |
| 299,662 | | |
| 5,740,096 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | 975,351 | | |
$ | (299,662 | ) | |
$ | 675,689 | |
ii. Consolidated statement of operations
| |
Impact of correction of error | |
Year ended December 31, 2021 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the year | |
$ | 666,293 | | |
$ | – | | |
$ | 666,293 | |
Preferred stock dividends | |
$ | (201,782 | ) | |
$ | (47,520 | ) | |
$ | (249,302 | ) |
Net income attributable to common shareholders | |
$ | 464,511 | | |
$ | (47,520 | ) | |
$ | 416,991 | |
Basic and diluted earnings (loss) per share for continuing operations | |
$ | 272 | | |
$ | (28 | ) | |
$ | 244 | |
| |
Impact of correction of error | |
Year ended December 31, 2022 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net loss for the year | |
$ | (5,429,521 | ) | |
$ | – | | |
$ | (5,429,521 | ) |
Preferred stock dividends | |
$ | (307,188 | ) | |
$ | (76,982 | ) | |
$ | (384,170 | ) |
Net loss attributable to common shareholders | |
$ | (5,736,709 | ) | |
$ | (76,982 | ) | |
$ | (5,813,691 | ) |
Basic and diluted earnings (loss) per share for continuing operations | |
$ | (994 | ) | |
$ | (5 | ) | |
$ | (999 | ) |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
| |
Impact of correction of error | |
Three months ended March 31, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net loss for the period | |
$ | (15,991 | ) | |
$ | – | | |
$ | (15,991 | ) |
Preferred stock dividends | |
$ | (336,811 | ) | |
$ | (8,136 | ) | |
$ | (344,947 | ) |
Net loss attributable to common shareholders | |
$ | (352,802 | ) | |
$ | (8,136 | ) | |
$ | (360,938 | ) |
Basic and diluted earnings (loss) per share for continuing operations | |
$ | (30 | ) | |
$ | (1 | ) | |
$ | (31 | ) |
| |
Impact of correction of error | |
Three months ended June 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the period | |
$ | 816,078 | | |
$ | – | | |
$ | 816,078 | |
Preferred stock dividends | |
$ | (125,744 | ) | |
$ | (8,227 | ) | |
$ | (133,971 | ) |
Net income attributable to common shareholders | |
$ | 690,334 | | |
$ | (8,227 | ) | |
$ | 682,107 | |
Basic earnings per share for continuing operations | |
$ | 56 | | |
$ | (1 | ) | |
$ | 55 | |
Diluted earnings per share for continuing operations | |
$ | (21 | ) | |
$ | 26 | | |
$ | 5 | |
| |
Impact of correction of error | |
Six months ended June 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the period | |
$ | 800,087 | | |
$ | – | | |
$ | 800,087 | |
Preferred stock dividends | |
$ | (462,555 | ) | |
$ | (16,363 | ) | |
$ | (478,918 | ) |
Net income attributable to common shareholders | |
$ | 337,532 | | |
$ | (16,363 | ) | |
$ | 321,169 | |
Basic earnings per share for continuing operations | |
$ | 28 | | |
$ | (1 | ) | |
$ | 27 | |
Diluted earnings per share for continuing operations | |
$ | (16 | ) | |
$ | 20 | | |
$ | 4 | |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
| |
Impact of correction of error | |
Three months ended September 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the period | |
$ | 1,981,520 | | |
$ | – | | |
$ | 1,981,520 | |
Preferred stock dividends | |
$ | (142,829 | ) | |
$ | (8,317 | ) | |
$ | (151,146 | ) |
Net income attributable to common shareholders | |
$ | 1,838,691 | | |
$ | (8,317 | ) | |
$ | 1,830,374 | |
Basic earnings per share for continuing operations | |
$ | 137 | | |
$ | (1 | ) | |
$ | 136 | |
Diluted earnings per share for continuing operations | |
$ | 1 | | |
$ | 1 | | |
$ | 2 | |
| |
Impact of correction of error | |
Nine months ended September 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the year | |
$ | 2,781,608 | | |
$ | – | | |
$ | 2,781,608 | |
Preferred stock dividends | |
$ | (605,384 | ) | |
$ | (24,681 | ) | |
$ | (630,065 | ) |
Net income attributable to common shareholders | |
$ | 2,176,224 | | |
$ | (24,681 | ) | |
$ | 2,151,543 | |
Basic earnings per share for continuing operations | |
$ | 167 | | |
$ | (2 | ) | |
$ | 165 | |
Diluted earnings per share for continuing operations | |
$ | 2 | | |
$ | 1 | | |
$ | 3 | |
Revision of Financial Statements
During the preparation of the financial statements
for the year ended December 31, 2023, the Company found that the results of the settlement agreement with Red Rock Travel Group (“Red
Rock”) were incorrectly reflected on the consolidated statement of stockholders’ equity (deficiency) as of December 31, 2022.
The Company determined that these errors were immaterial to the previously issued consolidated financial statements, and as such no restatement
was necessary. The revisions discussed below were made to the December 31, 2022 balance sheet and statement of stockholders’ equity
(deficiency).
As a result of the settlement agreement with Red
Rock on July 29, 2022, the Company reduced 35,000,000 shares of common shares on the consolidated financial statements as of December
31, 2022. The certificate of the common stock for 35,000,000 shares (0.047 shares after 10,000:1 and 75,000:1 reverse split) which were
originally issued on February 24, 2020 was returned as part of the 2022 agreement with Red Rock and 0.047 common shares were cancelled,
which were equivalent to 35,000,000 shares before the 10,000:1 and 75,000:1 reverse split on May 12, 2020 and January 9, 2024, respectively.
Consequently, the December 31, 2022 financial statements as originally reported were understated by 34,996,500 common shares. The impact
of the correction is reflected in the $35,097 increase to common stock and decrease the same amount to additional paid-in-capital on the
consolidated statement of stockholders’ equity. The adjustment had no impact on earnings per share for any 2022 period.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
On July 31, 2018, the Company issued 8,200,562
shares of series K preferred stock to the prior owners of Red Rock for the consideration of the acquisition of Red Rock. The acquisition
was not completed, and Red Rock returned the 8,200,562 shares of series K preferred stock during the year ended December 31, 2018. A total
of 8,200,562 shares of series K preferred stock were cancelled. The impact of the correction is reflected in the $8,201 decrease to series
K preferred stock and increase the same amount to additional paid-in-capital on the consolidated statement of stockholders’ equity
(deficiency).
| 3. | ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
Schedule of accounts payable and accrued expenses | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Accounts payable | |
$ | 720,774 | | |
$ | 342,331 | |
Accrued credit cards | |
| 26,645 | | |
| 6,994 | |
Accrued liability for collections of previously factored receivables | |
| 1,247,772 | | |
| 776,414 | |
Accrued property taxes | |
| 5,346 | | |
| 6,732 | |
Accrued professional fees | |
| 29,122 | | |
| 573,040 | |
Accrued payroll | |
| 17,472 | | |
| – | |
Accrue expense - other | |
| – | | |
| 363 | |
Accrued expense - dividend payable | |
| – | | |
| 210,046 | |
Total | |
$ | 2,047,131 | | |
$ | 1,915,920 | |
The Company is delinquent paying certain property
taxes. As of December 31, 2023 and 2022, the balance for these property taxes, was $5,346 and $6,732, respectively.
| 4. | PLANT AND EQUIPMENT, NET |
Property and equipment as of December 31, 2023
and 2022 is as follows:
Schedule of property and equipment | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Medical equipment | |
$ | 96,532 | | |
$ | 96,532 | |
Computer Equipment | |
| 9,189 | | |
| 9,189 | |
Furniture, fixtures and equipment | |
| 15,079 | | |
| 20,212 | |
Leasehold Improvement | |
| 15,950 | | |
| 15,950 | |
Total | |
| 136,750 | | |
| 141,883 | |
Less: accumulated depreciation | |
| (102,089 | ) | |
| (86,444 | ) |
Property and equipment, net | |
$ | 34,661 | | |
$ | 55,439 | |
For the years ended December 31, 2023 and 2022,
depreciation expense was $20,777 and $23,132, respectively.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
As of December 31, 2023 and 2022, the Company
had 27 acres of land of approximately $540,000. The land is currently vacant and is expected to be developed into a residential community.
| 6. | RELATED PARTY TRANSACTIONS |
In connection with the acquisition of Edge View
on July 16, 2014, the Company assumed amounts due to previous owners who are current managers of Edge View. These amounts are due on demand
and do not bear interest. The balance of these amounts are $4,979 due from the previous owners as of December 31, 2023 and 2022.
The Company obtained short-term advances from
the Chairman of the Board that are non-interest bearing and due on demand. As of December 31, 2023 and 2022, the Company owed the Chairman
$120,997 and $123,192, respectively.
See also Note 8 and the disclosure regarding Note
41.
See also Note 13 for compensation paid to employees
of the Company.
| 7. | NOTES AND LOANS PAYABLE |
Notes payable at December 31, 2023 and 2022,
respectively, are summarized as follows:
Schedule of notes payable | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Notes and loans payable | |
$ | 2,280,743 | | |
$ | 155,598 | |
Less current portion | |
| (2,136,077 | ) | |
| (15,809 | ) |
Long-term portion | |
$ | 144,666 | | |
$ | 139,789 | |
Long-term debt matures as follows:
Schedule of maturities of long-term debt | |
| | |
| |
Amount | |
2024 | |
$ | 2,136,077 | |
2025 | |
| 4,989 | |
2026 | |
| 4,989 | |
2027 | |
| 4,989 | |
2028 | |
| 4,989 | |
Thereafter | |
| 124,710 | |
Total | |
$ | 2,280,743 | |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Loans and Notes Payable – Unrelated Party
On March 12, 2009, the Company issued a debenture
in the principal amount of $20,000. The debenture bore interest at 12% per year and matured on September 12, 2009. The balance of the
debenture was $10,989 at December 31, 2023 and 2022. The accrued interest of the debenture was $7,547 and $6,229 at December 31, 2023
and 2022, respectively. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on
this debenture.
Small Business Administration (“SBA”)
Loans
On June 2, 2020, the Company obtained an SBA loan
in the principal amount of $150,000 with an interest rate of 3.75% and a maturity date of June 2, 2050. The principal balance and accrued
interest at December 31, 2023 was $149,655 and $956, respectively, and principal and accrued interest at December 31, 2022 was $144,609
and $5,723, respectively.
Line of Credit
On September 29, 2023, the Company and Nova
entered into a two-year revolving purchase and security agreement with DML HC Series, LLC to sell, with recourse, Nova’s
accounts receivables for a revolving financing up to a maximum advance amount of $4.5
million. As of December 31, 2023, the Company had $2,120,100
outstanding balance against the revolving receivable line of credit. The revolving purchase and security agreement includes
discounts recorded as interest expense on each funding and matures on September
29, 2025.
| 8. | CONVERTIBLE NOTES PAYABLE |
As of December 31, 2023 and 2022, the Company
had convertible debt outstanding net of amortized debt discount of $3,807,030 and $3,515,752, respectively. During the year ending December
31, 2023, the Company received net proceeds of $421,375 from convertible notes, repaid $175,000 and wrote off $12,406 to convertible noteholders.
During the year ending December 31, 2022, the Company received proceeds of $1,490,706 from convertible notes and repaid $5,908 to convertible
noteholders. There are debt discounts associated with the convertible debt of $24,820 and $46,797 at December 31, 2023 and 2022, respectively.
For the years ended December 31, 2023 and 2022, the Company recorded amortization of debt discounts of $136,518 and $253,823, respectively.
During the year ended December 31, 2023, the Company
converted $87,460 of convertible debt, $112,429 in accrued interest and $3,000 in conversion cost into 13,068 shares of the Company’s
common stock. The Company recognized $777,217 of additional paid-in capital to adjust fair value for the debt settlement during the year
ended December 31, 2023. The Company had no convertible debt conversions during the year ended December 31, 2022.
On September 22, 2022, the Company entered into
a security exchange and purchase agreement with its largest lender to consolidate all promissory notes held by them and related accrued
interest in exchange for (1) one consolidated senior secured convertible promissory note (“New Promissory Note”) in the amount
of $2,600,000 and (2) 375,000 shares of series X senior convertible preferred stock totaling $1,500,000 with a par value of $0.001, stated
value of $4.00, convertible into common shares at a 1:1 conversion rate, non-dilutive and non-voting shares. Prior to conversion, all
promissory notes with this lender totaled to $4,791,099 consisting of principal of $3,840,448 and accrued interest of $950,651 resulting
in a gain on debt consolidation of $1,397,271.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Convertible notes as of December 31, 2023 and
2022 are summarized as follows:
Schedule of convertible notes | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Convertible notes payable | |
$ | 3,831,850 | | |
$ | 3,562,550 | |
Discounts on convertible notes payable | |
| (24,820 | ) | |
| (46,797 | ) |
Total convertible debt less debt discount | |
| 3,807,030 | | |
| 3,515,752 | |
Current portion | |
| 3,807,030 | | |
| 3,515,752 | |
Long-term portion | |
$ | – | | |
$ | – | |
The following is a schedule of convertible notes
payable as of and for the year ended December 31, 2023.
Schedule of convertible notes
payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note # |
|
Issuance |
|
Maturity |
|
Principal
Balance 12/31/22 |
|
New
Loan |
|
Principal
Conversions |
|
|
Cash Paydown |
|
Shares Issued
Upon Conversion |
|
Principal
Balance 12/31/23 |
|
Accrued
Interest on Convertible Debt at 12/31/22 |
|
Interest
Expense On Convertible Debt For the Period Ended 12/31/23 |
|
Accrued
Interest on Convertible Debt at 12/31/23 |
|
Unamortized
Debt Discount At 12/31/23 |
7-1 |
|
10/28/2016 |
|
10/28/2017 |
|
10,000 |
|
$ |
– |
|
$ |
(10,000 |
) |
$ |
– |
|
312 |
|
$ |
– |
|
$ |
2,263 |
|
$ |
– |
|
$ |
– |
|
$ |
– |
9 |
|
09/12/2016 |
|
09/12/2017 |
|
50,080 |
|
|
– |
|
|
– |
|
|
– |
|
1,672 |
|
|
50,080 |
|
|
14,157 |
|
|
9,181 |
|
|
5,581 |
|
|
– |
10 |
|
01/24/2017 |
|
01/24/2018 |
|
55,000 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
55,000 |
|
|
69,876 |
|
|
11,000 |
|
|
80,875 |
|
|
– |
10-1 |
|
02/10/2023 |
|
02/10/2024 |
|
– |
|
|
50,000 |
|
|
– |
|
|
– |
|
– |
|
|
50,000 |
|
|
– |
|
|
6,658 |
|
|
6,658 |
|
|
– |
10-2 |
|
03/30/2023 |
|
03/30/2024 |
|
– |
|
|
25,000 |
|
|
– |
|
|
– |
|
– |
|
|
25,000 |
|
|
– |
|
|
2,836 |
|
|
2,836 |
|
|
– |
10-3 |
|
08/11/2023 |
|
08/11/2024 |
|
– |
|
|
25,000 |
|
|
– |
|
|
– |
|
– |
|
|
25,000 |
|
|
– |
|
|
1,469 |
|
|
1,469 |
|
|
– |
29-2 |
|
11/08/2019 |
|
11/08/2020 |
|
36,604 |
|
|
– |
|
|
– |
|
|
– |
|
2,867 |
|
|
36,604 |
|
|
20,160 |
|
|
2,849 |
|
|
10,109 |
|
|
– |
31 |
|
08/28/2019 |
|
08/28/2020 |
|
– |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
– |
|
|
8,385 |
|
|
– |
|
|
8,385 |
|
|
– |
37-1 |
|
09/03/2020 |
|
06/30/2021 |
|
113,667 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
113,667 |
|
|
28,756 |
|
|
19,507 |
|
|
64,929 |
|
|
– |
37-2 |
|
11/02/2020 |
|
08/31/2021 |
|
113,167 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
113,167 |
|
|
27,510 |
|
|
19,417 |
|
|
63,594 |
|
|
– |
37-3 |
|
12/29/2020 |
|
09/30/2021 |
|
113,166 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
113,166 |
|
|
26,474 |
|
|
19,417 |
|
|
62,558 |
|
|
– |
38 |
|
02/09/2021 |
|
02/09/2022 |
|
96,000 |
|
|
– |
|
|
(77,460 |
) |
|
(18,540 |
) |
2,950 |
|
|
– |
|
|
27,939 |
|
|
7,242 |
|
|
– |
|
|
– |
39 |
|
04/26/2021 |
|
04/26/2022 |
|
168,866 |
|
|
– |
|
|
– |
|
|
(168,866 |
) |
– |
|
|
– |
|
|
39,684 |
|
|
27,787 |
|
|
– |
|
|
– |
40-1 |
|
09/22/2022 |
|
09/22/2024 |
|
2,600,000 |
|
|
– |
|
|
– |
|
|
– |
|
5,267 |
|
|
2,600,000 |
|
|
71,233 |
|
|
261,333 |
|
|
252,665 |
|
|
– |
40-2 |
|
11/04/2022 |
|
09/22/2024 |
|
68,666 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
68,667 |
|
|
1,072 |
|
|
6,867 |
|
|
7,939 |
|
|
– |
40-3 |
|
11/28/2022 |
|
09/22/2024 |
|
68,667 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
68,667 |
|
|
620 |
|
|
6,886 |
|
|
7,506 |
|
|
– |
40-4 |
|
12/21/2022 |
|
09/22/2024 |
|
68,667 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
68,667 |
|
|
187 |
|
|
6,867 |
|
|
7,054 |
|
|
– |
40-5 |
|
01/24/2023 |
|
03/21/2024 |
|
– |
|
|
90,166 |
|
|
– |
|
|
– |
|
– |
|
|
90,166 |
|
|
– |
|
|
8,284 |
|
|
8,284 |
|
|
– |
40-6 |
|
03/21/2023 |
|
09/22/2024 |
|
– |
|
|
139,166 |
|
|
– |
|
|
– |
|
– |
|
|
139,166 |
|
|
– |
|
|
10,671 |
|
|
10,671 |
|
|
– |
40-7 |
|
06/05/2023 |
|
06/05/2024 |
|
– |
|
|
139,166 |
|
|
– |
|
|
– |
|
– |
|
|
139,166 |
|
|
– |
|
|
7,826 |
|
|
7,826 |
|
|
15,671 |
40-8 |
|
06/13/2023 |
|
06/13/2024 |
|
– |
|
|
21,167 |
|
|
– |
|
|
– |
|
– |
|
|
21,167 |
|
|
– |
|
|
1,127 |
|
|
1,127 |
|
|
2,321 |
40-9 |
|
07/19/2023 |
|
07/19/2024 |
|
– |
|
|
35,500 |
|
|
– |
|
|
– |
|
– |
|
|
35,500 |
|
|
– |
|
|
1,605 |
|
|
1,605 |
|
|
4,863 |
40-10 |
|
07/24/2023 |
|
07/24/2024 |
|
– |
|
|
14,000 |
|
|
– |
|
|
– |
|
– |
|
|
14,000 |
|
|
– |
|
|
614 |
|
|
614 |
|
|
1,965 |
41 |
|
08/25/2023 |
|
08/25/2024 |
|
– |
|
|
5,000 |
|
|
– |
|
|
– |
|
– |
|
|
5,000 |
|
|
– |
|
|
175 |
|
|
175 |
|
|
– |
|
|
|
|
|
|
3,562,550 |
|
$ |
544,165 |
|
$ |
(87,460 |
) |
$ |
(187,406 |
) |
13,068 |
|
$ |
3,831,850 |
|
$ |
338,316 |
|
$ |
439,618 |
|
$ |
612,460 |
|
$ |
24,820 |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Note 7-1
On October 28, 2016, the Company issued a convertible
promissory note in the principal amount of $50,000, which matured on October 28, 2017. Note 7-1 was fully converted into common shares
and there was no outstanding balance as of December 31, 2023.
Note 9
On September 12, 2016, the Company issued a convertible
promissory note in the principal of $80,000 for services rendered, which matured on September 12, 2017. Note 9 is currently in default
and accrues at a default interest rate of 20% per annum.
Note 10, 10-1, 10-2 and 10-3
On January 24, 2017, the Company issued a convertible
promissory note in the principal amount of $80,000 for services rendered, which matured on January 24, 2018. Note 10 is currently in default
and accrues interest at a default interest rate of 20% per annum. On February 10, 2023, the Company executed a second tranche under this
note in the principal amount of $50,000 (Note 10-1). On March 30, 2023, the Company executed a third tranche under this note in the principal
amount of $25,000 (Note 10-2). On August 11, 2023, the Company executed a fourth tranche under this note in the principal amount of $25,000
(Note 10-3). Notes 10-1, 10-2 and 10-3 accrue interest at a rate of 15% per annum.
Note 29-2
On May 10, 2019, the Company issued a convertible
promissory note in the principal amount of $150,000. On November 8, 2019, this note (Note 29) was purchased by and assigned to an unrelated
party. The amount assigned was the existing principal amount of $150,000 and accrued interest of $5,918, which was issued as Note 29-1,
plus a new convertible promissory note in the principal amount of $62,367, which was issued as Note 29-2. Note 29-2 is currently in default
and accrues interest at a default interest rate of 24% per annum.
Note 31
On August 28, 2019, the Company issued a convertible
promissory note in the principal amount of $120,000, which matured on August 28, 2020. Note 31 is currently in default and accrues interest
at a default interest rate of 24% per annum. There was no outstanding principal balance as of December 31, 2023.
Notes 37-1, 37-2 and 37-3
On September 3, 2020, the Company issued a convertible
promissory note in the principal amount of $200,000, with an original issue discount of $50,000, which could be drawn in several tranches.
On September 3, 2020, the Company executed the first tranche in the principal amount of $67,000, less an original issue discount of $17,000,
which matured on June 30, 2021 (Note 37-1). On November 2, 2020, the Company executed the second tranche in the principal amount of $66,500,
less an original issue discount of $16,500, which matured on August 31, 2021 (Note 37-2). On December 29, 2020, the Company executed the
third tranche in the principal amount of $66,500, less an original issue discount of $16,500, which matured on September 30, 2021 (Note
37-3). Notes 37-1, 37-2 and 27-3 are currently in default and accrue interest at a default interest rate of 18% per annum.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Note 38
On February 9, 2021, the Company issued a convertible
promissory note in the principal amount $103,500, which matured on February 9, 2022. Note 38 was converted into common shares and the
remaining balance was paid in cash. There was no outstanding balance on Note 38 as of December 31, 2023.
Note 39
On April 26, 2021, the Company issued a convertible
promissory note in the principal amount $153,500, which matured on May 10, 2022. Note 39 was paid in cash and there was no outstanding
balance as of December 31, 2023.
Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7, 40-8, 40-9 and 40-10
On September 22, 2022, the Company issued a convertible
promissory note in the principal amount of $2,600,000 in exchange for total of $4,791,099 of defaulted promissory notes balances (Note
40-1). On November 4, 2022, the Company executed a second tranche under this note in the principal amount of $68,667, less an original
issue discount and fee of $18,667 (Note 40-2). On November 28, 2022, the Company executed the third tranche under this note in the principal
amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-3). On December 21, 2022, the Company executed a fourth
tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-4). On January
24, 2023, the Company executed a fifth tranche under this note in the principal amount of $90,166, less an original issue discount and
fee of $25,166 (Note 40-5). On March 21, 2023, the Company executed a sixth tranche under this note in the principal amount of $136,666,
less an original issue discount and fee of $39,166 (Note 40-6). On June 5, 2023, the Company executed a seventh tranche under this note
in the principal amount of $136,667, less original issue discount and fee of $39,167 (Note 40-7). On June 13, 2023, the Company executed
an eighth tranche under this note in the principal amount of $21,167, less original issue discount and fee of $5,167 (Note 40-8). On July
19, 2023, the Company executed a ninth tranche under this note in the principal amount of $35,500, less an original issue discount and
fee of $8,875 (Note 40-9). On July 24, 2023, the Company executed a tenth tranche under this note in the principal amount of $14,000,
less an original issue discount and fee of $3,500 (Note 40-10). On December 1, 2023, the Company executed amendment on Notes series 40
consolidated senior secured convertible promissory note to extend the expired tranche note 40-1 through 40-5’ due date to September
20, 2024. All of the Note 40 tranches mature in one year from the note issuance date and accrue interest at a rate of 10% per annum.
Note 41
On August 25, 2023, the Company issued a twelve-month
convertible promissory note in the principal amount of $5,000 to the Company’s CEO for the Company’s operating expenses. The
rate of interest is 10% per annum.
Preferred Stock
The Company has designated multiple series of
preferred stock, including 2 shares of series A preferred stock, 3,000,000 shares of series B preferred stock, 500 shares of series C
preferred stock, 1,000,000 shares of series E preferred stock, 50,000 shares of series F-1 preferred stock, 15,000,000 shares of series
I preferred stock, 2,000,000 shares of series J preferred stock, 400,000 shares of series L preferred stock, 3,000,000 shares of series
N senior convertible preferred stock, 5,000 shares of series R convertible preferred stock and 5,000,000 shares of series X senior convertible
preferred stock.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
The following is a description of the rights and
preferences of each series of preferred stock.
Redeemable Preferred Stock
The Company recognized the series N senior convertible
preferred stock, series R convertible preferred stock and series X senior convertible preferred stock as mezzanine equity in accordance
with ASC 480, “Distinguishing Liabilities from Equity”.
Series N Senior Convertible Preferred Stock
Ranking. The series N senior convertible
preferred stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common
stock and each other class or series that is not expressly made senior to or on parity with the series N senior convertible preferred
stock; (ii) on parity with each class or series that is not expressly subordinated or made senior to the series N senior convertible preferred
stock; and (iii) junior to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company
and each class or series that is expressly made senior to the series N senior convertible preferred stock.
Dividend Rights. Holders of series N senior
convertible preferred stock are entitled to dividends at a rate per annum of 12.0% of the stated value ($4.00 per share); provided that
upon an event of default (as defined in the certificate of designation for the series N senior convertible preferred stock), such rate
shall increase by 8% per annum. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall
be payable quarterly in arrears on each dividend payment date in cash or common stock at the Company’s discretion. Dividends payable
in common stock shall be calculated based on a price equal to eighty percent (80%) of the volume weighted average price for the common
stock on the Company’s principal trading market (the “VWAP”) during the five (5) trading days immediately prior to the
applicable dividend payment date. At December 31, 2023, cumulative dividends on Series N Preferred Stock were $766,437.
Liquidation Rights. Subject to the rights
of creditors and the holders of any senior securities or parity securities (in each case, as defined in the certificate of designation),
upon any liquidation of the Company or its subsidiaries, before any payment or distribution of the assets of the Company (whether capital
or surplus) shall be made to or set apart for the holders of junior securities (as defined in the certificate of designation), including
the common stock, each holder of outstanding series N senior convertible preferred stock shall be entitled to receive an amount of cash
equal to 115% of the stated value of $4.00 per share, plus an amount of cash equal to all accumulated accrued and unpaid dividends thereon
(whether or not declared) to, but not including the date of final distribution to such holders.
Voting Rights. Holders of series N senior
convertible preferred stock do not have any voting rights; provided that, so long as any shares of series N senior convertible preferred
stock are outstanding, the affirmative vote of holders of a majority of the series N senior convertible preferred stock, which majority
must include SILAC Insurance Company so long as it holds any shares of series N senior convertible preferred stock, voting as a separate
class, shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate
of designation or prior to the Company’s (or Nova’s) creation or issuance of any parity securities or new indebtedness (as
defined in the certificate of designation); provided that the foregoing shall not apply to any financing transaction the use of proceeds
of which will be used to redeem the series N senior convertible preferred stock and the warrants issued in connection therewith. In addition,
the affirmative vote of holders of 66% of the series N senior convertible preferred stock, voting as a separate class, is required prior
to the Company’s (or Nova’s) creation or issuance of any senior securities.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Conversion Rights. Each shares of series
N senior convertible preferred stock, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the holder
thereof, at any time and from time to time, into such number of fully paid and nonassessable shares of common stock determined by dividing
the stated value ($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price of $900 per share
(subject to standard adjustments in the event of any stock splits, stock combinations, stock reclassifications, dividends paid in common
stock, sales of substantially all assets, mergers, consolidations or similar transactions); provided that in no event shall the holder
of any series N senior convertible preferred stock be entitled to convert any number of shares that upon conversion the sum of (i) the
number of shares of common stock beneficially owned by the holder and its affiliates and (ii) the number of shares of common stock issuable
upon the conversion of the series N senior convertible preferred stock with respect to which the determination of this proviso is being
made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the then outstanding common stock. This
limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’
prior notice to the Company.
Redemption Rights. The Company may redeem
the series N senior convertible preferred stock at any time by paying in cash therefore a sum equal to 115% of the stated value of $4.00
per share, plus the amount of accrued and unpaid dividends and any other amounts due pursuant to the terms of the certificate of designation.
In addition, any holder may require the Company to redeem some or all of its shares of series N senior convertible preferred stock on
the same terms after a period of twelve months from the date of issuance; provided, however, that such redemption right shall only be
exercisable if the Company raises at least $5,000,000 or the common stock is trading on the Nasdaq Stock Market or the New York Stock
Exchange.
Series R Convertible Preferred Stock
Ranking. The series R convertible preferred
stock ranks, with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock, series
B preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series I preferred stock, series J
preferred stock, series L preferred stock and to each other class or series that is not expressly made senior to or on parity with the
series R convertible preferred stock; (ii) on parity with each class or series that is not expressly subordinated or made senior to the
series R convertible preferred stock; and (iii) junior to the series N senior convertible preferred stock, series X senior convertible
preferred stock and to each other series of preferred stock and each class or series that is expressly made senior to the series R convertible
preferred stock, as well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
R convertible preferred stock are entitled to receive cumulative dividends in the amount of twelve percent (12%) per annum, payable quarterly.
In addition, holders of series R convertible preferred stock are entitled to receive dividends equal (on an as converted to common stock
basis) to and in the same form as dividends actually paid on shares of common stock when, as and if such dividends are paid on shares
of common stock. Any dividends that are not paid when due shall continue to accrue and shall entail a late fee, which must be paid in
cash, at the rate of 18% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from the missed
payment date through and including the date of actual payment in full. At December 31, 2023, cumulative dividends on Series R Preferred
Stock were $109,980.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series R convertible preferred stock shall
be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the stated value ($1,200), plus
any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing, for each share of series R convertible
preferred stock before any distribution or payment shall be made to the holders of any junior securities.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Voting Rights. The holders of series R
convertible preferred stock will vote together with the common stock on an as-converted basis. However, as long as any shares of series
R convertible preferred stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the
then outstanding shares of the series R convertible preferred stock, directly and/or indirectly (i) alter or change adversely the powers,
preferences or rights given to the series R convertible preferred stock or alter or amend the certificate of designation, (ii) authorize
or create any class of stock ranking as to redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu
with, the series R convertible preferred stock, or authorize or create any class of stock ranking as to dividends senior to, or otherwise
pari passu with, the series R convertible preferred stock, (iii) amend its articles of incorporation or other charter documents
in any manner that adversely affects any rights of the holders of the series R convertible preferred stock, (iv) increase the number of
authorized shares of series R convertible preferred stock, or (v) enter into any agreement with respect to any of the foregoing.
Conversion Rights. Each shares of series
R convertible preferred stock shall be convertible, at the option of the holder thereof, at any time and from time to time, into such
number of fully paid and nonassessable shares of common stock determined by dividing the stated value ($1,200 per share) by a conversion
price equal to the lower of (i) $75.0 and (ii) the lowest daily VWAP during the twenty (20) trading days immediately prior to the applicable
conversion date. Notwithstanding the foregoing, the Company shall not effect any conversion of the series R convertible preferred stock,
and a holder shall not have the right to convert any portion of the series R convertible preferred stock, to the extent that, after giving
effect to the conversion, such holder (together with such holder’s affiliates, and any persons acting as a group together with such
holder or any of such holder’s affiliates) would beneficially own in excess of 4.99% of the then outstanding common stock. The conversion
price is subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately
decreases or increases the common stock, as well as for mergers, business combinations and certain other fundamental transactions. In
addition, subject to certain exceptions, upon any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents
for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the holder may elect, in
its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of series R convertible preferred stock
then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis.
Participation Rights. Subject to certain
exceptions, upon a Subsequent Financing, a holder of at least 100 shares of series R convertible preferred stock shall have the right
to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions
and price provided for in the Subsequent Financing.
Company Redemption Rights. The Company
has the right to redeem all (but not less than all), shares of the series R convertible preferred stock issued and outstanding at any
time upon three (3) business days’ notice, at a redemption price per share equal to the product of (i) the Premium Rate multiplied
by (ii) the sum of (x) the stated value ($1,200), (y) all accrued but unpaid dividends, and (z) all other amounts due to the holder. “Premium
Rate” means (a) 1.1 if all of the series R convertible preferred stock is redeemed within ninety (90) calendar days from the issuance
date thereof; (b) 1.2 if all of the series R convertible preferred stock is redeemed after ninety (90) calendar days and within one hundred
twenty (120) calendar days from the issuance date thereof; (c) 1.3 if all of the series R convertible preferred stock is redeemed after
one hundred twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof; and (iv) 1.0
if all of the series R convertible preferred stock is redeemed after one hundred eighty (180) calendar days.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Redemption Upon Triggering Events. Upon
the occurrence of a Triggering Event (as defined below), each holder of series R convertible preferred stock shall (in addition to all
other rights it may have) have the right, exercisable at the sole option of such holder, to require the Company to (A) redeem all of the
series R convertible preferred stock then held by such holder for a redemption price, in cash, equal to the Triggering Redemption Amount
(as defined below), or (B) at the option of each holder either (i) redeem all of the series R convertible preferred stock then held by
such holder though the issuance to such holder of such number of shares of common stock equal to the quotient of (x) the Triggering Redemption
Amount, divided by (y) the lowest of (1) the conversion price, and (2) 75% of the average of the 10 VWAPs immediately prior to the date
of election, or (ii) increase the dividend rate on all of the outstanding series R convertible preferred stock held by such holder retroactively
to the initial issuance date to 18% per annum thereafter. “Triggering Redemption Amount” means, for each share of series R
convertible preferred stock, the sum of (a) the greater of (i) 130% of the stated value and (ii) the product of (y) the VWAP on the trading
day immediately preceding the date of the Triggering Event, multiplied by (z) the stated value divided by the then applicable conversion
price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages, late fees and other costs, expenses or amounts due
in respect of the series R convertible preferred stock including, but not limited to legal fees and expenses of legal counsel to the holder
in connection with, related to and/or arising out of a Triggering Event. A “Triggering Event” means any of the following events
(whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant
to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):
| · | the Company shall fail to deliver the shares of common stock issuable upon a conversion prior to the fifth
(5th) trading day after such shares are required to be delivered, or the Company shall provide written notice to any holder,
including by way of public announcement, at any time, of its intention not to comply with requests for conversion of any shares of series
R convertible preferred stock in accordance with the terms of the certificate of designation; |
| | |
| · | the Company shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In (as defined
in the certificate of designation) within five (5) trading days after notice therefor is delivered; |
| | |
| · | the Company shall fail to have available a sufficient number of authorized and unreserved shares of common
stock to issue to such holder upon a conversion; |
| | |
| · | unless specifically addressed elsewhere in the certificate of designation as a Triggering Event, the Company
shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of the Transaction
Documents (as defined in the certificate of designation), and such failure or breach shall not, if subject to the possibility of a cure
by the Company, have been cured within five (5) calendar days after the date on which written notice of such failure or breach shall have
been delivered; |
| | |
| · | the Company shall redeem junior securities or pari passu securities; |
| | |
| · | the Company shall be party to a Change of Control Transaction (as defined in the certificate of designation); |
| | |
| · | there shall have occurred a Bankruptcy Event (as defined in the certificate
of designation); |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
| · | any monetary judgment, writ or similar final process shall be entered or filed against the Company, any
subsidiary or any of their respective property or other assets for more than $50,000 (provided that amounts covered by the Company’s
insurance policies are not counted toward this $50,000 threshold), and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of thirty (30) trading days; |
| | |
| · | the electronic transfer by the Company of shares of common stock through the Depository Trust Company
or another established clearing corporation once established subsequent to the date of the certificate of designation is no longer available
or is subject to a ‘freeze” and/or “chill;” or |
| | |
| · | any “Event of Default,” as defined in the Purchase Agreement (as defined in the certificate
of designation). |
Series X Senior Convertible Preferred Stock
Ranking. The series X senior convertible
preferred stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common
stock and each other class or series that is not expressly made senior to or on parity with the series X senior convertible preferred
stock; (ii) on parity with each class or series that is not expressly subordinated or made senior to the series X senior convertible preferred
stock; and (iii) junior to the series N senior convertible preferred stock, all indebtedness and other liabilities with respect to assets
available to satisfy claims against the Company and each class or series that is expressly made senior to the series X senior convertible
preferred stock.
Dividend Rights. Holders of series X senior
convertible preferred stock are entitled to dividends at a rate per annum of 10.0% of the stated value ($4.00 per share); provided that
upon an event of default (as defined in the certificate of designation for the series X senior convertible preferred stock), such rate
shall increase by 5% per annum. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall
be payable quarterly in arrears on each dividend payment date. At December 31, 2023, cumulative dividends on Series X Preferred Stock
were $190,685.
Liquidation Rights. Subject to the rights
of creditors and the holders of any senior securities, including the series N senior convertible preferred stock, or parity securities
(in each case, as defined in the certificate of designation), upon any liquidation of the Company or its subsidiaries, before any payment
or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of junior securities
(as defined in the certificate of designation), including the common stock, each holder of outstanding series N senior convertible preferred
stock shall be entitled to receive an amount of cash equal to 100% of the stated value of $4.00 per share, plus an amount of cash equal
to all accumulated accrued and unpaid dividends thereon (whether or not declared) to, but not including the date of final distribution
to such holders.
Voting Rights. Holders of series X senior
convertible preferred stock do not have any voting rights; provided that, so long as any shares of series X senior convertible preferred
stock are outstanding, the affirmative vote of holders of a majority of the series X senior convertible preferred stock, which majority
must include Leonite Capital LLC so long as it holds any shares of series X senior convertible preferred stock, voting as a separate class,
shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate
of designation or prior to the creation or issuance of any parity securities or new indebtedness (as defined in the certificate of designation);
provided that the foregoing shall not apply to any financing transaction the use of proceeds of which will be used to redeem the series
X senior convertible preferred stock and the warrants issued in connection therewith. In addition, the affirmative vote of holders of
66% of the series X senior convertible preferred stock, voting as a separate class, is required prior to the creation or issuance of any
senior securities.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Conversion Rights. Each shares of series
X senior convertible preferred stock, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the holder
thereof, at any time and from time to time, into such number of fully paid and nonassessable shares of common stock determined by dividing
the stated value ($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price equal to the lower
of (i) the lowest VWAP during the five (5) trading days immediately prior to the applicable conversion date and (ii) the price per share
paid in any subsequent financing (the “Fixed Price”). The Fixed Price is subject to standard adjustments in the event of any
stock splits, stock combinations, stock reclassifications, dividends paid in common stock, sales of substantially all assets, mergers,
consolidations or similar transactions, as well as a price based antidilution adjustment, pursuant to which, subject to certain exceptions,
if the Company issues common stock at a price lower than the Fixed Price, the Fixed Price shall decrease to such lower price. Notwithstanding
the foregoing, in no event shall the holder of any series X senior convertible preferred stock be entitled to convert any number of shares
that upon conversion the sum of (i) the number of shares of common stock beneficially owned by the holder and its affiliates and (ii)
the number of shares of common stock issuable upon the conversion of the series X senior convertible preferred stock with respect to which
the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99%
of the then outstanding common stock. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion,
upon not less than sixty-one (61) days’ prior notice to the Company.
Redemption Rights. Commencing on September
22, 2023, any holder may require the Company to redeem its shares by the payment in cash therefore of a sum equal to 100% of the stated
value of $4.00 per share, plus the amount of accrued and unpaid dividends and any other amounts due pursuant to the terms of the certificate
of designation; provided however, that in the event that the Company completes a public offering prior to the redemption date, then any
holder may only cause the Company to redeem any outstanding series X senior convertible preferred stock by paying such redemption price
in twelve (12) equal monthly installments with the first such payment due on the date that is six (6) months following the date that the
Company completes such public offering.
Non-redeemable Preferred Stock
Series A Preferred Stock
Ranking. The series A preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock and each other class or series that is not
expressly made senior to or on parity with the series A preferred stock; (ii) on parity with each class or series that is not expressly
subordinated or made senior to the series A preferred stock; and (iii) junior to the series B preferred stock, series C preferred stock,
series E preferred stock, series F-1 preferred stock, series I preferred stock, series J preferred stock, series L preferred stock, series
N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock and each other
series of preferred stock and each class or series that is expressly made senior to the series A preferred stock, as well as to all indebtedness
and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The series A preferred
stock is not entitled to participate in any distributions or payments to the holders of common stock or any other class of stock and shall
have no economic interest in the Company.
Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, a merger or consolidation of our company wherein
the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company, the holders of each share
of series A preferred stock shall be entitled to receive from any distribution of any of the assets or surplus funds of the Company, before
and in preference of any holder of shares of common stock, an amount equal to the stated value of $250. Once the holders receive the foregoing
from any such liquidation, dissolution or winding up, the holders shall not participate with the common stock or any other class of stock.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Voting Rights. Each share of series A preferred
stock shall have a number of votes at any time equal to (i) 25% of the number of votes then held or entitled to be made by all other equity
securities of the Company, including, without limitation, the common stock, plus (ii) one (1). The series A preferred stock shall vote
on any matter submitted to the holders of the common stock, or any other class of voting securities, for a vote, and shall vote together
with the common stock, or any class of voting securities, as applicable, on such matter for as long as the shares of series A preferred
stock are issued and outstanding. Notwithstanding the foregoing, the series A preferred stock shall not have the right to vote on any
matter as to which solely another series of preferred stock is entitled to vote pursuant to the Company’s amended and restated articles
of incorporation or a certificate of designation of such other series of preferred stock.
Transfer. Upon transfer of any share of
series A preferred stock, except for a transfer by the holder to an affiliate, whether such transfer is voluntary or involuntary, such
share of series A preferred stock shall automatically, and without any action being required by the Company or the holder, be converted
into one (1) share of common stock.
Other Rights. Holders of series A preferred
stock do not have any conversion (except as set forth above) or redemption rights.
Series B Preferred Stock
Ranking. The series B preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series B preferred stock; (ii) on parity with the series C
preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series B preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series B preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
B preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series B preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series B preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series B preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
B preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series B preferred stock shall be entitled to cast one (1) vote per
share of series B preferred stock held. Except as provided by law, the holders of series B preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series B preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series B preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series B preferred stock or alter or amend the certificate of designation for the series
B preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series B preferred stock.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Conversion Rights. Each share of series
B preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series B preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
B preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series B preferred stock, voting
together as a single class, each share of series B preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Redemption Rights. Holders of series B
preferred stock do not have any redemption rights.
Series C Preferred Stock
Ranking. The series C preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series C preferred stock; (ii) on parity with the series B
preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series C preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series C preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
C preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series C preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series C preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series C preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
C preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series C preferred stock shall be entitled to cast one (1) vote per
share of series C preferred stock held. Except as provided by law, the holders of series C preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series C preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series C preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series C preferred stock or alter or amend the certificate of designation for the series
C preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series C preferred stock.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Conversion Rights. Each share of series
C preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004. In addition, on the date
on which the shares of common stock are listed on a national stock exchange, including without limitation the New York Stock Exchange,
NYSE American or the Nasdaq Stock Market (any tier) (a “Listing Event”), all outstanding shares of series C preferred stock
shall be automatically converted into such number of shares of common stock as is determined by dividing $50,000 by the highest traded
or closing price on such date, which such shares of common stock shall be issued pro rata among the holders of the outstanding series
C preferred stock. Finally, upon the earlier to occur of: (a) the closing of the sale of shares of common stock to the public at a price
of at least $3.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar
recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement
under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company or (b) the date and time, or the occurrence
of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series C preferred
stock, voting together as a single class, each share of series C preferred stock shall be automatically converted into such number of
shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004. Such conversion
price is subject to standard adjustments in the event of any stock dividends, stock reclassifications and similar events (but not for
reverse stock splits).
Redemption Rights. If there is a Listing
Event, the Company shall have the right (but not the obligation) to redeem shares of series C preferred stock at a price per share of
$50,000.
Series E Preferred Stock
Ranking. The series E preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series E preferred stock; (ii) on parity with the series B
preferred stock, series C preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series E preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series E preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
E preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series E preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series E preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series E preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
E preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series E preferred stock shall be entitled to cast one (1) vote per
share of series E preferred stock held. Except as provided by law, the holders of series E preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series E preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series E preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series E preferred stock or alter or amend the certificate of designation for the series
E preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series E preferred stock.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Conversion Rights. Each share of series
E preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series E preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
E preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series E preferred stock, voting
together as a single class, each share of series E preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Series F-1 Preferred Stock
Ranking. The series F-1 preferred stock
ranks, with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each
other class or series that is not expressly made senior to or on parity with the series F-1 preferred stock; (ii) on parity with the series
B preferred stock, series C preferred stock, series E preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series F-1 preferred stock; and (iii) junior to the series I
preferred stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred
stock and to each other series of preferred stock and each class or series that is expressly made senior to the series F-1 preferred stock,
as well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
F-1 preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series F-1 preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series F-1 preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series F-1 preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
F-1 preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. Except as provided by law,
the holders of series F-1 preferred stock shall have no voting rights. However, as long as any shares of series F-1 preferred stock are
outstanding, the Company shall not, without the affirmative vote of the holders of a majority of outstanding series F-1 preferred stock,
(a) alter or change adversely the powers, preferences or rights given to the series F-1 preferred stock or alter or amend the certificate
of designation for the series F-1 preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or
other charter documents in any manner that adversely affects any rights of the holders of series F-1 preferred stock.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Conversion Rights. Each share of series
F-1 preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares
of common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series F-1 preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
F-1 preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series F-1 preferred stock, voting
together as a single class, each share of series F-1 preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Redemption Rights. Holders of series F-1
preferred stock do not have any redemption rights.
Series I Preferred Stock
Ranking. The series I preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock, series B preferred
stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock
and to each other class or series that is not expressly made senior to or on parity with the series I preferred stock; (ii) on parity
with each class or series that is not expressly subordinated or made senior to the series I preferred stock; and (iii) junior to the series
N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock and to each other
series of preferred stock and each class or series that is expressly made senior to the series I preferred stock, as well as to all indebtedness
and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
I preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series I preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series I preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series I preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
I preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series I preferred stock shall be entitled to cast five (5) votes per
share of series I preferred stock held. Except as provided by law, the holders of series I preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series I preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series I preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series I preferred stock or alter or amend the certificate of designation for the series
I preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series I preferred stock.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Conversion Rights. Each share of series
I preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series I preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
I preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $10,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series I preferred stock, voting
together as a single class, each share of series I preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Redemption Rights. Holders of series I
preferred stock do not have any redemption rights.
Series J Preferred Stock
Ranking. The series J preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series J preferred stock; (ii) on parity with the series B
preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series J preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series J preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
J preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series J preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series J preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series J preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
J preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series J preferred stock shall be entitled to cast one (1) vote per
share of series J preferred stock held. Except as provided by law, the holders of series J preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series J preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series J preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series J preferred stock or alter or amend the certificate of designation for the series
J preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series J preferred stock.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Conversion Rights. Each share of series
J preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series J preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
J preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series J preferred stock, voting
together as a single class, each share of series J preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Redemption Rights. Holders of series J
preferred stock do not have any redemption rights.
Series L Preferred Stock
Ranking. The series L preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series L preferred stock; (ii) on parity with the series B
preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock and each other
class or series that is not expressly subordinated or made senior to the series L preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series L preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
L preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series L preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series L preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series L preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
L preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series L preferred stock shall be entitled to cast one (1) vote per
share of series L preferred stock held. Except as provided by law, the holders of series L preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series L preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series L preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series J preferred stock or alter or amend the certificate of designation for the series
L preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series L preferred stock.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Conversion Rights. Each share of series
L preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series L preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
L preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series L preferred stock, voting
together as a single class, each share of series L preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Redemption Rights. Holders of series L
preferred stock do not have any redemption rights.
Preferred Stock Transactions
During the year ended December 31, 2023, the Company
executed the following transactions:
| · | On May 25, 2023, the Company issued 3,150 shares of series B preferred stock to Zia Choe, Chief Accounting
Officer, for $25,000. |
| | |
| · | On July 24, 2023, the Company issued 5,000 shares of series E preferred stock as compensation for the
property manager of Edge View in exchange for a bonus of $5,000. |
During the year ended December 31, 2022, the Company
executed the following transactions:
| · | In the second quarter of 2022, 37,500 shares of series D preferred stock were cancelled and exchanged
for 37,500 shares of series B preferred stock and 37,500 shares of series H preferred stock were cancelled and exchanged for 37,500 shares
of series B preferred stock. |
| | |
| · | On September 7, 2022, the Company issued 818,750 shares of series J preferred stock in connection with
the acquisition of Nova. |
| | |
| · | On September 12, 2022, the Company issued 375,000 shares of series X senior convertible preferred stock
for $1,500,000. See Note 9 for further discussion. |
| | |
| · | On October 10, 2022, the Chief Operating Officer received 18,750 shares of series B preferred stock in
exchange for the settlement of employment at the fair value of $1 per share. |
| | |
| · | On October 31, 2022, the Company entered into a buyback agreement, pursuant to which the managers of AHI
purchased back AHI and returned 175,045 shares of series F preferred stock issued to them, which were remitted to treasury, in exchange
for 67,500 shares of series B preferred stock. There was a loss on disposal in the amount of $217,769 which represented net assets and
liabilities at the time of sale back. |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
| · | On November 11, 2022, the Company issued 15,000 shares of series B preferred stock to a third party in
exchange for $15,000 at the fair value of $1 per share. |
| | |
| · | On December 15, 2022, the Company issued 10,000 shares of series B preferred stock to a third party in
exchange for $10,000 at the fair value of $1 per share. |
Common Stock
During the year ended December 31, 2023, the Company
issued 13,068 shares of common stock upon the conversion of certain convertible notes.
During the year ended December 31, 2022, as part
of the Red Rock settlement, the Company issued 8,782 shares of common stock. The settlement also required the previous owners to relinquish
3,500 shares of common stock before a 1 for 75,000 reverse split resulting in a gain to the Company of $35,097. The Red Rock settlement
also required the previous owners to relinquish warrants for 25,000 shares of common stock. See also Note 10.
The table below sets forth warrant activity during
the years ended December 31, 2023 and 2022:
Schedule of warrant activity | |
| | | |
| | |
| |
Number of Warrants | | |
Weighted Average Exercise Price | |
Balance at January 1, 2023 | |
| 3,141 | | |
$ | 0.015 | |
Granted | |
| – | | |
| – | |
Exercised | |
| – | | |
| – | |
Expired | |
| (1 | ) | |
| 0.0146 | |
Balance at December 31, 2023 | |
| 3,140 | | |
| 0.015 | |
Warrants Exercisable at December 31, 2023 | |
| 3,140 | | |
$ | 0.015 | |
| |
Number of Warrants | | |
Weighted Average Exercise Price | |
Balance at January 1, 2022 | |
| 3,259 | | |
$ | 0.02 | |
Granted | |
| – | | |
| – | |
Exercised | |
| – | | |
| – | |
Expired | |
| (118 | ) | |
| 0.146 | |
Balance at December 31, 2022 | |
| 3,141 | | |
| 0.015 | |
Warrants Exercisable at December 31, 2022 | |
| 3,141 | | |
$ | 0.015 | |
As a result of the settlement agreement with
Red Rock on July 29, 2022, the Company required the previous owners to relinquish warrants for 25,000 shares of common stock. The warrants
were returned and cancelled during the second quarter of 2023. There was no impact on the consolidated financial statements as of December
31, 2022.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
| 11. | DISCONTINUED OPERATIONS |
Platinum Tax
On November 10, 2023, the Company sold Platinum
Tax, which was a full-service tax resolution firm located in Los Angeles, California. Through this subsidiary the Company provided fee-based
tax resolution services to individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding
tax debts. As part of the Asset Purchase Agreement between us and the purchaser, the assets that were purchased included substantially
all assets, rights, interests, and licenses except for banks accounts in place prior to the sale for the purchase consideration of 15%
of cash collected by the purchaser within one year following the sale date.
The Company and the managers of AHI entered into
a resignation, release and buyback agreement and addendum, effective October 31, 2022, pursuant to which the managers purchased AHI in
exchange for returning 175,045
shares of series F preferred stock. There was a loss on disposal in the amount of $217,769
on October 31, 2022, which represented net assets and liabilities at the time of sale back.
Schedule of discontinued operations | |
| | | |
| | |
| |
December 31, | |
Net liabilities of discontinued operations | |
2023 | | |
2022 | |
Cash | |
$ | 342 | | |
$ | 7,717 | |
Accounts receivable | |
| 300 | | |
| 860 | |
Accounts payable and accrued expenses | |
| 238,285 | | |
| 159,700 | |
Net liabilities of discontinued operations | |
$ | (237,643 | ) | |
$ | (151,123 | ) |
| |
| | | |
| | |
| |
Year Ended December 31, | |
Gain (Loss) from discontinued operations | |
2023 | | |
2022 | |
Revenue | |
$ | 307,366 | | |
$ | 1,438,294 | |
Cost of sales | |
| (59,453 | ) | |
| (462,556 | ) |
Selling, general and administrative expenses | |
| (332,005 | ) | |
| (1,094,121 | ) |
Interest expense | |
| (2,428 | ) | |
| (44,027 | ) |
Impairment of Goodwill | |
| – | | |
| (2,092,048 | ) |
Loss on divestiture of subsidiary | |
| – | | |
| (217,769 | ) |
Gain no change in estimate | |
| – | | |
| (4,474 | ) |
Gain on reversal of Red Rock liability | |
| – | | |
| 510,418 | |
Loss on settlement | |
| – | | |
| (212,600 | ) |
Loss from discontinued operations | |
$ | (86,520 | ) | |
$ | (2,178,883 | ) |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
| 12. | GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET |
The Company reviews goodwill for impairment on
a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.
During the year ended December 31, 2023, the Company determined there to be no impairment, and during the year ended December 31, 2022,
the Company recognized goodwill impairment in the amount of $2,092,048, which was recorded to its former financial services segment now
reflected in discontinued operations. The Company based this decision on impairment testing of the underlying assets, expected cash flows,
decreased asset value and other factors.
| 13. | COMMITMENTS AND CONTINGENCIES |
Leases
ASC 842, “Leases”, requires that a
lessee recognize the assets and liabilities that arise from operating leases, A lessee should recognize in the statement of financial
position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying
asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by
class of underlying asset not to recognize lease assets and lease liabilities. In transaction, lessees and lessors are required to recognize
and measure leases at either the effective date (the “effective date method”) or the beginning of the earliest period presented
(the “comparative method”) using a modified retrospective approach. Under the effective date method, the Company’s comparative
period reporting is unchanged. In contrast, under the comparative method, the Company’s date of initial application is the beginning
of the earliest comparative period presented, and the Topic 842 transition guidance is then applied to all comparative periods presented.
Further, under either transition method, the standard includes certain practical expedients intended to ease the burden of adoption. The
Company adopted ASC 842, January 1, 2020, using the effective date method and elected certain practical expedients allowing the Company
not to reassess:
| · | whether expired or existing contracts contain leases under the new definition of a lease; |
| | |
| · | lease classification for expired or existing leases; and |
| | |
| · | whether previously capitalized initial direct costs would qualify for capitalization under Topic 842. |
The Company also made the accounting policy decision
not to recognize lease assets and liabilities for leases with a term of 12 months or less.
The Company leases ten medical facilities and
one vehicle as operating leases as of December 31, 2023. The Company recorded operating lease expenses of $291,040 and $301,321 for the
years ended December 31, 2023 and 2022, respectively.
The Company has operating leases with future
commitments as follows:
Schedule of operating leases | |
| | |
| |
Amount | |
2024 | |
$ | 157,669 | |
2025 | |
| 95,774 | |
2026 | |
| 23,282 | |
Total | |
$ | 276,725 | |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
The following table summarizes supplemental information
about the Company’s leases:
Schedule of supplemental information
about leases |
|
|
|
|
Weighted-average remaining lease term |
|
|
1.9 years |
|
Weighted-average discount rate |
|
|
% |
|
Employees
The Company agreed to pay $360,000 per year and
$200,000 of targeted annual incentives to the Chief Executive Officer based on his employment agreement since July 1, 2020, of which currently
50% is paid in cash and 50% is accrued. The total outstanding accrued compensation as of December 31, 2023 and 2022 were $2,365,500 and
$1,870,500, respectively.
The Company agreed to pay $360,000 per year and
$200,000 of targeted annual incentives to the Chairman of the Board based on his employment agreement since July 1, 2020, of which currently
50% is paid in cash and 50% is accrued. The total outstanding accrued compensation as of December 31, 2023 and December 31, 2022 were
$2,350,500 and $1,863,000, respectively.
The Company agreed to pay $156,000 per year to
the previous Chief Financial Officer based on his amended employment agreement executed on May 15, 2021. The total outstanding accrued
compensation as of December 31, 2023 and December 31, 2022 was $17,057 and $17,057, respectively.
The Company entered into a management agreement
effective May 31, 2021 for compensation to the principals of Nova in the form of an annual base salaries of $372,000
to one of the three doctors, $450,000
to the second, and $372,000
to the third doctor. Collectively, as a group, such principals will receive an annual cash bonus and stock equity set forth below,
which will be conditioned upon the Company achieving 100% of the annual objectives of financial performance goals as set forth below.
For the year ended December 31, 2023 the Company recorded $0 in annual cash bonus as financial
performance objectives were not achieved.
Schedule of annual objectives of financial performance |
|
|
|
Year |
Minimum Annual Nova EBITDA |
Cash Annual Bonus |
Series J Preferred Stock |
2021 |
$2.0M |
$120,000 |
120,000 Shares |
2022 |
$2.4M |
$150,000 |
135,000 Shares |
2023 |
$3.7M |
$210,000 |
150,000 Shares |
2024 |
$5.5M |
$300,000 |
180,000 Shares |
2025 |
$8.0M |
$420,000 |
210,000 Shares |
From time to time, the Company may become involved
in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. Management is
not currently aware of any such legal proceedings or claims that it believes will have a material adverse effect on the Company’s
business, financial condition, or operating results.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
At December 31, 2023, the Company had federal
and state net operating loss carry forwards of approximately $24 million that expire in various years through the year 2039. Due to carryforwards
of past net operating losses, there is no provision for current federal or state income taxes for the years ended December 31, 2023 and
2022.
Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for
federal and state income tax purposes.
The Company’s deferred tax asset at December
31, 2023 and 2022 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately
$5,291,000 and $5,991,000, respectively, less a valuation allowance in the amount of approximately $5,291,000 and $5,991,000, respectively.
Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in both
2023 and 2022. The valuation allowance decreased by approximately $0.7 million from the year ended December 31, 2022.
The Company’s total deferred tax asset
as of December 31, 2023 and 2022 is as follows:
Schedule of deferred tax assets | |
| | | |
| | |
| |
2023 | | |
2022 | |
Deferred tax assets | |
$ | 5,291,000 | | |
$ | 5,991,000 | |
Valuation allowance | |
| (5,291,000 | ) | |
| (5,991,000 | ) |
Net deferred tax asset | |
$ | – | | |
$ | – | |
As of December 31, 2023, the Company had two reportable
operating segments as determined by management using the “management approach” as defined by the authoritative guidance on
Disclosures about Segments of an Enterprise and Related Information.
| (1) | Healthcare (Nova) |
| (2) | Real Estate (Edge View) |
These segments are a result of differences in
the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting,
human resources, legal and credit and collections, are partially allocated to the three operating segments. Other revenue consists of
nonrecurring items.
The healthcare segment provides a full range of
diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments,
and nerves.
The real estate segment consists of Edge View,
a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned
high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres
zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common
area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
Management uses numerous tools and methods to
evaluate and measure of its subsidiaries’ success. To help succeed, management retains the prior owners of the subsidiaries and
allow them to do what they do best is run the business. Additionally, management monitors key metrics primarily revenues and net income
from operations.
Schedule of segment reporting | |
| | | |
| | |
| |
As of December 31, | |
Asset: | |
2023 | | |
2022 | |
Healthcare | |
$ | 18,955,991 | | |
$ | 12,692,531 | |
Real Estate | |
| 587,456 | | |
| 592,557 | |
Others | |
| 1,202,364 | | |
| 59,691 | |
Consolidated assets | |
$ | 20,745,811 | | |
$ | 13,344,780 | |
| |
Years Ended December 31, | |
| |
2023 | | |
2022 | |
Revenues: | |
| | | |
| | |
Healthcare | |
$ | 11,853,266 | | |
$ | 10,693,196 | |
Real Estate | |
| – | | |
| – | |
Consolidated revenues | |
$ | 11,853,266 | | |
$ | 10,693,196 | |
| |
| | | |
| | |
Cost of Sales: | |
| | | |
| | |
Healthcare | |
$ | 3,560,624 | | |
$ | 4,060,034 | |
Real Estate | |
| – | | |
| – | |
Consolidated cost of sales | |
$ | 3,560,624 | | |
$ | 4,060,034 | |
| |
| | | |
| | |
Income from operations from subsidiaries | |
| | | |
| | |
Healthcare | |
$ | 7,300,849 | | |
$ | 5,845,052 | |
Real Estate | |
| (3,716 | ) | |
| (19,345 | ) |
Income from operations from subsidiaries | |
$ | 7,297,133 | | |
$ | 5,825,707 | |
| |
| | | |
| | |
Loss from operations from Cardiff Lexington | |
$ | (2,102,088 | ) | |
$ | (1,918,818 | ) |
Total income (loss) from operations | |
$ | 5,195,045 | | |
$ | 3,906,889 | |
| |
| | | |
| | |
Income (Loss) before taxes | |
| | | |
| | |
Healthcare | |
$ | 5,973,233 | | |
$ | 74,880 | |
Real Estate | |
| (3,716 | ) | |
| (19,345 | ) |
Corporate, administration and other non-operating expenses | |
| (2,941,123 | ) | |
| (5,485,056 | ) |
Consolidated income (loss) before taxes | |
$ | 3,028,394 | | |
$ | (5,429,521 | ) |
CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
The Company has evaluated its operations subsequent
to December 31, 2023 to the date these consolidated financial statements were available to be issued and determined the following subsequent
events and transactions required disclosure in these consolidated financial statements.
On January 11, 2024, the Company issued 1,222
shares of common stock upon the conversion of a convertible note in the amount of $1,680.
On January 31, 2024, the Company issued 7,500
shares of series I preferred stock to the Company’ executives.
On March 5, 2024, the Company issued 7,500 shares
of common stock to John Nesbett for professional services provided.
On March 13, 2024, the Company paid $50,000 to
the noteholder for the accrued interest on Notes 40-1.
1,600,000
Shares
Common Stock
Cardiff Lexington
Corporation
______________________
PROSPECTUS
______________________
Craft Capital Management LLC |
R.F. Lafferty & Co., Inc. |
, 2024
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and
expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of common stock being registered.
All amounts, other than the SEC registration fee, NYSE American listing fee and FINRA filing fee, are estimates. We will pay all these
expenses.
| |
Amount | |
SEC registration fee | |
$ | 1,077.21 | |
NYSE American listing fee | |
| 75,000.00 | |
FINRA filing fee | |
| 1,880.00 | |
Accounting fees and expenses | |
| 35,000.00 | |
Legal fees and expenses | |
| 387,500.00 | |
Transfer agent fees and expenses | |
| 10,000.00 | |
Printing and related fees and expenses | |
| 10,000.00 | |
Miscellaneous fees and expenses | |
| 4,542.79 | |
Total | |
$ | 525,000.00 | |
Item 14. Indemnification of Directors and Officers
We are a Nevada corporation. The Nevada Revised
Statutes and certain provisions of our amended and restated bylaws under certain circumstances provide for indemnification of our officers,
directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances in which
such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our amended
and restated bylaws and to the statutory provisions.
In general, any officer, director, employee or
agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such
person is a party, if that person’s actions were in good faith, were believed to be in our best interest, and were not unlawful.
Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent
decision of our board of directors, by legal counsel, or by a vote of our stockholders, that the applicable standard of conduct was met
by the person to be indemnified.
The circumstances under which indemnification
is granted in connection with an action brought on our behalf is generally the same as those set forth above; however, with respect to
such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement
of the action. In such actions, the person to be indemnified must have acted in good faith and in a manner believed to have been in our
best interest, and have not been adjudged liable for negligence or misconduct.
Indemnification may also be granted pursuant to
the terms of agreements which may be entered in the future or pursuant to a vote of stockholders or directors. The Nevada Revised
Statutes also grant us the power to purchase and maintain insurance which protects our officers and directors against any liabilities
incurred in connection with their service in such a position, and such a policy may be obtained by us.
To the maximum extent permitted by law, our amended
and restated articles of incorporation eliminate or limit the liability of our directors to us or our stockholders for monetary damages
for breach of a director’s fiduciary duty as a director.
We have entered or intend to enter into separate
indemnification agreements with our directors and officers. Each indemnification agreement will provide, among other things, for indemnification
to the fullest extent permitted by law and our amended and restated articles of incorporation and amended and restated bylaws against
any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide
for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not
entitled to such indemnification under applicable law and our amended and restated articles of incorporation and amended and restated
bylaws.
We are in the process of obtaining standard policies
of insurance under which coverage is provided (a) to our directors and officers against loss rising from claims made by reason of
breach of duty or other wrongful act, and (b) to us with respect to payments which we may make to such officers and directors pursuant
to the above indemnification provision or otherwise as a matter of law.
The underwriting agreement, filed as Exhibit 1.1
to this registration statement, will provide for indemnification, under certain circumstances, by the underwriter of us and our officers
and directors for certain liabilities arising under the Securities Act or otherwise.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been
informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 15. Recent Sales of Unregistered Securities
During the past three years, we issued the following
securities, which were not registered under the Securities Act.
Since December 31, 2023, we have issued 1,605,098
shares of common stock upon the conversion of 802,549 shares of series B preferred stock.
Since December 31, 2023, we have issued 250,000
shares of common stock upon the conversion of 25 shares of series C preferred stock.
Since December 31, 2023, we have issued 5,862,000
shares of common stock upon the conversion of 2,931,000 shares of series I preferred stock.
Since December 31, 2023, we have issued 3,084,450
shares of common stock upon the conversion of 1,542,225 shares of series J preferred stock.
On March 26, 2024, we issued an
aggregate of 30,000 shares of common stock to our independent directors.
On March 5, 2024, we issued 7,500 shares of
common stock for professional services provided.
On February 2, 2024, we issued 37,104
shares of common stock in connection with a settlement with Red Rock.
On January 31, 2024, we issued 7,500 shares
of series I preferred stock to our executives.
On January 19, 2024, we issued 125,000 shares
of series I preferred stock to our executives.
On January 11, 2024, we issued 1,222 shares
of common stock upon the conversion of a convertible note in the amount of $1,680.
On August 25, 2023, we issued a convertible
promissory note in the principal amount of $5,000 to Alex Cunningham, our Chief Executive Officer. This note is due on August 25, 2024
and bears interest at a rate of 10% per annum; provided that upon an event of default (as defined in the note), such rate increases to
15%. The holder of the note may, in its sole discretion, elect to convert any outstanding principal and accrued but unpaid interest into
our common stock at a conversion price equal to 80% of the lowest closing price of our common stock for the five (5) trading days immediately
prior to such conversion date.
On July 24, 2023, we issued 5,000 shares of
series E preferred stock as compensation for the property manager of Edge View.
On May 25, 2023, we issued 3,150 shares of
series B preferred stock to Zia Choe, our Chief Accounting Officer.
During the year ended December 31, 2023, we
issued 13,068 shares of common stock upon the conversion of certain convertible notes.
On December 15, 2022, we issued 10,000 shares
of series B preferred stock to a third party in exchange for $10,000 at the fair value of $1 per share.
On November 11, 2022, we issued 15,000 shares
of series B preferred stock to a third party in exchange for $15,000 at the fair value of $1 per share.
On October 31, 2022, we issued 67,500 shares
of series B preferred stock to the owners of AHI in connection with the buyback agreement described elsewhere in this prospectus.
On October 10, 2022, we issued 18,750 shares
of series B preferred stock in exchange for the settlement of employment at the fair value of $1 per share.
On September 22, 2022, we issued a consolidated
senior secured convertible promissory note in the principal amount of $2,600,000 to Leonite Capital LLC. Leonite Capital LLC subsequently
advanced additional funds under this note. As of the date of this prospectus, the principal amount outstanding is $3,245,165. Each advance
matures one year from the date of issuance; provided that such maturity date shall be extended to the date that is eighteen months from
the closing of this offering if such offering is completed prior to the maturity date. The note bears interest at a rate of 10% per annum;
provided that upon an event of default (as defined in the note), such rate shall increase to the lesser of 15% or the maximum legal rate.
The holder of the note may, in its sole discretion, elect to convert any outstanding and unpaid principal portion of the note and any
accrued but unpaid interest on such portion into our common stock at a conversion price equal to the lower of (i) the lowest VWAP during
the five (5) trading days immediately prior to the applicable conversion date and (ii) the price per share paid in any subsequent financing,
with such fixed price being subject to standard adjustments, including a price-based antidilution adjustment in the event that we issue
securities at a lower price than such fixed conversion price (subject to certain exceptions).
On September 12, 2022, we issued 375,000 shares
of series X senior convertible preferred stock for $1,500,000.
On September 7, 2022, we issued 818,750 shares
of series J preferred stock in connection with the acquisition of Nova.
On July 29, 2022, we issued an aggregate of 7,893
shares of common stock as part of the settlement with Red Rock.
On June 28, 2022, we issued 889 shares of common
stock to Red Rock as part of the settlement.
In the second quarter of 2022, we issued 37,500
shares of series B preferred stock in exchange for the cancellation of 37,500 shares of series D preferred stock and 37,500 shares of
series B preferred stock in exchange for the cancellation of 37,500 shares of series H preferred stock.
On July 22, 2021, we issued 61,000 shares of series
B preferred stock in exchange for accrued salaries of $244,000.
On May 31, 2021, we issued 894,834 shares of series
J preferred stock for $3,579,334.
On May 31, 2021, we issued 868,056 shares of series
N preferred stock for $3,000,000.
On May 31, 2021, we issued a five-year warrant
to SILAC Insurance Company for the purchase of 3,087 shares of common stock at an exercise price of $ $1,125.
May 25, 2021, we issued 17 shares of common stock
for services.
No underwriters were involved in these issuances.
We believe that each of the above issuances was exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities
Act regarding transactions not involving a public offering.
Item 16. Exhibits.
(a) Exhibits.
Exhibit No. |
|
Description |
1.1* |
|
Form of Underwriting Agreement |
3.1 |
|
Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023) |
3.2 |
|
Certificate of Designation of Series A Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023) |
3.3 |
|
Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023) |
3.4 |
|
Certificate of Correction of Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K filed on March 27, 2024) |
3.5 |
|
Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023) |
3.6 |
|
Certificate of Correction of Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.6 to Annual Report on Form 10-K filed on March 27, 2024) |
3.7 |
|
Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.5 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023) |
3.8 |
|
Certificate of Correction of Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.8 to Annual Report on Form 10-K filed on March 27, 2024) |
3.9 |
|
Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.6 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023) |
3.10 |
|
Certificate of Correction of Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.10 to Annual Report on Form 10-K filed on March 27, 2024) |
3.11 |
|
Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.7 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023) |
3.12 |
|
Certificate of Correction of Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.12 to Annual Report on Form 10-K filed on March 27, 2024) |
3.13 |
|
Certificate of Designation of Series J Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.8 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023) |
3.14 |
|
Certificate of Correction of Certificate of Designation of Series J Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.14 to Annual Report on Form 10-K filed on March 27, 2024) |
3.15 |
|
Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.9 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023) |
3.16 |
|
Certificate of Correction of Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.16 to Annual Report on Form 10-K filed on March 27, 2024) |
3.17 |
|
Certificate of Designation of Series N Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed on June 6, 2023) |
3.18 |
|
Amended and Restated Certificate of Designation of Series R Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.18 to Annual Report on Form 10-K filed on March 27, 2024) |
3.19 |
|
Certificate of Designation of Series X Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.12 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023) |
3.20 |
|
Amended and Restated Bylaws of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed on June 6, 2023) |
4.1* |
|
Form of Representatives’ Warrant (included in Exhibit 1.1) |
4.2 |
|
Common Stock Purchase Warrant issued by Cardiff Lexington Corporation to SILAC Insurance Company on May 21, 2021 (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed on June 6, 2023) |
5.1* |
|
Opinion of Sherman & Howard L.L.C. as to the legality of the shares |
10.1 |
|
Management Agreement, dated June 4, 2021, among by Cardiff Lexington Corporation, Nova Ortho and Spine, LLC and Dr. Marc D Brodsky, Michael Wycoki, Jr., PA and Dr. Kevin Fitzgerald (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 7, 2021) |
10.2 |
|
Revolving Purchase and Security Agreement, dated September 29, 2023, among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC, Platinum Tax Defenders, Edge View Properties, Inc. and DML HC Series, LLC Series 308 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 14, 2023) |
10.3 |
|
Guaranty and Security Agreement, dated September 29, 2023, among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC and DML HC Series, LLC Series 308 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on November 14, 2023) |
10.4 |
|
Securities Exchange and Purchase Agreement, dated September 22, 2022, among Cardiff Lexington Corporation, We Three, LLC, d/b/a Affordable Housing Initiative, Edge View Properties, Inc., Platinum Tax Defenders, Nova Ortho and Spine, LLC and Leonite Capital LLC (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.5 |
|
Consolidated Senior Secured Convertible Promissory Note issued by Cardiff Lexington Corporation to Leonite Capital LLC on September 22, 2022, as amended (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.6 |
|
Pledge and Security Agreement, dated September 22, 2022, among Cardiff Lexington Corporation, We Three, LLC, d/b/a Affordable Housing Initiative, Edge View Properties, Inc., Platinum Tax Defenders, Nova Ortho and Spine, LLC and Leonite Fund I, LP (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.7 |
|
Securities Purchase Agreement, dated June 1, 2021, between Cardiff Lexington Corporation and SILAC Insurance Company (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.8 |
|
Guaranty, dated June 1, 2021, by Nova Ortho and Spine, LLC in favor of SILAC Insurance Company (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.9 |
|
Security Agreement, dated June 1, 2021, between Nova Ortho and Spine, LLC and SILAC Insurance Company (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.10 |
|
Security and Stock Pledge Agreement, dated June 1, 2021, between Cardiff Lexington Corporation and SILAC Insurance Company (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.11 |
|
Securities Purchase Agreement, dated September 3, 2020, between Cardiff Lexington Corporation and GHS Investments, LLC (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.12 |
|
Senior Secured Convertible Promissory Note issued by Cardiff Lexington Corporation to GHS Investments, LLC on September 3, 2020 (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.13 |
|
Security and Pledge Agreement, dated September 3, 2020, between Cardiff Lexington Corporation and GHS Investments, LLC (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.14 |
|
8% Convertible Secured Redeemable Note issued by Cardiff Lexington Corporation to GHS Investments, LLC on November 8, 2019 (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed on July 19, 2023) |
10.15 |
|
Convertible Promissory Note issued by Cardiff Lexington Corporation to Greentree Financial Group, Inc. on January 24, 2017 (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.16 |
|
Convertible Promissory Note issued by Cardiff Lexington Corporation to Greentree Financial Group, Inc. on September 12, 2016 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed on June 6, 2023) |
10.17† |
|
Employment Agreement, dated July 15, 2020, between the Cardiff Lexington Corporation and Alex Cunningham (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on March 31, 2021) |
10.18† |
|
Employment Agreement, dated July 15, 2020, between Cardiff Lexington Corporation and Daniel Thompson (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed on March 31, 2021) |
10.19† |
|
Employment Agreement, dated January 2, 2024, between the Cardiff Lexington Corporation and Matthew T. Shafer (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed on March 27, 2024) |
10.20† |
|
Employment Agreement, dated January 2, 2024, between the Cardiff Lexington Corporation and Zia Choe (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed on March 27, 2024) |
10.21 |
|
Form of Independent Director Agreement between Cardiff Lexington Corporation independent directors |
10.22 |
|
Form of Indemnification Agreement between Cardiff Lexington Corporation directors and officers |
10.23† |
|
2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on February 6, 2024) |
10.24† |
|
Form of Stock Option Agreement relating to 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K filed on March 27, 2024) |
10.25† |
|
Form of Restricted Stock Award Agreement relating to 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed on March 27, 2024) |
10.26† |
|
Form of Restricted Stock Unit Award Agreement relating to 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K filed on March 27, 2024) |
14.1 |
|
Code of Business Ethics and Conduct (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed on June 6, 2023) |
21.1 |
|
List of Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed on March 27, 2024) |
23.1 |
|
Consent of Grassi & Co., CPAs, P.C. |
23.2* |
|
Consent of Sherman & Howard L.L.C. (included in Exhibit 5.1) |
24.1 |
|
Power of Attorney (included on the signature page of this registration statement) |
99.1 |
|
Consent of Gillard B. Johnson, III (director nominee) (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed on July 19, 2023) |
99.2 |
|
Consent of Cathy Pennington (director nominee) (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed on July 19, 2023) |
99.3 |
|
Consent of L. Jack Staley (director nominee) (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed on July 19, 2023) |
101.INS |
|
XBRL Instance Document |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
107 |
|
Exhibit Filing Fees (incorporated by reference to Exhibit 107 to Amendment No. 1 to Registration Statement on Form S-1/A filed on August 8, 2023) |
__________
* | To be filed by amendment |
† | Executive
compensation plan or arrangement. |
(b) Financial Statement Schedules.
All financial statement schedules are omitted
because the information called for is not required or is shown either in the financial statements or in the notes thereto.
Item 17. Undertakings
The undersigned registrant hereby undertakes to
provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
| (1) | For purposes of determining any liability under the Securities Act, the information omitted from the form
of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective. |
| (2) | For purposes of determining any liability under the Securities Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on April 5, 2024.
|
CARDIFF LEXINGTON CORPORATION |
|
|
|
By: |
/s/ Alex Cunningham |
|
|
Alex Cunningham
Chief Executive Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Alex Cunningham and Daniel Thompson, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration
statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that each of said attorneys in fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
TITLE |
DATE |
|
|
|
/s/ Alex Cunningham |
|
Chief Executive Officer and Director (principal executive
officer) |
April 5, 2024 |
Alex Cunningham |
|
|
|
|
|
/s/ Matthew Shafer |
|
Chief Financial Officer (principal financial officer) |
April 5, 2024 |
Matthew Shafer |
|
|
|
|
|
/s/ Zia Choe |
|
Chief Accounting Officer (principal accounting officer) |
April 5, 2024 |
Zia Choe |
|
|
|
|
|
/s/ Daniel Thompson |
|
Chairman of the Board |
April 5, 2024 |
Daniel Thompson |
|
|
|
|
|
/s/ Gillard B. Johnson, III |
|
Director |
April 5, 2024 |
Gillard B. Johnson, III |
|
|
|
|
|
/s/ Cathy Pennington |
|
Director |
April 5, 2024 |
Cathy Pennington |
|
|
|
|
|
/s/ L. Jack Staley |
|
Director |
April 5, 2024 |
L. Jack Staley |
|
|
|
|
|
Exhibit 10.21
INDEPENDENT DIRECTOR AGREEMENT
INDEPENDENT DIRECTOR AGREEMENT
(this “Agreement”) dated February 1st, 2024, by and between Cardiff Lexington Corporation, a Nevada corporation
(the “Company”), and the undersigned (the “Director”).
RECITALS
A.
The Company’s board of directors (the “Board”) consists currently of two (2) members and the Board intends
to expand the size of the Board and appoint three (3) additional independent directors in connection with its proposed uplisting to a
national securities exchange.
B.
The Company desires to appoint the Director to serve on the Board, which will include membership on one or more committees of the
Board, and the Director desires to accept such appointment to serve on the Board.
AGREEMENT
NOW THEREFORE, in consideration
of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the Company and the Director hereby agree as follows:
1.
Duties. From and after the April 1, 2024 (the “Effective Time”),
the Company requires that the Director be available to perform the duties of an independent director customarily related to this function
as may be determined and assigned by the Board and as may be required by the Company’s constituent instruments, including its articles
of incorporation and bylaws, as amended, and its corporate governance and board committee charters, each as amended or modified from time
to time, and by applicable law, including the Nevada Revised Statutes. The Director agrees to devote as much time as is necessary to perform
completely the duties as a Director of the Company, including duties as a member of one or more committees of the Board, to which the
Director may hereafter be appointed. The Director will perform such duties described herein in accordance with the general fiduciary duty
of directors.
2 .Term.
The term of this Agreement shall commence as of the Effective Time, which shall be the date of the Director’s appointment by the
board of directors of the Company and shall continue until the Director’s removal or resignation. In addition to a termination of
this Agreement pursuant to Section 8, the Company shall have the right to terminate this Agreement upon written notice to the Director
at any time without liability prior to the Effective Time.
3.Compensation.
(a)Meeting
Fee. - Subject to Section 3 and during the term of this Agreement, the Company shall pay the Director, if the Company does not
otherwise compensate the Director as an officer or employee, a non-refundable attendance fee of $2,500.00 per Board meeting attended in
person or a non-refundable attendance fee of $1,000.00 per virtual Board meeting without in person attendance. This cash fee may
be revised by action of the Board from time to time. Such revision shall be effective as of the date specified in the resolution
for payments not yet earned and need not be documented by an amendment to this Agreement to be effective. In addition, if the non-employee
Director serves as the chairperson of any standing committee of the Board, he or she may be entitled to additional cash compensation as
decided by the Board (or the compensation committee thereof) in its sole discretion.
(b)Annual
Fee. Following the Effective Time and the commencement of the term of this Agreement, in addition to the meeting fee described
above in Section 3(a), the Company shall pay the Director a cash fee of $20,000.00 for services rendered during the first year of the
Term and a cash fee of $40,000.00 for services rendered for every year thereafter. The annual cash fee shall be paid to the Director in
four equal installments no later than the fifth business day of each calendar quarter commencing in the first quarter following the Effective
Time. The Director shall be responsible for his or her own individual income tax payment on the Annual Fee in jurisdictions where the
Director resides.
(c)Equity
Compensation.
(i)Onboarding
Award. Promptly following the date hereof, the Company shall grant to the Director a 10,000 shares of Common Stock, par value $0.0001
per share, (the “Common Stock”). This equity award shall vest in two (2) equal quarterly installments commencing on
the date hereof, subject to the Director continuing in service on the Board through each such vesting date.
(ii)Retainer Award.Following
the Effective Time and the commencement of the term of this Agreement, the Company shall grant to the Director 5,000 shares of restricted
stock under the Company’s 2024 Equity Incentive Plan for the initial year of the term. Following the initial year of the term of
this Agreement, the Company shall grant to the Director 5,000 shares of restricted stock under the Company’s 2024 Equity Incentive
Plan for each subsequent year of the term of this Agreement. These retainer awards shall vest in four (4) equal quarterly installments
commencing in the quarter following the date of the Director’s appointment and for future grants the quarter starting after the
commencement of each new year of the term, subject to the Director continuing in service on the Board through each such vesting date.
Exhibit A to this Agreement
contains a forecast example of compensation to the Director under this Agreement.
4.Independence.
The Director acknowledges that his appointment hereunder is contingent upon the Board’s determination that he is “independent”
with respect to the Company, in accordance with the listing requirements of the Nasdaq and NYSE American stock exchanges, and that his
appointment may be terminated by the Company in the event that the Director does not maintain such independence standard.
5. Expenses.
To the extent services require out-of-town travel, such additional travel time may be charged to the Company at the rate of up to $1,000
per trip or pro-rated portion thereof. This rate may be revised by action of the Board from time to time for payments not yet earned.
Such revision shall be effective as of the date specified in the resolution and need not be documented by an amendment to this Agreement
to be effective. The Company shall reimburse the Director for pre-approved reasonable business-related expenses incurred in good faith
in connection with the performance of the Director’s duties for the Company. Such reimbursement shall be made by the Company upon
submission by the Director of a signed statement itemizing the expenses incurred, which shall be accompanied by sufficient documentation
to support the expenditures.
6.Other
Agreements.
(a)
Confidential Information and Insider Trading. The Company and the Director each acknowledge that, in order for the intentions
and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information
concerning the Company and its affairs, including, but not limited to, business methods, information systems, financial data and strategic
plans which are unique assets of the Company (as further defined below, the “Confidential Information”) and that the
communication of such Confidential Information to third parties could irreparably injure the Company and its business. Accordingly, the
Director agrees that, during his association with the Company and thereafter, he will treat and safeguard as confidential and secret all
Confidential Information received by him at any time and that, without the prior written consent of the Company, he will not disclose
or reveal any of the Confidential Information to any third party whatsoever or use the same in any manner except in connection with the
business of the Company and in any event in no way harmful to or competitive with the Company or its business. For purposes of this Agreement,
“Confidential Information” includes any information not generally known to the public or recognized as confidential
according to standard industry practice, any trade secrets, know-how, development, manufacturing, marketing and distribution plans and
information, inventions, formulas, methods or processes, whether or not patented or patentable, pricing policies and records of the Company
(and such other information normally understood to be confidential or otherwise designated as such in writing by the Company), all of
which the Director expressly acknowledges and agrees shall be confidential and proprietary information belonging to the Company. Upon
termination of his association with the Company, the Director shall return to the Company all documents and papers relating to the Company,
including any Confidential Information, together with any copies thereof, or certify that he or she has destroyed all such documents and
papers. Furthermore, the Director recognizes that the Company has received and, in the future, will receive confidential or proprietary
information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and,
in some cases, to use it only for certain limited purposes. The Director agrees that the Director owes the Company and such third parties,
both during the term of the Director’s association with the Company and thereafter, a duty to hold all such confidential or proprietary
information in the strictest confidence and not to, except as is consistent with the Company’s agreement with the third party, disclose
it to any person or entity or use it for the benefit of anyone other than the Company or such third party, unless expressly authorized
to act otherwise by an officer of the Company. In addition, the Director acknowledges and agrees that the Director may have access to
“material non-public information” for purposes of the federal securities laws (“Insider Information”) and
that the Director will abide by all securities laws relating to the handling of and acting upon such Insider Information.
(b)
Disparaging Statements. At all times during and after the period in which the Director is a member of the Board and at all
times thereafter, the Director shall not either verbally, in writing, electronically or otherwise: (i) make any derogatory or disparaging
statements about the Company, any of its affiliates, any of their respective officers, directors, shareholders, employees and agents,
or any of the Company’s current or past customers or employees, or (ii) make any public statement or perform or do any other act
prejudicial or injurious to the reputation or goodwill of the Company or any of its affiliates or otherwise interfere with the business
of the Company or any of its affiliates; provided, however, that nothing in this paragraph shall preclude the Director from complying
with all obligations imposed by law or legal compulsion, and provided, further, however, that nothing in this paragraph shall be deemed
applicable to any testimony given by the Director in any legal or administrative proceedings.
(c)
Work Product. Director agrees that any and all Work Product (as defined below) shall be the Company’s sole and exclusive
property. Director hereby irrevocably assigns to the Company all right, title and interest worldwide in and to any deliverables resulting
from the Director’s services as a director to the Company (“Deliverables”), and to any ideas, concepts, processes,
discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable
works, and any other work product created, conceived or developed by you (whether alone or jointly with others) for the Company during
or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights
therein (the “Work Product”). Director retains no rights to use the Work Product and agrees not to challenge the validity
of our ownership of the Work Product. Director agrees to execute, at Company’s request and expense, all documents, and other instruments
necessary or desirable to confirm such assignment. In the event that Director does not, for any reason, execute such documents within
a reasonable time after the Company’s request, Director hereby irrevocably appoint the Company as Director’s attorney-in-fact
for the purpose of executing such documents on your behalf, which appointment is coupled with an interest. Director will deliver to the
Company any Deliverables and disclose promptly in writing to us all other Work Product.
(d)
Enforcement. The Director acknowledges and agrees that the covenants contained herein are reasonable, that valid consideration
has been and will be received and that the agreements set forth herein are the result of arms-length negotiations between the parties
hereto. The Director recognizes that the provisions of this Section 6 are vitally important to the continuing welfare of the Company and
its affiliates, and that any violation of this Section 6 could result in irreparable harm to the Company and its affiliates for which
money damages would constitute a totally inadequate remedy. Accordingly, in the event of any such violation by the Director, the Company
and its affiliates, in addition to any other remedies they may have, shall have the right to institute and maintain a proceeding to compel
specific performance thereof or to obtain an injunction or other equitable relief restraining any action by the Director in violation
of this Section 6 without posting any bond therefore or demonstrating actual damages, and the Director will not claim as a defense thereto
that the Company has an adequate remedy at law or require the posting of a bond. If any of the restrictions or activities contained in
this Section 6 shall for any reason be held by an arbitrator to be excessively broad as to duration, geographical scope, activity or subject,
such restrictions shall be construed so as thereafter to be limited or reduced to be enforceable to the extent compatible with the applicable
law; it being understood that by the execution of this Agreement the parties hereto regard such restrictions as reasonable and compatible
with their respective rights. The Director acknowledges that injunctive relief may be granted immediately upon the commencement of any
such action without notice to the Director and in addition Company may recover monetary damages.
(e)
Separate Agreement. The parties hereto further agree that the provisions of Section 6 are separate from and independent
of the remainder of this Agreement and that Section 6 is specifically enforceable by the Company notwithstanding any claim made by the
Director against the Company. The terms of this Section 6 shall survive termination of this Agreement.
7.Market
Stand-Off Agreement. In the event of a public or private offering of the Company’s securities, including in connection
with the IPO, and upon request of the Company, the underwriters or placement agents placing the offering of the Company’s securities,
the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities
of the Company that the Director may own, other than those included in the registration, without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time from the effective date of such registration as may be requested by
the Company or such placement agent or underwriter.
8.Termination.
With or without cause, the Company and the Director may each terminate this Agreement at any time upon ten (10) days written notice, and
the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained
herein or omitted herefrom shall prevent the stockholder(s) of the Company from removing the Director with immediate effect at any time
for any reason. For the avoidance of doubt, if the Company terminates this Agreement prior to the closing of the IPO in accordance with
Section 2 hereof, then the Company shall not have any liability whatsoever to the Director.
9.Indemnification.
The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of Nevada, and
as provided by, or granted pursuant to, any charter provision, bylaw provision, agreement (including, without limitation, the Indemnification
Agreement executed herewith), vote of stockholders or disinterested directors or otherwise, both as to action in the Director’s
official capacity and as to action in another capacity while holding such office. The Company and the Director are executing an indemnification
agreement in the form attached hereto as Exhibit A.
10.Effect
of Waiver. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed
as a waiver of any subsequent breach thereof.
11.Notice.
Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto
or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange
Commission.
12.Governing
Law; Arbitration. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be
determined by, the laws of the State of Nevada without reference to that state’s conflicts of laws principles. Any disputes or claims
arising under or in connection with this Agreement or the transactions contemplated hereunder shall be resolved by binding arbitration.
Notice of a demand to arbitrate a dispute by any party hereto shall be given in writing to the other parties hereto at their last known
addresses. Arbitration shall be commenced by the filing by such a party of an arbitration demand with the American Arbitration Association
(“AAA”). The arbitration and resolution of the dispute shall be resolved by a single arbitrator appointed by the AAA pursuant
to AAA rules. The arbitration shall in all respects be governed and conducted by applicable AAA rules, and any award and/or decision shall
be conclusive and binding on the parties. The arbitration shall be conducted in Dallas, Texas. The arbitrator shall supply a written opinion
supporting any award, and judgment may be entered on the award in any court of competent jurisdiction. Each party hereto shall pay its
own fees and expenses for the arbitration, except that any costs and charges imposed by the AAA and any fees of the arbitrator for his
services shall be assessed against the losing party by the arbitrator. In the event that preliminary or permanent injunctive relief is
necessary or desirable in order to prevent a party from acting contrary to this Agreement or to prevent irreparable harm prior to a confirmation
of an arbitration award, then any party hereto is authorized and entitled to commence a lawsuit solely to obtain equitable relief against
the other such parties pending the completion of the arbitration in a court having jurisdiction over those parties.
13.Assignment.
The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall
inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under
this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written
consent of the Company.
14.Miscellaneous.
If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity
or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the
invalid or illegal provision had not been contained herein. The article headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.
Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes. Except as provided elsewhere herein, this Agreement sets
forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations, or warranties, whether oral or written, by any officer, employee, or representative of
any party to this Agreement with respect to such subject matter.
[Signature Page Follows]
IN WITNESS WHEREOF,
the parties hereto have caused this Independent Director Agreement to be duly executed and signed as of the day and year first above written.
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CARDIFF LEXINGTON CORPORATION |
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By:_____________________________________________ |
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DIRECTOR: |
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Exhibit 10.22
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT
(this “Agreement”) is entered into as of _______________ by and between Cardiff Lexington Corp., a Nevada corporation
(the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”),
as applicable.
BACKGROUND
The Board of Directors of
the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons
to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary
for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services
to the corporation.
AGREEMENT
In consideration of the premises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
A. DEFINITIONS
1.
Definitions. The following terms shall have the meanings defined below:
Expenses shall
include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and
costs of attachment or similar bond, investigations, and any other expenses paid or incurred in connection with investigating, defending,
being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.
Indemnifiable Event
means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee
is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any such capacity, including,
but not limited to, neglect, breach of duty, error, misstatement, misleading statement or omission.
Participant
means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.
Proceeding
means any threatened, pending, or completed action, suit, arbitration or proceeding, or any inquiry, hearing or investigation, whether
civil, criminal, administrative, investigative or other, including appeal, in which Indemnitee may be or may have been involved as a party
or otherwise by reason of an Indemnifiable Event.
B.AGREEMENT
TO INDEMNIFY
1.
General Agreement to Indemnify. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made
a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs
or becomes obligated to incur in connection with such Proceeding, whether or not such Proceeding proceeds to judgment or is settled or
is otherwise brought to a final disposition, to the fullest extent permitted by applicable law.
2.
Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses incurred in connection with such Proceeding or such claim, issue or matter,
whether or not such Proceeding proceeds to judgment or is settled or is otherwise brought to a final disposition, as the case may be,
offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.
3.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such
Expenses to which Indemnitee is entitled.
4.
Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification
under this Agreement:
(a)
to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;
(b)
to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;
(c)
subject to Section C.2(a), in connection with a judicial action by or in the right of the Company, in respect of any claim, issue
or matter as to which the Indemnitee shall have been adjudicated by a court of competent jurisdiction, in a decision from which there
is no further right of appeal, to be liable for gross negligence or knowing or willful misconduct in the performance of his/her duty to
the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity
for such Expenses as such court shall deem proper;
(d)
in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other
party, and not by way of defense, unless (i) the Company has joined in or the Board of Directors has consented to the initiation of such
Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;
(e)
brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Company shall
indemnify Indemnitee under this Agreement as to any claims upon which suit may be brought against him/her by reason of any alleged dishonesty
on his/her part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he/she committed (i)
acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause
of action so adjudicated;
(f)
for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;
(g)
arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company
or any of its subsidiaries, or
(h)
arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for
attending meetings, or gain on disposition of shares, options or restricted shares of the Company.
5.
No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with
the Company.
6.
Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee for any
reason other than those set forth in Section B.4, then the Company shall contribute to the amount of Expenses paid in settlement actually
and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received
by the Company on the one hand and by the Indemnitee on the other hand from the transaction or events from which such Proceeding arose,
and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which
resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and
of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement
amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section B.6 were determined by pro
rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.
C.INDEMNIFICATION
PROCESS
1.
Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his/her right to be indemnified under
this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification
will or could be sought under this Agreement, provided that the delay of Indemnitee to give notice hereunder shall not prejudice any of
Indemnitee’s rights hereunder, unless such delay results in the Company’s forfeiture of substantive rights or defenses. Notice
to the Company shall be given in accordance with Section F.7 below. If, at the time of receipt of such notice, the Company has directors’
and officers’ liability insurance policies in effect, the Company shall give prompt notice to its insurers of the Proceeding relating
to the notice. The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee,
all Expenses payable as a result of such Proceeding. In addition, Indemnitee shall give the Company such cooperation as the Company may
reasonably request and the Company shall give the Indemnitee such cooperation as the Indemnitee may reasonably request, including providing
any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee
or the Company, as the case may be.
2.
Indemnification Payment.
(a)
Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting that
the Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by Indemnitee in connection with a Proceeding.
The Company shall, within ten (10) business days of receiving such a written request by Indemnitee, advance all requested Expenses to
Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.
(b)
Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company,
Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon
as practicable and, in any event, within thirty (30) days after Indemnitee makes a written request to the Company for reimbursement unless
the Company refers the indemnification request to the Reviewing Party in compliance with Section C.2(c) below.
(c)
Determination by the Reviewing Party. If the Company reasonably believes that it is not obligated under this Agreement to
indemnify the Indemnitee, the Company shall, within ten (10) days after the Indemnitee’s written request for an advancement or reimbursement
of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the
Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within thirty (30) days after
the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary,
in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding
under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced
or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit
to enforce his/her indemnification right in accordance with Section C.3 below.
3.
Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification
within thirty (30) days after making a written demand in accordance with Section C.2 above or fifty (50) days if the Company submits a
request for advancement or reimbursement to the Reviewing Party under Section C.2(c), Indemnitee shall have the right to enforce its indemnification
rights under this Agreement by commencing litigation in any court of competent jurisdiction seeking a determination by the court or challenging
any determination by the Reviewing Party or with respect to any breach in any aspect of this Agreement. Any determination by the Reviewing
Party not challenged by Indemnitee and any judgment entered by the court shall be binding on the Company and Indemnitee.
4.
Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any
Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee,
upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been previously
authorized by the Company, (ii) Indemnitee shall have reasonably concluded, based on written advice of counsel, that there may be a conflict
of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense, or (iii) the
Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events the
fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right
to employ counsel in any Proceeding at Indemnitee’s expense.
5.
Burden of Proof and Presumptions. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled
to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary
determination.
6.
No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose
any damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee
shall unreasonably withhold its consent to any proposed settlement.
7.
Company Participation. Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement
with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in
the defense, conduct and/or settlement of such action.
8.
Reviewing Party.
(a)
For purposes of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee that is referred
by the Company pursuant to Section C.2(c) above shall be (A) the Board of Directors by a majority vote of a quorum consisting of Disinterested
Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable
or, even if obtainable, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors,
a copy of which shall be delivered to Indemnitee. If the Reviewing Party determines that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the
Board of Directors shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement
to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee
in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect
of which indemnification is sought by Indemnitee.
(b)
If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected
as provided in this Section C.8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such
selection be made by the Board of Directors, in which event the proceeding sentence shall apply), and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the
case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on
the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined
in Section C.8(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated,
the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification, no Independent
Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction
for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall
designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel.
The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection
with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section
C.8(b), regardless of the manner in which such Independent Counsel was selected or appointed.
(c)
In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this
Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein,
by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed
to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that
his/her conduct was unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith
if Indemnitee’s action is based on the records or books of account of the Company and any other corporation, partnership, joint
venture or other entity of which Indemnitee is or was serving at the written request of the Company as a director, officer, employee,
agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers and directors of the Company
or such other corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of legal counsel
for the Company or such other corporation, partnership, joint venture or other entity or on information or records given or reports made
to the Company or such other corporation, partnership, joint venture or other entity by an independent certified public accountant or
by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership, joint venture or
other entity. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company
or such other corporation, partnership, joint venture or other entity shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement. The provisions of this Section C.8(c) shall not be deemed to be exclusive or to limit in
any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this
Agreement.
(d)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action
to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel
referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.
D. DIRECTOR
AND OFFICER LIABILITY INSURANCE
1.
Good Faith Determination. The Company shall from time to time make the good faith determination whether or not it is practicable
for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and
directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s
performance of its indemnification obligations under this Agreement.
2.
Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors’ and
officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to
the maximum extent of the coverage available for any of the Company’s directors or officers.
3.
No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and
officer insurance policy if the Company determines in good faith that such insurance is not reasonably available in the case that (i)
premium costs for such insurance are disproportionate to the amount of coverage provided, or (ii) the coverage provided by such insurance
is limited by exclusions so as to provide an insufficient benefit.
E.NON-EXCLUSIVITY;
FEDERAL PREEMPTION; TERM
1.
Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee
may be entitled under the Company’s memorandum and articles of association, as may be amended from time to time, applicable law
or any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided
under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity
even though he/she may have ceased to serve in any such capacity at the time of any Proceeding. To the extent that a change in the laws
of the State of Nevada permits greater indemnification by agreement than would be afforded under the Articles of Incorporation or this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such
change.
2.
Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances,
U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under
this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s (the
“SEC”) prohibition on indemnification for liabilities arising under certain Federal securities laws. Indemnitee understands
and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of
indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify
Indemnitee.
3.
Company Indemnitor of First Resort. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification,
advancement of expenses and/or insurance provided by one or more of his or her employers and certain of their Affiliates (collectively,
the “Employer Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations
to Indemnitee is primary and any obligation of the Employer Indemnitors to advance expenses or to provide indemnification for the same
expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred
by Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or
on behalf of any Indemnitee to the extent legally permitted and as required by this Agreement (or any agreement between the Company and
such Indemnitee), without regard to any rights such Indemnitee may have against the Employer Indemnitors and (iii) it irrevocably waives,
relinquishes and releases the Employer Indemnitors from any and all claims against the Employer Indemnitors for contribution, subrogation
or any other recovery of any kind in respect thereof.
4.
Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee
shall be subject to any Proceeding by reason of his/her former or current capacity at the Company or any other enterprise at the Company’s
request, whether or not he/she is acting or serving in any such capacity at the time any Expense is incurred for which indemnification
can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an
officer and/or a director of the Company or any other enterprise at the Company’s request.
F. MISCELLANEOUS
1.
Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed
in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions
(whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no
failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.
2.
Subrogation. In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything
that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit to
enforce such rights.
3.
Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either
party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such
rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding
the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and
the Company’s successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or
substantially all of the business and/or assets of the Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal
and legal representatives.
4.
Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company
to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations
under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a
court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to
the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective
counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity
shall be construed in favor of or against either of the parties hereto.
5.
Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.
6.
Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of Nevada, without giving effect to conflicts
of law provisions thereof.
7.
Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing
and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed via postage prepaid, certified or registered
mail, return receipt requested, and addressed to the Company at:
Cardiff Lexington Corp.
3753 HOWARD HUGHES PARKWAY
SUITE 200
LAS VEGAS, NV, 89169
Attention: Chief Executive Officer
and to Indemnitee at his/her address
last known to the Company.
8.
Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings,
both written and oral, between the parties with respect to the subject matter hereof.
[Signature Page Follows]
IN WITNESS WHEREOF,
the parties hereto execute this Agreement as of the date first written above.
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the inclusion in this Registration
Statement on Form S-1 of our report dated March 27, 2024, with respect to the consolidated financial statements of Cardiff Lexington Corporation
and Subsidiaries (the “Company”) as of and for the years ended December 31, 2023 and 2022. Our report contains an explanatory
paragraph with respect to the Company’s ability to continue as a going concern and an emphasis of a matter paragraph with respect
to a restatement of the 2022 financial statements.
/s/ Grassi & Co., CPAs, P.C.
Jericho, New York
April 5, 2024
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v3.24.1
CONSOLIDATED BALANCE SHEETS - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Current assets |
|
|
Cash |
$ 866,943
|
$ 219,085
|
Accounts receivable-net |
13,305,254
|
6,603,920
|
Prepaid and other current assets |
5,000
|
5,000
|
Total current assets |
14,177,197
|
6,828,005
|
Property and equipment, net |
34,661
|
55,439
|
Land |
540,000
|
540,000
|
Goodwill |
5,666,608
|
5,666,608
|
Right of use - assets |
289,062
|
218,926
|
Due from related party |
4,979
|
4,979
|
Other assets |
33,304
|
30,823
|
Total assets |
20,745,811
|
13,344,780
|
Current liabilities |
|
|
Accounts payable and accrued expense |
2,047,131
|
1,915,920
|
Accrued expenses - related parties |
4,733,057
|
3,750,557
|
Accrued interest |
620,963
|
350,267
|
Right of use - liabilities |
157,669
|
142,307
|
Due to director and officer |
120,997
|
123,192
|
Notes payable |
2,136,077
|
15,809
|
Convertible notes payable, net of debt discounts of $24,820 and $46,797, respectively |
3,807,030
|
3,515,752
|
Net liabilities of discontinued operations |
237,643
|
151,123
|
Total current liabilities |
13,860,567
|
9,964,927
|
Other liabilities |
|
|
Notes payable |
144,666
|
139,789
|
Operating lease liability – long term |
119,056
|
84,871
|
Total liabilities |
14,124,289
|
10,189,587
|
Mezzanine equity |
|
|
Total Mezzanine Equity |
5,890,104
|
4,899,984
|
Stockholders' equity (deficit) |
|
|
Common Stock; 7,500,000,000 shares authorized, $0.001 par value; 24,065 and 10,997 shares issued and outstanding at December 31, 2023 and 2022, respectively |
1,804,799
|
824,793
|
Additional paid-in capital |
(9,365,982)
|
(8,581,265)
|
Accumulated deficit |
(68,684,115)
|
(70,932,435)
|
Total stockholders' equity (deficit) |
731,418
|
(1,744,791)
|
Total liabilities, mezzanine equity and stockholders' equity |
20,745,811
|
13,344,780
|
Series N Senior Convertible Preferred Stock [Member] |
|
|
Mezzanine equity |
|
|
Preferred Stock Value |
3,891,439
|
3,125,002
|
Series R Senior Convertible Preferred Stock [Member] |
|
|
Mezzanine equity |
|
|
Preferred Stock Value |
307,980
|
274,982
|
Series X Senior Convertible Preferred Stock [Member] |
|
|
Mezzanine equity |
|
|
Preferred Stock Value |
1,690,685
|
1,500,000
|
Series B Preferred Stock [Member] |
|
|
Stockholders' equity (deficit) |
|
|
Preferred Stock Value |
8,537,912
|
8,525,312
|
Series C Preferred Stock [Member] |
|
|
Stockholders' equity (deficit) |
|
|
Preferred Stock Value |
488
|
488
|
Series E Preferred Stock [Member] |
|
|
Stockholders' equity (deficit) |
|
|
Preferred Stock Value |
623,000
|
603,000
|
Series F-1 Preferred Stock [Member] |
|
|
Stockholders' equity (deficit) |
|
|
Preferred Stock Value |
143,008
|
143,008
|
Series I Preferred Stock [Member] |
|
|
Stockholders' equity (deficit) |
|
|
Preferred Stock Value |
59,540,000
|
59,540,000
|
Series J Preferred Stock [Member] |
|
|
Stockholders' equity (deficit) |
|
|
Preferred Stock Value |
6,854,336
|
6,854,336
|
Series L Preferred Stock [Member] |
|
|
Stockholders' equity (deficit) |
|
|
Preferred Stock Value |
$ 1,277,972
|
$ 1,277,972
|
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v3.24.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Convertible notes payable, debt discount |
$ 24,820
|
$ 46,797
|
Common stock, shares authorized |
7,500,000,000
|
7,500,000,000
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares issued |
24,065
|
10,997
|
Common stock, shares outstanding |
24,065
|
10,997
|
Series N Senior Convertible Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
3,000,000
|
3,000,000
|
Preferred stock, stated value |
$ 4.00
|
$ 4.00
|
Preferred stock, shares issued |
868,056
|
868,056
|
Preferred stock, shares outstanding |
868,056
|
868,056
|
Series R Senior Convertible Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
5,000
|
5,000
|
Preferred stock, stated value |
$ 1,200
|
$ 1,200
|
Preferred stock, shares issued |
165
|
165
|
Preferred stock, shares outstanding |
165
|
165
|
Series X Senior Convertible Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
5,000,000
|
5,000,000
|
Preferred stock, stated value |
$ 4.00
|
$ 4.00
|
Preferred stock, shares issued |
375,000
|
375,000
|
Preferred stock, shares outstanding |
375,000
|
375,000
|
Series B Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
3,000,000
|
3,000,000
|
Preferred stock, stated value |
$ 4.00
|
$ 4.00
|
Preferred stock, shares issued |
2,139,478
|
2,131,328
|
Preferred stock, shares outstanding |
2,139,478
|
2,131,328
|
Series C Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
500
|
500
|
Preferred stock, stated value |
$ 4.00
|
$ 4.00
|
Preferred stock, shares issued |
123
|
123
|
Preferred stock, shares outstanding |
123
|
123
|
Series E Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, stated value |
$ 4.00
|
$ 4.00
|
Preferred stock, shares issued |
155,750
|
150,750
|
Preferred stock, shares outstanding |
155,750
|
150,750
|
Series F-1 Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
50,000
|
50,000
|
Preferred stock, stated value |
$ 4.00
|
$ 4.00
|
Preferred stock, shares issued |
35,752
|
35,752
|
Preferred stock, shares outstanding |
35,752
|
35,752
|
Series I Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
15,000,000
|
15,000,000
|
Preferred stock, stated value |
$ 4.00
|
$ 4.00
|
Preferred stock, shares issued |
14,885,000
|
14,885,000
|
Preferred stock, shares outstanding |
14,885,000
|
14,885,000
|
Series J Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
2,000,000
|
2,000,000
|
Preferred stock, stated value |
$ 4.00
|
$ 4.00
|
Preferred stock, shares issued |
1,713,584
|
1,713,584
|
Preferred stock, shares outstanding |
1,713,584
|
1,713,584
|
Series L Preferred Stock [Member] |
|
|
Preferred stock, shares authorized |
400,000
|
400,000
|
Preferred stock, stated value |
$ 4.00
|
$ 4.00
|
Preferred stock, shares issued |
319,493
|
319,493
|
Preferred stock, shares outstanding |
319,493
|
319,493
|
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v3.24.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
REVENUE |
|
|
Total revenue |
$ 11,853,266
|
$ 10,693,196
|
COST OF SALES |
|
|
Total cost of sales |
3,560,624
|
4,060,034
|
GROSS PROFIT |
8,292,642
|
6,633,162
|
OPERATING EXPENSES |
|
|
Depreciation expense |
20,777
|
23,132
|
Selling, general and administrative |
3,076,820
|
2,703,141
|
Total operating expenses |
3,097,597
|
2,726,273
|
INCOME FROM CONTINUING OPERATIONS |
5,195,045
|
3,906,889
|
OTHER INCOME (EXPENSE) |
|
|
Other (expense) income |
(49,795)
|
150,250
|
Gain on debt refinance and forgiveness |
115,448
|
1,397,271
|
Penalties and fees |
(53,000)
|
(2,063,916)
|
Interest expense |
(1,956,266)
|
(6,387,309)
|
Amortization of debt discounts |
(136,518)
|
(253,823)
|
Total other expenses |
(2,080,131)
|
(7,157,527)
|
NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS |
3,114,914
|
(3,250,638)
|
LOSS FROM DISCONTINUED OPERATIONS |
0
|
(2,178,883)
|
LOSS FROM DISPOSAL OF DISCONTINUED OPERATIONS |
(86,520)
|
0
|
LOSS FROM DISCONTINUED OPERATIONS |
(86,520)
|
(2,178,883)
|
NET INCOME (LOSS) FOR THE YEAR |
3,028,394
|
(5,429,521)
|
PREFERRED STOCK DIVIDENDS |
(780,074)
|
(384,170)
|
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS |
$ 2,248,320
|
$ (5,813,691)
|
BASIC EARNINGS (LOSS) PER SHARE |
|
|
CONTINUING OPERATIONS |
$ 156
|
$ (999)
|
DISCONTINUED OPERATIONS |
(6)
|
(374)
|
DILUTED EARNINGS (LOSS) PER SHARE |
|
|
CONTINUING OPERATIONS |
232
|
(999)
|
DISCONTINUED OPERATIONS |
$ (6)
|
$ (374)
|
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC |
14,444
|
5,822
|
WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED |
15,001
|
5,822
|
Health Care [Member] |
|
|
REVENUE |
|
|
Total revenue |
$ 11,853,266
|
$ 10,693,196
|
COST OF SALES |
|
|
Total cost of sales |
$ 3,560,624
|
$ 4,060,034
|
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v3.24.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($)
|
Preferred Stock Series A I K [Member] |
Preferred Stock Series B E F 1 J And L [Member] |
Preferred Stock Series C [Member] |
Treasury Stock, Common [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Balance, December 31, 2022 (Restated) at Dec. 31, 2021 |
$ 59,548,201
|
$ 14,383,808
|
$ 488
|
$ (4,967,686)
|
$ 167,421
|
$ (3,479,128)
|
$ (65,166,264)
|
$ 486,840
|
Beginning balance, shares at Dec. 31, 2021 |
23,085,563
|
3,595,952
|
123
|
(619,345)
|
2,215
|
|
|
|
Issuance of series B preferred stock for contribution |
|
$ 100,000
|
|
|
|
(75,000)
|
|
25,000
|
Issuance of Series B preferred stock for contribution, shares |
|
25,000
|
|
|
|
|
|
|
Issuance of series B preferred stock in exchange of series D preferred stock and series H preferred stock |
|
$ 300,000
|
|
|
|
|
|
300,000
|
Issuance of series B preferred stock in exchange of series D preferred stock and series H preferred stock, shares |
|
75,000
|
|
|
|
|
|
|
Cancellation of common stock |
|
|
|
|
35,097
|
(35,097)
|
|
|
Cancellation of series D preferred stock |
|
$ (150,000)
|
|
|
|
|
|
(150,000)
|
Cancellation of series D preferred stock, shares |
|
(37,500)
|
|
|
|
|
|
|
Cancellation of series H preferred stock |
|
$ (150,000)
|
|
|
|
|
|
(150,000)
|
Cancellation of series H preferred stock, shares |
|
(37,500)
|
|
|
|
|
|
|
Cancellation of series K preferred stock |
$ (8,201)
|
|
|
|
|
8,201
|
|
|
Cancellation of series K preferred stock, shares |
(8,200,562)
|
|
|
|
|
|
|
|
Issuance of series B preferred stock for settlement of employment |
|
$ 75,000
|
|
|
|
(56,250)
|
|
18,750
|
Issuance of series B preferred stock for settlement of employment, shares |
|
18,750
|
|
|
|
|
|
|
Issuance of series B preferred stock in exchange for series F |
|
$ 270,000
|
|
|
|
|
|
270,000
|
Issuance of series B preferred stock in exchange for series F, shares |
|
67,500
|
|
|
|
|
|
|
Cancellation of series F preferred stock |
|
$ (700,180)
|
|
|
|
430,180
|
|
(270,000)
|
Cancellation of series F preferred stock, shares |
|
(175,045)
|
|
|
|
|
|
|
Issuance of series J preferred stock |
|
$ 3,275,000
|
|
|
|
|
|
3,275,000
|
Issuance of series J preferred stock, shares |
|
818,750
|
|
|
|
|
|
|
Issuance of common stock for settlement of Red Rock Travel |
|
|
|
|
$ 622,275
|
(406,485)
|
|
215,790
|
Issuance of common stock for settlement of Red Rock Travel, shares |
|
|
|
|
8,782
|
|
|
|
Reclassification for cancelled shares |
|
|
|
$ 4,967,686
|
|
(4,967,686)
|
|
|
Reclassification for cancelled shares, shares |
|
|
|
619,345
|
|
|
|
|
Accrued preferred stock dividends |
|
|
|
|
|
|
(336,650)
|
(336,650)
|
Net income |
|
|
|
|
|
|
(5,429,521)
|
(5,429,521)
|
Ending balance, value at Dec. 31, 2022 |
$ 59,540,000
|
$ 17,403,628
|
$ 488
|
$ 0
|
$ 824,793
|
(8,581,265)
|
(70,932,435)
|
(1,744,791)
|
Ending balance, shares at Dec. 31, 2022 |
14,885,001
|
4,350,907
|
123
|
|
10,997
|
|
|
|
Balance, December 31, 2022 (Restated) at Dec. 31, 2022 |
$ 59,540,000
|
$ 17,403,628
|
$ 488
|
$ 0
|
$ 824,793
|
(8,581,265)
|
(70,932,435)
|
(1,744,791)
|
Beginning balance, shares at Dec. 31, 2022 |
14,885,001
|
4,350,907
|
123
|
|
10,997
|
|
|
|
Balance, December 31, 2022 (Restated) at Dec. 31, 2022 |
$ 59,540,000
|
$ 17,403,628
|
$ 488
|
$ 0
|
$ 824,793
|
(8,581,265)
|
(70,932,435)
|
(1,744,791)
|
Beginning balance, shares at Dec. 31, 2022 |
14,885,001
|
4,350,907
|
123
|
|
10,997
|
|
|
|
Balance, December 31, 2022 (Restated) at Dec. 31, 2022 |
$ 59,540,000
|
$ 17,403,628
|
$ 488
|
$ 0
|
$ 824,793
|
(8,581,265)
|
(70,932,435)
|
(1,744,791)
|
Beginning balance, shares at Dec. 31, 2022 |
14,885,001
|
4,350,907
|
123
|
|
10,997
|
|
|
|
Conversion of convertible notes payable, shares |
|
|
|
|
13,068
|
|
|
|
Accrued preferred stock dividends |
|
|
|
|
|
|
(780,074)
|
(780,074)
|
Net income |
|
|
|
|
|
|
3,028,394
|
3,028,394
|
Conversion of convertible notes payable |
|
|
|
|
980,006
|
(777,117)
|
|
202,889
|
Ending balance, value at Dec. 31, 2023 |
59,540,000
|
17,436,228
|
488
|
0
|
1,804,799
|
(9,365,982)
|
(68,684,115)
|
731,418
|
Issuance of series B preferred stock |
|
$ 12,600
|
|
|
|
12,400
|
|
25,000
|
Issuance of series B preferred stock, shares |
|
8,150
|
|
|
|
|
|
|
Issuance of series E preferred stock, shares |
|
5,000
|
|
|
|
|
|
|
Issuance of series E preferred stock |
|
$ 20,000
|
|
|
|
$ (20,000)
|
|
|
Ending balance, shares at Dec. 31, 2023 |
14,885,001
|
4,364,057
|
123
|
|
24,065
|
|
|
|
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v3.24.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net income (loss) from continuing operations |
$ 3,028,394
|
$ (5,429,521)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Depreciation |
20,777
|
23,132
|
Amortization of debt discount |
136,518
|
253,823
|
Conversion and note issuance cost |
11,250
|
0
|
Share issuance for service rendered |
25,000
|
0
|
Other (income) or loss |
0
|
(150,250)
|
Goodwill impairment |
0
|
2,092,048
|
Loss on finance penalties and fees |
0
|
2,063,916
|
Gain on refinance of debt |
0
|
(1,397,271)
|
Gain on forgiveness of debt |
(115,448)
|
0
|
(Increase) decrease in: |
|
|
Accounts receivable |
(6,701,334)
|
(597,521)
|
Right of use - assets |
(70,136)
|
64,696
|
Prepaids and other current assets |
(2,481)
|
8,058
|
Increase (decrease) in: |
|
|
Accounts payable and accrued expense |
341,261
|
750,878
|
Due to related party |
0
|
36,988
|
Accrued officers compensation |
982,500
|
873,506
|
Accrued interest |
486,165
|
379,428
|
Right of use - liabilities |
49,547
|
(71,371)
|
Net cash used in operating activities |
(1,807,987)
|
(1,099,461)
|
Net cash used in Discontinued Operations – Operating |
86,520
|
(51,216)
|
Net cash used in operating activities |
(1,721,467)
|
(1,150,677)
|
FINANCING ACTIVITIES |
|
|
Repayments to directors and officers |
(2,195)
|
(3,573)
|
Proceeds from convertible notes payable |
421,375
|
879,083
|
Repayment of SBA loans |
0
|
(3,068)
|
Proceeds from line of credit |
2,164,438
|
0
|
Repayment of line of credit |
(39,293)
|
0
|
Repayment to convertible notes payable |
(175,000)
|
(5,908)
|
Dividend on preferred stock |
0
|
(102,740)
|
Issuance of preferred stock |
0
|
25,000
|
Net cash provided by financing activities |
2,369,325
|
788,794
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
647,858
|
(361,883)
|
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
219,085
|
580,968
|
CASH AND CASH EQUIVALENTS, END OF YEAR |
866,943
|
219,085
|
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION |
|
|
Cash paid during the year for Interest |
239,296
|
0
|
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
Common stock issued upon conversion of notes payable |
199,889
|
0
|
Preferred stock issued for business acquisition |
0
|
3,275,000
|
Preferred stock issued upon exchange of defaulted convertible notes payable |
$ 0
|
$ 1,500,000
|
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v3.24.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Organization and Nature of Operations
Cardiff Lexington Corporation (“Cardiff”)
was originally incorporated on September 3, 1986 in Colorado as Cardiff International Inc. On November 10, 2005, Cardiff merged with Legacy
Card Company, LLC and changed its name to Cardiff Lexington Corporation. On August 27, 2014, Cardiff redomiciled and became a corporation
under the laws of Florida. On April 13, 2021, Cardiff redomiciled and became a corporation under the laws of Nevada.
Cardiff is an acquisition holding company focused
on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership
to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for stockholders.
All of Cardiff’s operations are conducted through, and its income derived from, its various subsidiaries, which includes:
| · | We Three, LLC dba Affordable Housing Initiative (“AHI”), which was acquired on May 15, 2014
and sold on October 31, 2022; |
| | |
| · | Edge View Properties, Inc. (“Edge View”), which was acquired on July 16, 2014; |
| | |
| · | Platinum Tax Defenders (“Platinum Tax”), which was acquired on July 31, 2018 and sold on November
10, 2023; and |
| | |
| · | Nova Ortho and Spine, LLC (“Nova”), which was acquired on May 31, 2021. |
Principles of Consolidation
The consolidated financial statements include
the accounts of Cardiff and its wholly owned subsidiaries, AHI, Edge View, Platinum Tax and Nova (collectively, the “Company”).
Subsidiaries shown as discontinued operations include AHI and Platinum Tax. All significant intercompany accounts and transactions are
eliminated in consolidation. Subsidiaries discontinued are shown as discontinued operations.
Reverse Stock Split
On January 9, 2024, the Company effected a 1-for-75,000
reverse split of its outstanding common stock. All outstanding shares of common stock and warrant to purchase common stock were adjusted
to reflect the 1-for-75,000 reverse split, with respective exercise prices of the warrants proportionately increased. The conversion prices
of the outstanding convertible notes and certain series of preferred stock were adjusted to reflect a proportional decrease in the number
of shares of common stock to be issued upon conversion.
All share and per share data throughout these
consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. The total number of authorized
shares of common stock did not change. As a result of the reverse stock split, an amount equal to the decreased value of the common stock
was reclassified from “common stock” to “additional paid-in capital.”
Use of Estimates
The preparation of financial statements in conformity
with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates.
Accordingly, actual results could differ from those estimates.
Accounts Receivable
The Company adopted ASU 2016-13, “Financial
Instruments – Credit Losses.” In accordance with this standard, the Company recognizes an allowance for credit losses for
its trade receivables to present the net amount expected to be collected as of the balance sheet date. This allowance is based on the
credit losses expected to arise over the life of the asset and are based on Current Expected Credit Losses. Accounts receivable is reported
on the balance sheet at the net amounts expected to be collected by the Company. Management closely monitors outstanding accounts receivable
and recognized an additional allowance for credit losses in the amount of $122,190 and $0 as of December 31, 2023 and 2022, respectively.
As of December 31, 2023 and 2022, the Company had net accounts receivable of $13,305,254 and $6,603,920 respectively. Accounts receivables
are primarily generated from subsidiaries in their normal course of business.
Property and Equipment
Property and equipment are carried at cost. Expenditures
for renewals and betterments that extend the useful lives of property, equipment or leasehold improvements are capitalized. Expenditures
for maintenance and repairs are charged to expense as incurred. Depreciation is calculated using the straight-line method for financial
reporting purposes based on the following estimated useful lives:
Schedule of estimated useful lives |
|
Classification |
Useful Life |
Equipment, furniture, and fixtures |
5 - 7 years |
Medical equipment |
10 years |
Leasehold improvements |
10 years or lease term, if shorter |
Goodwill and Other Intangible Assets
Goodwill and indefinite-lived assets are not amortized
but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company’s impairment testing
of goodwill is performed separately from its impairment testing of indefinite-lived intangibles. The Company reviews goodwill for impairment
on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be
recoverable. Goodwill is tested first for impairment based on qualitative factors on an annual basis or in between if an event occurs
or circumstances change that indicate the fair value may be below its carrying amount, otherwise known as a ‘triggering event’.
An assessment is made of these qualitative factors as such to determine whether it is more likely than not the fair value is less than
the carry amount, including goodwill. The annual evaluation for impairment of indefinite-lived intangibles and, if then needed after the
first step, Goodwill, is based on valuation models that incorporate assumptions and internal projections of expected future cash flows
and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants.
For the year ended December 31, 2023, the Company determined there to be no impairment. For the year ended December 31, 2022, the Company
recognized goodwill impairment in the amount of $2,092,048 in its former financial services segment, which is now reflected in discontinued
operations. 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 cash flows expected to be generated by the assets. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets.
Revenue Recognition
The Company’s primary source of revenue
is its healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures. Revenue is recognized
at a point in time in accordance with ASC 606. The Company’s healthcare subsidiary does not have contract liabilities or deferred
revenue as there are no amounts prepaid for services. The Company applies the following five-step ASC 606 model to determine revenue recognition:
| · | Identification of a contract with a customer |
| | |
| · | Identification of the performance obligations in the contact |
| | |
| · | Determination of the transaction price |
| | |
| · | Allocation of the transaction price to the separate performance obligations |
| | |
| · | Recognition of revenue when performance obligations are satisfied. |
The Company applies the five-step model when it
is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers
to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses services
promised within each contract and determines those that are a performance obligation and assesses whether each promised service is distinct.
The Company’s contracts for both its contract
and service fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual
services is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction
price is allocated to this single performance obligation.
Accordingly, the Company recognizes revenues (net)
when the patient receives orthopedic care services. The Company’s patient service contracts generally have performance obligations
which are satisfied at a point in time. The performance obligation is for onsite or off-site care provided. Patient service contracts
are generally fixed-price, and the transaction price is in the contract. Revenue is recognized when obligations under the terms of the
contract with our patients are satisfied; generally, at the time of patient care.
Established billing rates are not the same as
actual amounts recovered for the Company’s healthcare subsidiary. They generally do not reflect what the Company is ultimately
paid by the customer, insurance carriers and other payors, and therefore are not reported in the consolidated financial statements at
that rate. The Company is typically paid amounts based on established charges per procedure with guidance from the annually
updated Current Procedural Terminology (“CPT”) guidelines (a code set maintained by the American Medical Association through
the CPT Editorial Panel), that designates relative value units and a suggested range of charges for each procedure which is then assigned
a CPT code.
This fee is discounted to reflect the percentage
paid to the Company “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay, and contractual
adjustments which are deducted from the calculated fee. The net revenue is recorded at the time the services are rendered.
Contract Fees (Non-PIP)
The Company has contract fees for amounts earned
from its Non-Personal Injury Protection (“PIP”) related procedures, typically car accidents, and are collected on a contingency
basis. Historically, these cases were sold to a factor who bears the risk of economic benefit or loss. After selling patient cases to
the factor, any additional funds collected by the Company were remitted to the factor.
Service Fees – Net (PIP)
The Company generates services fees from performing
various procedures on the date the services are performed. These services primarily include slip and falls as well as smaller nominal
Non-PIP services. Fees are collected primarily from third party insurance providers. These revenues are based on established insurance
billing rates, less allowances for contractual adjustments and uncollectible amounts. These contractual adjustments vary by insurance
company and self-pay patients. The Company computes these contractual adjustments and collection allowances based on its historical collection
experience.
Completing the paperwork for each case and preparing
it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed electronically
except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four weeks from electronic
filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional information.
The Company’s healthcare revenues are generated
from professional medical billings including facility and anesthesia services. With respect to facility and anesthesia services, the Company
is the primary obligor as the facility and anesthesia services are considered part of one integrated performance obligation. Historically
the Company receives 49% of collections from total gross billed. Accordingly, the Company recognized net healthcare service revenue as
49% of gross billed amounts. Historical collection rates are estimated using the most current prior 12-month historical payment and collection
percentages.
Historically through April 2023, the Company’s
healthcare subsidiary has had contractual medical receivable sales and purchase agreements with third party factors which result in approximately
54% reduction from the accounts receivables amounts when a receivable is sold to the factors. The Company evaluated the factored adjustments
considering the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that were factored
were recorded in finance charges as other expenses on the consolidated statement of operations.
Advertising Costs
Advertising costs are expensed as incurred. Advertising
costs are included as a component of cost of sales in the consolidated statements of operations and changes in stockholders’ equity.
The Company recognized advertising and marketing expense of $126,670 and $233,798 for the years ended December 31, 2023 and 2022, respectively.
Fair Value Measurements
Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment
associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about
market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair
value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy
are described below:
|
Level 1 |
Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. |
|
|
|
|
Level 2 |
Inputs,
other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at
the measurement date. |
|
|
|
|
Level 3 |
Unobservable
inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement
date. |
Distinguishing Liabilities from Equity
The Company accounts for its series N senior convertible
preferred stock, series R convertible preferred stock, and series X senior convertible preferred stock subject to possible redemption
in accordance with ASC 480, “Distinguishing Liabilities from Equity”. Conditionally redeemable preferred shares are classified
as temporary equity within the Company’s consolidated balance sheet.
Stock-Based Compensation
The Company accounts for its stock-based compensation
in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of
the fair value recognition provisions of section 718-10-30 of the FASB ASC. Pursuant to paragraph 718-10-30-6 of the FASB ASC, all transactions
in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value
of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
The measurement date used to determine the fair
value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable
that performance will occur.
Generally, all forms of share-based payments,
including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on
the awards’ grant date, based on estimated number of awards that are ultimately expected to vest.
The expense resulting from share-based payments
is recorded in general and administrative expense in the consolidated statements of operations.
Income Taxes
Income taxes are determined in accordance with
ASC Topic 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how
companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to
be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely
than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be
measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the
tax authority assuming full knowledge of the position and relevant facts.
For the years ended December 31, 2023 and 2022,
the Company did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain
tax positions.
Income (Loss) per Share
FASB ASC Subtopic 260, Earnings Per Share,
provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per common share is computed
by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares
of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been
outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options,
warrants, and debts convertible into common stock. The dilutive effect of stock options and warrants are reflected in diluted earnings
per common share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of
the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. The diluted effect of debt
convertibles is reflected utilizing the if converted method.
Going Concern
The accompanying consolidated financial statements
have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and
liabilities and commitments in the normal course of business. The Company had previously sustained operating losses since its inception,
has an accumulated deficit of $68,684,115 and $70,932,435, respectively, as of December 31, 2023 and 2022. We had negative cash flow from
operations of $1,807,987 and $1,099,461 during the years ended December 31, 2023 and 2022. These factors raise a substantial doubt about
the Company’s ability to continue as a going concern. The accompanying 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.
Recent Accounting Standards
The FASB issued ASU 2023-07 on November
27, 2023. The amendments “improve reportable segment disclosure requirements, primarily through enhanced disclosures about
significant segment expenses.” In addition, the amendments enhance interim disclosure requirements, clarify circumstances in
which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities
with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable
“investors to better understand an entity’s overall performance” and assess “potential future cash
flows.” The Management is evaluating the impact of ASU 2023-07 on the consolidated financial statements and does not expect
there to be any changes or impact to the financial statements.
|
X |
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- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
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v3.24.1
RESTATEMENT AND REVISION OF FINANCIAL STATEMENTS
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Changes and Error Corrections [Abstract] |
|
RESTATEMENT AND REVISION OF FINANCIAL STATEMENTS |
| 2. | RESTATEMENT AND REVISION OF FINANCIAL STATEMENTS |
Restatement of Previously Issued Financial Statements
During the preparation of the year ended December
31, 2023 financial statements, the Company identified and corrected its classification and accounting treatment for its series R convertible
preferred stock and the related dividend accrual in its balance sheet as of December 31, 2022 and 2021. Pursuant to ASC 250, “Accounting
changes and error corrections” issued by FASB and SAB 99 “Materiality” issued by Securities and Exchange Commission,
the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in a $198,000 increase
to the mezzanine equity and offsetting decrease to the series R convertible preferred stock and subject to possible redemption mezzanine
equity line item on the consolidated balance sheet as of December 31, 2021. In addition, the impact of the unpaid dividend accrual is
reflected in $29,462 and $47,520 increase to mezzanine equity and offsetting decrease to the accumulated deficits as of December 31, 2022
and 2021, respectively. The impact of the error correction is also reflected in $29,462 and $47,520 increase of preferred share dividends
and $28 and $5 decrease of earnings (loss) per share on the consolidated statement of operations for the years ended December 31, 2022
and 2021, respectively.
The following table summarizes the impacts of
the error corrections on the Company's financial statements for each of the periods presented below:
i. Consolidated balance sheet
Schedule of restated financial information | |
| | | |
| | | |
| | | |
| | |
|
|
| |
Impact of correction of error | |
December 31, 2021 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
| | | |
$ | 15,297,039 | | |
$ | – | | |
$ | 15,297,039 | |
| |
| | | |
| | | |
| | | |
| | |
Total liabilities | |
| | | |
| 11,439,675 | | |
| – | | |
| 11,439,675 | |
| |
| | | |
| | | |
| | | |
| | |
Mezzanine equity | |
| | | |
| 3,125,004 | | |
| 245,520 | | |
| 3,370,524 | |
| |
| | | |
| | | |
| | | |
| | |
Total stockholders' equity | |
| | | |
$ | 732,360 | | |
$ | (245,520 | ) | |
$ | 486,840 | |
| |
Impact of correction of error | |
December 31, 2022 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 13,344,780 | | |
$ | – | | |
$ | 13,344,780 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 10,189,585 | | |
| – | | |
| 10,189,585 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 4,625,002 | | |
| 274,982 | | |
| 4,899,984 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | (1,469,809 | ) | |
$ | (274,982 | ) | |
$ | (1,744,791 | ) |
| |
Impact of correction of error | |
March 31, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 14,284,585 | | |
$ | – | | |
$ | 14,284,585 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 10,745,097 | | |
| – | | |
| 10,745,097 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 5,171,861 | | |
| 283,118 | | |
| 5,454,979 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | (1,632,373 | ) | |
$ | (283,118 | ) | |
$ | (1,915,491 | ) |
| |
Impact of correction of error | |
June 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 16,053,519 | | |
$ | – | | |
$ | 16,053,519 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 11,672,952 | | |
| – | | |
| 11,672,952 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 5,297,605 | | |
| 291,345 | | |
| 5,588,950 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | (917,038 | ) | |
$ | (291,345 | ) | |
$ | (1,208,383 | ) |
| |
Impact of correction of error | |
September 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 18,518,727 | | |
$ | – | | |
$ | 18,518,727 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 12,102,942 | | |
| – | | |
| 12,102,942 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 5,440,434 | | |
| 299,662 | | |
| 5,740,096 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | 975,351 | | |
$ | (299,662 | ) | |
$ | 675,689 | |
ii. Consolidated statement of operations
| |
Impact of correction of error | |
Year ended December 31, 2021 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the year | |
$ | 666,293 | | |
$ | – | | |
$ | 666,293 | |
Preferred stock dividends | |
$ | (201,782 | ) | |
$ | (47,520 | ) | |
$ | (249,302 | ) |
Net income attributable to common shareholders | |
$ | 464,511 | | |
$ | (47,520 | ) | |
$ | 416,991 | |
Basic and diluted earnings (loss) per share for continuing operations | |
$ | 272 | | |
$ | (28 | ) | |
$ | 244 | |
| |
Impact of correction of error | |
Year ended December 31, 2022 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net loss for the year | |
$ | (5,429,521 | ) | |
$ | – | | |
$ | (5,429,521 | ) |
Preferred stock dividends | |
$ | (307,188 | ) | |
$ | (76,982 | ) | |
$ | (384,170 | ) |
Net loss attributable to common shareholders | |
$ | (5,736,709 | ) | |
$ | (76,982 | ) | |
$ | (5,813,691 | ) |
Basic and diluted earnings (loss) per share for continuing operations | |
$ | (994 | ) | |
$ | (5 | ) | |
$ | (999 | ) |
| |
Impact of correction of error | |
Three months ended March 31, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net loss for the period | |
$ | (15,991 | ) | |
$ | – | | |
$ | (15,991 | ) |
Preferred stock dividends | |
$ | (336,811 | ) | |
$ | (8,136 | ) | |
$ | (344,947 | ) |
Net loss attributable to common shareholders | |
$ | (352,802 | ) | |
$ | (8,136 | ) | |
$ | (360,938 | ) |
Basic and diluted earnings (loss) per share for continuing operations | |
$ | (30 | ) | |
$ | (1 | ) | |
$ | (31 | ) |
| |
Impact of correction of error | |
Three months ended June 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the period | |
$ | 816,078 | | |
$ | – | | |
$ | 816,078 | |
Preferred stock dividends | |
$ | (125,744 | ) | |
$ | (8,227 | ) | |
$ | (133,971 | ) |
Net income attributable to common shareholders | |
$ | 690,334 | | |
$ | (8,227 | ) | |
$ | 682,107 | |
Basic earnings per share for continuing operations | |
$ | 56 | | |
$ | (1 | ) | |
$ | 55 | |
Diluted earnings per share for continuing operations | |
$ | (21 | ) | |
$ | 26 | | |
$ | 5 | |
| |
Impact of correction of error | |
Six months ended June 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the period | |
$ | 800,087 | | |
$ | – | | |
$ | 800,087 | |
Preferred stock dividends | |
$ | (462,555 | ) | |
$ | (16,363 | ) | |
$ | (478,918 | ) |
Net income attributable to common shareholders | |
$ | 337,532 | | |
$ | (16,363 | ) | |
$ | 321,169 | |
Basic earnings per share for continuing operations | |
$ | 28 | | |
$ | (1 | ) | |
$ | 27 | |
Diluted earnings per share for continuing operations | |
$ | (16 | ) | |
$ | 20 | | |
$ | 4 | |
| |
Impact of correction of error | |
Three months ended September 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the period | |
$ | 1,981,520 | | |
$ | – | | |
$ | 1,981,520 | |
Preferred stock dividends | |
$ | (142,829 | ) | |
$ | (8,317 | ) | |
$ | (151,146 | ) |
Net income attributable to common shareholders | |
$ | 1,838,691 | | |
$ | (8,317 | ) | |
$ | 1,830,374 | |
Basic earnings per share for continuing operations | |
$ | 137 | | |
$ | (1 | ) | |
$ | 136 | |
Diluted earnings per share for continuing operations | |
$ | 1 | | |
$ | 1 | | |
$ | 2 | |
| |
Impact of correction of error | |
Nine months ended September 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the year | |
$ | 2,781,608 | | |
$ | – | | |
$ | 2,781,608 | |
Preferred stock dividends | |
$ | (605,384 | ) | |
$ | (24,681 | ) | |
$ | (630,065 | ) |
Net income attributable to common shareholders | |
$ | 2,176,224 | | |
$ | (24,681 | ) | |
$ | 2,151,543 | |
Basic earnings per share for continuing operations | |
$ | 167 | | |
$ | (2 | ) | |
$ | 165 | |
Diluted earnings per share for continuing operations | |
$ | 2 | | |
$ | 1 | | |
$ | 3 | |
Revision of Financial Statements
During the preparation of the financial statements
for the year ended December 31, 2023, the Company found that the results of the settlement agreement with Red Rock Travel Group (“Red
Rock”) were incorrectly reflected on the consolidated statement of stockholders’ equity (deficiency) as of December 31, 2022.
The Company determined that these errors were immaterial to the previously issued consolidated financial statements, and as such no restatement
was necessary. The revisions discussed below were made to the December 31, 2022 balance sheet and statement of stockholders’ equity
(deficiency).
As a result of the settlement agreement with Red
Rock on July 29, 2022, the Company reduced 35,000,000 shares of common shares on the consolidated financial statements as of December
31, 2022. The certificate of the common stock for 35,000,000 shares (0.047 shares after 10,000:1 and 75,000:1 reverse split) which were
originally issued on February 24, 2020 was returned as part of the 2022 agreement with Red Rock and 0.047 common shares were cancelled,
which were equivalent to 35,000,000 shares before the 10,000:1 and 75,000:1 reverse split on May 12, 2020 and January 9, 2024, respectively.
Consequently, the December 31, 2022 financial statements as originally reported were understated by 34,996,500 common shares. The impact
of the correction is reflected in the $35,097 increase to common stock and decrease the same amount to additional paid-in-capital on the
consolidated statement of stockholders’ equity. The adjustment had no impact on earnings per share for any 2022 period.
On July 31, 2018, the Company issued 8,200,562
shares of series K preferred stock to the prior owners of Red Rock for the consideration of the acquisition of Red Rock. The acquisition
was not completed, and Red Rock returned the 8,200,562 shares of series K preferred stock during the year ended December 31, 2018. A total
of 8,200,562 shares of series K preferred stock were cancelled. The impact of the correction is reflected in the $8,201 decrease to series
K preferred stock and increase the same amount to additional paid-in-capital on the consolidated statement of stockholders’ equity
(deficiency).
|
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v3.24.1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|
12 Months Ended |
Dec. 31, 2023 |
Payables and Accruals [Abstract] |
|
ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
| 3. | ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
Schedule of accounts payable and accrued expenses | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Accounts payable | |
$ | 720,774 | | |
$ | 342,331 | |
Accrued credit cards | |
| 26,645 | | |
| 6,994 | |
Accrued liability for collections of previously factored receivables | |
| 1,247,772 | | |
| 776,414 | |
Accrued property taxes | |
| 5,346 | | |
| 6,732 | |
Accrued professional fees | |
| 29,122 | | |
| 573,040 | |
Accrued payroll | |
| 17,472 | | |
| – | |
Accrue expense - other | |
| – | | |
| 363 | |
Accrued expense - dividend payable | |
| – | | |
| 210,046 | |
Total | |
$ | 2,047,131 | | |
$ | 1,915,920 | |
The Company is delinquent paying certain property
taxes. As of December 31, 2023 and 2022, the balance for these property taxes, was $5,346 and $6,732, respectively.
|
X |
- DefinitionThe entire disclosure for accounts payable, accrued expenses, and other liabilities that are classified as current at the end of the reporting period.
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v3.24.1
PLANT AND EQUIPMENT, NET
|
12 Months Ended |
Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] |
|
PLANT AND EQUIPMENT, NET |
| 4. | PLANT AND EQUIPMENT, NET |
Property and equipment as of December 31, 2023
and 2022 is as follows:
Schedule of property and equipment | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Medical equipment | |
$ | 96,532 | | |
$ | 96,532 | |
Computer Equipment | |
| 9,189 | | |
| 9,189 | |
Furniture, fixtures and equipment | |
| 15,079 | | |
| 20,212 | |
Leasehold Improvement | |
| 15,950 | | |
| 15,950 | |
Total | |
| 136,750 | | |
| 141,883 | |
Less: accumulated depreciation | |
| (102,089 | ) | |
| (86,444 | ) |
Property and equipment, net | |
$ | 34,661 | | |
$ | 55,439 | |
For the years ended December 31, 2023 and 2022,
depreciation expense was $20,777 and $23,132, respectively.
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v3.24.1
LAND
|
12 Months Ended |
Dec. 31, 2023 |
Real Estate [Abstract] |
|
LAND |
As of December 31, 2023 and 2022, the Company
had 27 acres of land of approximately $540,000. The land is currently vacant and is expected to be developed into a residential community.
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v3.24.1
RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Dec. 31, 2023 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
| 6. | RELATED PARTY TRANSACTIONS |
In connection with the acquisition of Edge View
on July 16, 2014, the Company assumed amounts due to previous owners who are current managers of Edge View. These amounts are due on demand
and do not bear interest. The balance of these amounts are $4,979 due from the previous owners as of December 31, 2023 and 2022.
The Company obtained short-term advances from
the Chairman of the Board that are non-interest bearing and due on demand. As of December 31, 2023 and 2022, the Company owed the Chairman
$120,997 and $123,192, respectively.
See also Note 8 and the disclosure regarding Note
41.
See also Note 13 for compensation paid to employees
of the Company.
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v3.24.1
NOTES AND LOANS PAYABLE
|
12 Months Ended |
Dec. 31, 2023 |
Debt Disclosure [Abstract] |
|
NOTES AND LOANS PAYABLE |
| 7. | NOTES AND LOANS PAYABLE |
Notes payable at December 31, 2023 and 2022,
respectively, are summarized as follows:
Schedule of notes payable | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Notes and loans payable | |
$ | 2,280,743 | | |
$ | 155,598 | |
Less current portion | |
| (2,136,077 | ) | |
| (15,809 | ) |
Long-term portion | |
$ | 144,666 | | |
$ | 139,789 | |
Long-term debt matures as follows:
Schedule of maturities of long-term debt | |
| | |
| |
Amount | |
2024 | |
$ | 2,136,077 | |
2025 | |
| 4,989 | |
2026 | |
| 4,989 | |
2027 | |
| 4,989 | |
2028 | |
| 4,989 | |
Thereafter | |
| 124,710 | |
Total | |
$ | 2,280,743 | |
Loans and Notes Payable – Unrelated Party
On March 12, 2009, the Company issued a debenture
in the principal amount of $20,000. The debenture bore interest at 12% per year and matured on September 12, 2009. The balance of the
debenture was $10,989 at December 31, 2023 and 2022. The accrued interest of the debenture was $7,547 and $6,229 at December 31, 2023
and 2022, respectively. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on
this debenture.
Small Business Administration (“SBA”)
Loans
On June 2, 2020, the Company obtained an SBA loan
in the principal amount of $150,000 with an interest rate of 3.75% and a maturity date of June 2, 2050. The principal balance and accrued
interest at December 31, 2023 was $149,655 and $956, respectively, and principal and accrued interest at December 31, 2022 was $144,609
and $5,723, respectively.
Line of Credit
On September 29, 2023, the Company and Nova
entered into a two-year revolving purchase and security agreement with DML HC Series, LLC to sell, with recourse, Nova’s
accounts receivables for a revolving financing up to a maximum advance amount of $4.5
million. As of December 31, 2023, the Company had $2,120,100
outstanding balance against the revolving receivable line of credit. The revolving purchase and security agreement includes
discounts recorded as interest expense on each funding and matures on September
29, 2025.
|
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.24.1
CONVERTIBLE NOTES PAYABLE
|
12 Months Ended |
Dec. 31, 2023 |
Debt Disclosure [Abstract] |
|
CONVERTIBLE NOTES PAYABLE |
| 8. | CONVERTIBLE NOTES PAYABLE |
As of December 31, 2023 and 2022, the Company
had convertible debt outstanding net of amortized debt discount of $3,807,030 and $3,515,752, respectively. During the year ending December
31, 2023, the Company received net proceeds of $421,375 from convertible notes, repaid $175,000 and wrote off $12,406 to convertible noteholders.
During the year ending December 31, 2022, the Company received proceeds of $1,490,706 from convertible notes and repaid $5,908 to convertible
noteholders. There are debt discounts associated with the convertible debt of $24,820 and $46,797 at December 31, 2023 and 2022, respectively.
For the years ended December 31, 2023 and 2022, the Company recorded amortization of debt discounts of $136,518 and $253,823, respectively.
During the year ended December 31, 2023, the Company
converted $87,460 of convertible debt, $112,429 in accrued interest and $3,000 in conversion cost into 13,068 shares of the Company’s
common stock. The Company recognized $777,217 of additional paid-in capital to adjust fair value for the debt settlement during the year
ended December 31, 2023. The Company had no convertible debt conversions during the year ended December 31, 2022.
On September 22, 2022, the Company entered into
a security exchange and purchase agreement with its largest lender to consolidate all promissory notes held by them and related accrued
interest in exchange for (1) one consolidated senior secured convertible promissory note (“New Promissory Note”) in the amount
of $2,600,000 and (2) 375,000 shares of series X senior convertible preferred stock totaling $1,500,000 with a par value of $0.001, stated
value of $4.00, convertible into common shares at a 1:1 conversion rate, non-dilutive and non-voting shares. Prior to conversion, all
promissory notes with this lender totaled to $4,791,099 consisting of principal of $3,840,448 and accrued interest of $950,651 resulting
in a gain on debt consolidation of $1,397,271.
Convertible notes as of December 31, 2023 and
2022 are summarized as follows:
Schedule of convertible notes | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Convertible notes payable | |
$ | 3,831,850 | | |
$ | 3,562,550 | |
Discounts on convertible notes payable | |
| (24,820 | ) | |
| (46,797 | ) |
Total convertible debt less debt discount | |
| 3,807,030 | | |
| 3,515,752 | |
Current portion | |
| 3,807,030 | | |
| 3,515,752 | |
Long-term portion | |
$ | – | | |
$ | – | |
The following is a schedule of convertible notes
payable as of and for the year ended December 31, 2023.
Schedule of convertible notes
payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note # |
|
Issuance |
|
Maturity |
|
Principal
Balance 12/31/22 |
|
New
Loan |
|
Principal
Conversions |
|
|
Cash Paydown |
|
Shares Issued
Upon Conversion |
|
Principal
Balance 12/31/23 |
|
Accrued
Interest on Convertible Debt at 12/31/22 |
|
Interest
Expense On Convertible Debt For the Period Ended 12/31/23 |
|
Accrued
Interest on Convertible Debt at 12/31/23 |
|
Unamortized
Debt Discount At 12/31/23 |
7-1 |
|
10/28/2016 |
|
10/28/2017 |
|
10,000 |
|
$ |
– |
|
$ |
(10,000 |
) |
$ |
– |
|
312 |
|
$ |
– |
|
$ |
2,263 |
|
$ |
– |
|
$ |
– |
|
$ |
– |
9 |
|
09/12/2016 |
|
09/12/2017 |
|
50,080 |
|
|
– |
|
|
– |
|
|
– |
|
1,672 |
|
|
50,080 |
|
|
14,157 |
|
|
9,181 |
|
|
5,581 |
|
|
– |
10 |
|
01/24/2017 |
|
01/24/2018 |
|
55,000 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
55,000 |
|
|
69,876 |
|
|
11,000 |
|
|
80,875 |
|
|
– |
10-1 |
|
02/10/2023 |
|
02/10/2024 |
|
– |
|
|
50,000 |
|
|
– |
|
|
– |
|
– |
|
|
50,000 |
|
|
– |
|
|
6,658 |
|
|
6,658 |
|
|
– |
10-2 |
|
03/30/2023 |
|
03/30/2024 |
|
– |
|
|
25,000 |
|
|
– |
|
|
– |
|
– |
|
|
25,000 |
|
|
– |
|
|
2,836 |
|
|
2,836 |
|
|
– |
10-3 |
|
08/11/2023 |
|
08/11/2024 |
|
– |
|
|
25,000 |
|
|
– |
|
|
– |
|
– |
|
|
25,000 |
|
|
– |
|
|
1,469 |
|
|
1,469 |
|
|
– |
29-2 |
|
11/08/2019 |
|
11/08/2020 |
|
36,604 |
|
|
– |
|
|
– |
|
|
– |
|
2,867 |
|
|
36,604 |
|
|
20,160 |
|
|
2,849 |
|
|
10,109 |
|
|
– |
31 |
|
08/28/2019 |
|
08/28/2020 |
|
– |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
– |
|
|
8,385 |
|
|
– |
|
|
8,385 |
|
|
– |
37-1 |
|
09/03/2020 |
|
06/30/2021 |
|
113,667 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
113,667 |
|
|
28,756 |
|
|
19,507 |
|
|
64,929 |
|
|
– |
37-2 |
|
11/02/2020 |
|
08/31/2021 |
|
113,167 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
113,167 |
|
|
27,510 |
|
|
19,417 |
|
|
63,594 |
|
|
– |
37-3 |
|
12/29/2020 |
|
09/30/2021 |
|
113,166 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
113,166 |
|
|
26,474 |
|
|
19,417 |
|
|
62,558 |
|
|
– |
38 |
|
02/09/2021 |
|
02/09/2022 |
|
96,000 |
|
|
– |
|
|
(77,460 |
) |
|
(18,540 |
) |
2,950 |
|
|
– |
|
|
27,939 |
|
|
7,242 |
|
|
– |
|
|
– |
39 |
|
04/26/2021 |
|
04/26/2022 |
|
168,866 |
|
|
– |
|
|
– |
|
|
(168,866 |
) |
– |
|
|
– |
|
|
39,684 |
|
|
27,787 |
|
|
– |
|
|
– |
40-1 |
|
09/22/2022 |
|
09/22/2024 |
|
2,600,000 |
|
|
– |
|
|
– |
|
|
– |
|
5,267 |
|
|
2,600,000 |
|
|
71,233 |
|
|
261,333 |
|
|
252,665 |
|
|
– |
40-2 |
|
11/04/2022 |
|
09/22/2024 |
|
68,666 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
68,667 |
|
|
1,072 |
|
|
6,867 |
|
|
7,939 |
|
|
– |
40-3 |
|
11/28/2022 |
|
09/22/2024 |
|
68,667 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
68,667 |
|
|
620 |
|
|
6,886 |
|
|
7,506 |
|
|
– |
40-4 |
|
12/21/2022 |
|
09/22/2024 |
|
68,667 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
68,667 |
|
|
187 |
|
|
6,867 |
|
|
7,054 |
|
|
– |
40-5 |
|
01/24/2023 |
|
03/21/2024 |
|
– |
|
|
90,166 |
|
|
– |
|
|
– |
|
– |
|
|
90,166 |
|
|
– |
|
|
8,284 |
|
|
8,284 |
|
|
– |
40-6 |
|
03/21/2023 |
|
09/22/2024 |
|
– |
|
|
139,166 |
|
|
– |
|
|
– |
|
– |
|
|
139,166 |
|
|
– |
|
|
10,671 |
|
|
10,671 |
|
|
– |
40-7 |
|
06/05/2023 |
|
06/05/2024 |
|
– |
|
|
139,166 |
|
|
– |
|
|
– |
|
– |
|
|
139,166 |
|
|
– |
|
|
7,826 |
|
|
7,826 |
|
|
15,671 |
40-8 |
|
06/13/2023 |
|
06/13/2024 |
|
– |
|
|
21,167 |
|
|
– |
|
|
– |
|
– |
|
|
21,167 |
|
|
– |
|
|
1,127 |
|
|
1,127 |
|
|
2,321 |
40-9 |
|
07/19/2023 |
|
07/19/2024 |
|
– |
|
|
35,500 |
|
|
– |
|
|
– |
|
– |
|
|
35,500 |
|
|
– |
|
|
1,605 |
|
|
1,605 |
|
|
4,863 |
40-10 |
|
07/24/2023 |
|
07/24/2024 |
|
– |
|
|
14,000 |
|
|
– |
|
|
– |
|
– |
|
|
14,000 |
|
|
– |
|
|
614 |
|
|
614 |
|
|
1,965 |
41 |
|
08/25/2023 |
|
08/25/2024 |
|
– |
|
|
5,000 |
|
|
– |
|
|
– |
|
– |
|
|
5,000 |
|
|
– |
|
|
175 |
|
|
175 |
|
|
– |
|
|
|
|
|
|
3,562,550 |
|
$ |
544,165 |
|
$ |
(87,460 |
) |
$ |
(187,406 |
) |
13,068 |
|
$ |
3,831,850 |
|
$ |
338,316 |
|
$ |
439,618 |
|
$ |
612,460 |
|
$ |
24,820 |
Note 7-1
On October 28, 2016, the Company issued a convertible
promissory note in the principal amount of $50,000, which matured on October 28, 2017. Note 7-1 was fully converted into common shares
and there was no outstanding balance as of December 31, 2023.
Note 9
On September 12, 2016, the Company issued a convertible
promissory note in the principal of $80,000 for services rendered, which matured on September 12, 2017. Note 9 is currently in default
and accrues at a default interest rate of 20% per annum.
Note 10, 10-1, 10-2 and 10-3
On January 24, 2017, the Company issued a convertible
promissory note in the principal amount of $80,000 for services rendered, which matured on January 24, 2018. Note 10 is currently in default
and accrues interest at a default interest rate of 20% per annum. On February 10, 2023, the Company executed a second tranche under this
note in the principal amount of $50,000 (Note 10-1). On March 30, 2023, the Company executed a third tranche under this note in the principal
amount of $25,000 (Note 10-2). On August 11, 2023, the Company executed a fourth tranche under this note in the principal amount of $25,000
(Note 10-3). Notes 10-1, 10-2 and 10-3 accrue interest at a rate of 15% per annum.
Note 29-2
On May 10, 2019, the Company issued a convertible
promissory note in the principal amount of $150,000. On November 8, 2019, this note (Note 29) was purchased by and assigned to an unrelated
party. The amount assigned was the existing principal amount of $150,000 and accrued interest of $5,918, which was issued as Note 29-1,
plus a new convertible promissory note in the principal amount of $62,367, which was issued as Note 29-2. Note 29-2 is currently in default
and accrues interest at a default interest rate of 24% per annum.
Note 31
On August 28, 2019, the Company issued a convertible
promissory note in the principal amount of $120,000, which matured on August 28, 2020. Note 31 is currently in default and accrues interest
at a default interest rate of 24% per annum. There was no outstanding principal balance as of December 31, 2023.
Notes 37-1, 37-2 and 37-3
On September 3, 2020, the Company issued a convertible
promissory note in the principal amount of $200,000, with an original issue discount of $50,000, which could be drawn in several tranches.
On September 3, 2020, the Company executed the first tranche in the principal amount of $67,000, less an original issue discount of $17,000,
which matured on June 30, 2021 (Note 37-1). On November 2, 2020, the Company executed the second tranche in the principal amount of $66,500,
less an original issue discount of $16,500, which matured on August 31, 2021 (Note 37-2). On December 29, 2020, the Company executed the
third tranche in the principal amount of $66,500, less an original issue discount of $16,500, which matured on September 30, 2021 (Note
37-3). Notes 37-1, 37-2 and 27-3 are currently in default and accrue interest at a default interest rate of 18% per annum.
Note 38
On February 9, 2021, the Company issued a convertible
promissory note in the principal amount $103,500, which matured on February 9, 2022. Note 38 was converted into common shares and the
remaining balance was paid in cash. There was no outstanding balance on Note 38 as of December 31, 2023.
Note 39
On April 26, 2021, the Company issued a convertible
promissory note in the principal amount $153,500, which matured on May 10, 2022. Note 39 was paid in cash and there was no outstanding
balance as of December 31, 2023.
Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7, 40-8, 40-9 and 40-10
On September 22, 2022, the Company issued a convertible
promissory note in the principal amount of $2,600,000 in exchange for total of $4,791,099 of defaulted promissory notes balances (Note
40-1). On November 4, 2022, the Company executed a second tranche under this note in the principal amount of $68,667, less an original
issue discount and fee of $18,667 (Note 40-2). On November 28, 2022, the Company executed the third tranche under this note in the principal
amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-3). On December 21, 2022, the Company executed a fourth
tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-4). On January
24, 2023, the Company executed a fifth tranche under this note in the principal amount of $90,166, less an original issue discount and
fee of $25,166 (Note 40-5). On March 21, 2023, the Company executed a sixth tranche under this note in the principal amount of $136,666,
less an original issue discount and fee of $39,166 (Note 40-6). On June 5, 2023, the Company executed a seventh tranche under this note
in the principal amount of $136,667, less original issue discount and fee of $39,167 (Note 40-7). On June 13, 2023, the Company executed
an eighth tranche under this note in the principal amount of $21,167, less original issue discount and fee of $5,167 (Note 40-8). On July
19, 2023, the Company executed a ninth tranche under this note in the principal amount of $35,500, less an original issue discount and
fee of $8,875 (Note 40-9). On July 24, 2023, the Company executed a tenth tranche under this note in the principal amount of $14,000,
less an original issue discount and fee of $3,500 (Note 40-10). On December 1, 2023, the Company executed amendment on Notes series 40
consolidated senior secured convertible promissory note to extend the expired tranche note 40-1 through 40-5’ due date to September
20, 2024. All of the Note 40 tranches mature in one year from the note issuance date and accrue interest at a rate of 10% per annum.
Note 41
On August 25, 2023, the Company issued a twelve-month
convertible promissory note in the principal amount of $5,000 to the Company’s CEO for the Company’s operating expenses. The
rate of interest is 10% per annum.
|
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- DefinitionThe entire disclosure for long-term debt.
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v3.24.1
CAPITAL STOCK
|
12 Months Ended |
Dec. 31, 2023 |
Equity [Abstract] |
|
CAPITAL STOCK |
Preferred Stock
The Company has designated multiple series of
preferred stock, including 2 shares of series A preferred stock, 3,000,000 shares of series B preferred stock, 500 shares of series C
preferred stock, 1,000,000 shares of series E preferred stock, 50,000 shares of series F-1 preferred stock, 15,000,000 shares of series
I preferred stock, 2,000,000 shares of series J preferred stock, 400,000 shares of series L preferred stock, 3,000,000 shares of series
N senior convertible preferred stock, 5,000 shares of series R convertible preferred stock and 5,000,000 shares of series X senior convertible
preferred stock.
The following is a description of the rights and
preferences of each series of preferred stock.
Redeemable Preferred Stock
The Company recognized the series N senior convertible
preferred stock, series R convertible preferred stock and series X senior convertible preferred stock as mezzanine equity in accordance
with ASC 480, “Distinguishing Liabilities from Equity”.
Series N Senior Convertible Preferred Stock
Ranking. The series N senior convertible
preferred stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common
stock and each other class or series that is not expressly made senior to or on parity with the series N senior convertible preferred
stock; (ii) on parity with each class or series that is not expressly subordinated or made senior to the series N senior convertible preferred
stock; and (iii) junior to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company
and each class or series that is expressly made senior to the series N senior convertible preferred stock.
Dividend Rights. Holders of series N senior
convertible preferred stock are entitled to dividends at a rate per annum of 12.0% of the stated value ($4.00 per share); provided that
upon an event of default (as defined in the certificate of designation for the series N senior convertible preferred stock), such rate
shall increase by 8% per annum. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall
be payable quarterly in arrears on each dividend payment date in cash or common stock at the Company’s discretion. Dividends payable
in common stock shall be calculated based on a price equal to eighty percent (80%) of the volume weighted average price for the common
stock on the Company’s principal trading market (the “VWAP”) during the five (5) trading days immediately prior to the
applicable dividend payment date. At December 31, 2023, cumulative dividends on Series N Preferred Stock were $766,437.
Liquidation Rights. Subject to the rights
of creditors and the holders of any senior securities or parity securities (in each case, as defined in the certificate of designation),
upon any liquidation of the Company or its subsidiaries, before any payment or distribution of the assets of the Company (whether capital
or surplus) shall be made to or set apart for the holders of junior securities (as defined in the certificate of designation), including
the common stock, each holder of outstanding series N senior convertible preferred stock shall be entitled to receive an amount of cash
equal to 115% of the stated value of $4.00 per share, plus an amount of cash equal to all accumulated accrued and unpaid dividends thereon
(whether or not declared) to, but not including the date of final distribution to such holders.
Voting Rights. Holders of series N senior
convertible preferred stock do not have any voting rights; provided that, so long as any shares of series N senior convertible preferred
stock are outstanding, the affirmative vote of holders of a majority of the series N senior convertible preferred stock, which majority
must include SILAC Insurance Company so long as it holds any shares of series N senior convertible preferred stock, voting as a separate
class, shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate
of designation or prior to the Company’s (or Nova’s) creation or issuance of any parity securities or new indebtedness (as
defined in the certificate of designation); provided that the foregoing shall not apply to any financing transaction the use of proceeds
of which will be used to redeem the series N senior convertible preferred stock and the warrants issued in connection therewith. In addition,
the affirmative vote of holders of 66% of the series N senior convertible preferred stock, voting as a separate class, is required prior
to the Company’s (or Nova’s) creation or issuance of any senior securities.
Conversion Rights. Each shares of series
N senior convertible preferred stock, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the holder
thereof, at any time and from time to time, into such number of fully paid and nonassessable shares of common stock determined by dividing
the stated value ($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price of $900 per share
(subject to standard adjustments in the event of any stock splits, stock combinations, stock reclassifications, dividends paid in common
stock, sales of substantially all assets, mergers, consolidations or similar transactions); provided that in no event shall the holder
of any series N senior convertible preferred stock be entitled to convert any number of shares that upon conversion the sum of (i) the
number of shares of common stock beneficially owned by the holder and its affiliates and (ii) the number of shares of common stock issuable
upon the conversion of the series N senior convertible preferred stock with respect to which the determination of this proviso is being
made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the then outstanding common stock. This
limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’
prior notice to the Company.
Redemption Rights. The Company may redeem
the series N senior convertible preferred stock at any time by paying in cash therefore a sum equal to 115% of the stated value of $4.00
per share, plus the amount of accrued and unpaid dividends and any other amounts due pursuant to the terms of the certificate of designation.
In addition, any holder may require the Company to redeem some or all of its shares of series N senior convertible preferred stock on
the same terms after a period of twelve months from the date of issuance; provided, however, that such redemption right shall only be
exercisable if the Company raises at least $5,000,000 or the common stock is trading on the Nasdaq Stock Market or the New York Stock
Exchange.
Series R Convertible Preferred Stock
Ranking. The series R convertible preferred
stock ranks, with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock, series
B preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series I preferred stock, series J
preferred stock, series L preferred stock and to each other class or series that is not expressly made senior to or on parity with the
series R convertible preferred stock; (ii) on parity with each class or series that is not expressly subordinated or made senior to the
series R convertible preferred stock; and (iii) junior to the series N senior convertible preferred stock, series X senior convertible
preferred stock and to each other series of preferred stock and each class or series that is expressly made senior to the series R convertible
preferred stock, as well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
R convertible preferred stock are entitled to receive cumulative dividends in the amount of twelve percent (12%) per annum, payable quarterly.
In addition, holders of series R convertible preferred stock are entitled to receive dividends equal (on an as converted to common stock
basis) to and in the same form as dividends actually paid on shares of common stock when, as and if such dividends are paid on shares
of common stock. Any dividends that are not paid when due shall continue to accrue and shall entail a late fee, which must be paid in
cash, at the rate of 18% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from the missed
payment date through and including the date of actual payment in full. At December 31, 2023, cumulative dividends on Series R Preferred
Stock were $109,980.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series R convertible preferred stock shall
be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the stated value ($1,200), plus
any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing, for each share of series R convertible
preferred stock before any distribution or payment shall be made to the holders of any junior securities.
Voting Rights. The holders of series R
convertible preferred stock will vote together with the common stock on an as-converted basis. However, as long as any shares of series
R convertible preferred stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the
then outstanding shares of the series R convertible preferred stock, directly and/or indirectly (i) alter or change adversely the powers,
preferences or rights given to the series R convertible preferred stock or alter or amend the certificate of designation, (ii) authorize
or create any class of stock ranking as to redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu
with, the series R convertible preferred stock, or authorize or create any class of stock ranking as to dividends senior to, or otherwise
pari passu with, the series R convertible preferred stock, (iii) amend its articles of incorporation or other charter documents
in any manner that adversely affects any rights of the holders of the series R convertible preferred stock, (iv) increase the number of
authorized shares of series R convertible preferred stock, or (v) enter into any agreement with respect to any of the foregoing.
Conversion Rights. Each shares of series
R convertible preferred stock shall be convertible, at the option of the holder thereof, at any time and from time to time, into such
number of fully paid and nonassessable shares of common stock determined by dividing the stated value ($1,200 per share) by a conversion
price equal to the lower of (i) $75.0 and (ii) the lowest daily VWAP during the twenty (20) trading days immediately prior to the applicable
conversion date. Notwithstanding the foregoing, the Company shall not effect any conversion of the series R convertible preferred stock,
and a holder shall not have the right to convert any portion of the series R convertible preferred stock, to the extent that, after giving
effect to the conversion, such holder (together with such holder’s affiliates, and any persons acting as a group together with such
holder or any of such holder’s affiliates) would beneficially own in excess of 4.99% of the then outstanding common stock. The conversion
price is subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately
decreases or increases the common stock, as well as for mergers, business combinations and certain other fundamental transactions. In
addition, subject to certain exceptions, upon any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents
for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the holder may elect, in
its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of series R convertible preferred stock
then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis.
Participation Rights. Subject to certain
exceptions, upon a Subsequent Financing, a holder of at least 100 shares of series R convertible preferred stock shall have the right
to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions
and price provided for in the Subsequent Financing.
Company Redemption Rights. The Company
has the right to redeem all (but not less than all), shares of the series R convertible preferred stock issued and outstanding at any
time upon three (3) business days’ notice, at a redemption price per share equal to the product of (i) the Premium Rate multiplied
by (ii) the sum of (x) the stated value ($1,200), (y) all accrued but unpaid dividends, and (z) all other amounts due to the holder. “Premium
Rate” means (a) 1.1 if all of the series R convertible preferred stock is redeemed within ninety (90) calendar days from the issuance
date thereof; (b) 1.2 if all of the series R convertible preferred stock is redeemed after ninety (90) calendar days and within one hundred
twenty (120) calendar days from the issuance date thereof; (c) 1.3 if all of the series R convertible preferred stock is redeemed after
one hundred twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof; and (iv) 1.0
if all of the series R convertible preferred stock is redeemed after one hundred eighty (180) calendar days.
Redemption Upon Triggering Events. Upon
the occurrence of a Triggering Event (as defined below), each holder of series R convertible preferred stock shall (in addition to all
other rights it may have) have the right, exercisable at the sole option of such holder, to require the Company to (A) redeem all of the
series R convertible preferred stock then held by such holder for a redemption price, in cash, equal to the Triggering Redemption Amount
(as defined below), or (B) at the option of each holder either (i) redeem all of the series R convertible preferred stock then held by
such holder though the issuance to such holder of such number of shares of common stock equal to the quotient of (x) the Triggering Redemption
Amount, divided by (y) the lowest of (1) the conversion price, and (2) 75% of the average of the 10 VWAPs immediately prior to the date
of election, or (ii) increase the dividend rate on all of the outstanding series R convertible preferred stock held by such holder retroactively
to the initial issuance date to 18% per annum thereafter. “Triggering Redemption Amount” means, for each share of series R
convertible preferred stock, the sum of (a) the greater of (i) 130% of the stated value and (ii) the product of (y) the VWAP on the trading
day immediately preceding the date of the Triggering Event, multiplied by (z) the stated value divided by the then applicable conversion
price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages, late fees and other costs, expenses or amounts due
in respect of the series R convertible preferred stock including, but not limited to legal fees and expenses of legal counsel to the holder
in connection with, related to and/or arising out of a Triggering Event. A “Triggering Event” means any of the following events
(whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant
to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):
| · | the Company shall fail to deliver the shares of common stock issuable upon a conversion prior to the fifth
(5th) trading day after such shares are required to be delivered, or the Company shall provide written notice to any holder,
including by way of public announcement, at any time, of its intention not to comply with requests for conversion of any shares of series
R convertible preferred stock in accordance with the terms of the certificate of designation; |
| | |
| · | the Company shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In (as defined
in the certificate of designation) within five (5) trading days after notice therefor is delivered; |
| | |
| · | the Company shall fail to have available a sufficient number of authorized and unreserved shares of common
stock to issue to such holder upon a conversion; |
| | |
| · | unless specifically addressed elsewhere in the certificate of designation as a Triggering Event, the Company
shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of the Transaction
Documents (as defined in the certificate of designation), and such failure or breach shall not, if subject to the possibility of a cure
by the Company, have been cured within five (5) calendar days after the date on which written notice of such failure or breach shall have
been delivered; |
| | |
| · | the Company shall redeem junior securities or pari passu securities; |
| | |
| · | the Company shall be party to a Change of Control Transaction (as defined in the certificate of designation); |
| | |
| · | there shall have occurred a Bankruptcy Event (as defined in the certificate
of designation); |
| · | any monetary judgment, writ or similar final process shall be entered or filed against the Company, any
subsidiary or any of their respective property or other assets for more than $50,000 (provided that amounts covered by the Company’s
insurance policies are not counted toward this $50,000 threshold), and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of thirty (30) trading days; |
| | |
| · | the electronic transfer by the Company of shares of common stock through the Depository Trust Company
or another established clearing corporation once established subsequent to the date of the certificate of designation is no longer available
or is subject to a ‘freeze” and/or “chill;” or |
| | |
| · | any “Event of Default,” as defined in the Purchase Agreement (as defined in the certificate
of designation). |
Series X Senior Convertible Preferred Stock
Ranking. The series X senior convertible
preferred stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common
stock and each other class or series that is not expressly made senior to or on parity with the series X senior convertible preferred
stock; (ii) on parity with each class or series that is not expressly subordinated or made senior to the series X senior convertible preferred
stock; and (iii) junior to the series N senior convertible preferred stock, all indebtedness and other liabilities with respect to assets
available to satisfy claims against the Company and each class or series that is expressly made senior to the series X senior convertible
preferred stock.
Dividend Rights. Holders of series X senior
convertible preferred stock are entitled to dividends at a rate per annum of 10.0% of the stated value ($4.00 per share); provided that
upon an event of default (as defined in the certificate of designation for the series X senior convertible preferred stock), such rate
shall increase by 5% per annum. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall
be payable quarterly in arrears on each dividend payment date. At December 31, 2023, cumulative dividends on Series X Preferred Stock
were $190,685.
Liquidation Rights. Subject to the rights
of creditors and the holders of any senior securities, including the series N senior convertible preferred stock, or parity securities
(in each case, as defined in the certificate of designation), upon any liquidation of the Company or its subsidiaries, before any payment
or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of junior securities
(as defined in the certificate of designation), including the common stock, each holder of outstanding series N senior convertible preferred
stock shall be entitled to receive an amount of cash equal to 100% of the stated value of $4.00 per share, plus an amount of cash equal
to all accumulated accrued and unpaid dividends thereon (whether or not declared) to, but not including the date of final distribution
to such holders.
Voting Rights. Holders of series X senior
convertible preferred stock do not have any voting rights; provided that, so long as any shares of series X senior convertible preferred
stock are outstanding, the affirmative vote of holders of a majority of the series X senior convertible preferred stock, which majority
must include Leonite Capital LLC so long as it holds any shares of series X senior convertible preferred stock, voting as a separate class,
shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate
of designation or prior to the creation or issuance of any parity securities or new indebtedness (as defined in the certificate of designation);
provided that the foregoing shall not apply to any financing transaction the use of proceeds of which will be used to redeem the series
X senior convertible preferred stock and the warrants issued in connection therewith. In addition, the affirmative vote of holders of
66% of the series X senior convertible preferred stock, voting as a separate class, is required prior to the creation or issuance of any
senior securities.
Conversion Rights. Each shares of series
X senior convertible preferred stock, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the holder
thereof, at any time and from time to time, into such number of fully paid and nonassessable shares of common stock determined by dividing
the stated value ($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price equal to the lower
of (i) the lowest VWAP during the five (5) trading days immediately prior to the applicable conversion date and (ii) the price per share
paid in any subsequent financing (the “Fixed Price”). The Fixed Price is subject to standard adjustments in the event of any
stock splits, stock combinations, stock reclassifications, dividends paid in common stock, sales of substantially all assets, mergers,
consolidations or similar transactions, as well as a price based antidilution adjustment, pursuant to which, subject to certain exceptions,
if the Company issues common stock at a price lower than the Fixed Price, the Fixed Price shall decrease to such lower price. Notwithstanding
the foregoing, in no event shall the holder of any series X senior convertible preferred stock be entitled to convert any number of shares
that upon conversion the sum of (i) the number of shares of common stock beneficially owned by the holder and its affiliates and (ii)
the number of shares of common stock issuable upon the conversion of the series X senior convertible preferred stock with respect to which
the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99%
of the then outstanding common stock. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion,
upon not less than sixty-one (61) days’ prior notice to the Company.
Redemption Rights. Commencing on September
22, 2023, any holder may require the Company to redeem its shares by the payment in cash therefore of a sum equal to 100% of the stated
value of $4.00 per share, plus the amount of accrued and unpaid dividends and any other amounts due pursuant to the terms of the certificate
of designation; provided however, that in the event that the Company completes a public offering prior to the redemption date, then any
holder may only cause the Company to redeem any outstanding series X senior convertible preferred stock by paying such redemption price
in twelve (12) equal monthly installments with the first such payment due on the date that is six (6) months following the date that the
Company completes such public offering.
Non-redeemable Preferred Stock
Series A Preferred Stock
Ranking. The series A preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock and each other class or series that is not
expressly made senior to or on parity with the series A preferred stock; (ii) on parity with each class or series that is not expressly
subordinated or made senior to the series A preferred stock; and (iii) junior to the series B preferred stock, series C preferred stock,
series E preferred stock, series F-1 preferred stock, series I preferred stock, series J preferred stock, series L preferred stock, series
N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock and each other
series of preferred stock and each class or series that is expressly made senior to the series A preferred stock, as well as to all indebtedness
and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The series A preferred
stock is not entitled to participate in any distributions or payments to the holders of common stock or any other class of stock and shall
have no economic interest in the Company.
Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, a merger or consolidation of our company wherein
the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company, the holders of each share
of series A preferred stock shall be entitled to receive from any distribution of any of the assets or surplus funds of the Company, before
and in preference of any holder of shares of common stock, an amount equal to the stated value of $250. Once the holders receive the foregoing
from any such liquidation, dissolution or winding up, the holders shall not participate with the common stock or any other class of stock.
Voting Rights. Each share of series A preferred
stock shall have a number of votes at any time equal to (i) 25% of the number of votes then held or entitled to be made by all other equity
securities of the Company, including, without limitation, the common stock, plus (ii) one (1). The series A preferred stock shall vote
on any matter submitted to the holders of the common stock, or any other class of voting securities, for a vote, and shall vote together
with the common stock, or any class of voting securities, as applicable, on such matter for as long as the shares of series A preferred
stock are issued and outstanding. Notwithstanding the foregoing, the series A preferred stock shall not have the right to vote on any
matter as to which solely another series of preferred stock is entitled to vote pursuant to the Company’s amended and restated articles
of incorporation or a certificate of designation of such other series of preferred stock.
Transfer. Upon transfer of any share of
series A preferred stock, except for a transfer by the holder to an affiliate, whether such transfer is voluntary or involuntary, such
share of series A preferred stock shall automatically, and without any action being required by the Company or the holder, be converted
into one (1) share of common stock.
Other Rights. Holders of series A preferred
stock do not have any conversion (except as set forth above) or redemption rights.
Series B Preferred Stock
Ranking. The series B preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series B preferred stock; (ii) on parity with the series C
preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series B preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series B preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
B preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series B preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series B preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series B preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
B preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series B preferred stock shall be entitled to cast one (1) vote per
share of series B preferred stock held. Except as provided by law, the holders of series B preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series B preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series B preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series B preferred stock or alter or amend the certificate of designation for the series
B preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series B preferred stock.
Conversion Rights. Each share of series
B preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series B preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
B preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series B preferred stock, voting
together as a single class, each share of series B preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Redemption Rights. Holders of series B
preferred stock do not have any redemption rights.
Series C Preferred Stock
Ranking. The series C preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series C preferred stock; (ii) on parity with the series B
preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series C preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series C preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
C preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series C preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series C preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series C preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
C preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series C preferred stock shall be entitled to cast one (1) vote per
share of series C preferred stock held. Except as provided by law, the holders of series C preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series C preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series C preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series C preferred stock or alter or amend the certificate of designation for the series
C preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series C preferred stock.
Conversion Rights. Each share of series
C preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004. In addition, on the date
on which the shares of common stock are listed on a national stock exchange, including without limitation the New York Stock Exchange,
NYSE American or the Nasdaq Stock Market (any tier) (a “Listing Event”), all outstanding shares of series C preferred stock
shall be automatically converted into such number of shares of common stock as is determined by dividing $50,000 by the highest traded
or closing price on such date, which such shares of common stock shall be issued pro rata among the holders of the outstanding series
C preferred stock. Finally, upon the earlier to occur of: (a) the closing of the sale of shares of common stock to the public at a price
of at least $3.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar
recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement
under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company or (b) the date and time, or the occurrence
of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series C preferred
stock, voting together as a single class, each share of series C preferred stock shall be automatically converted into such number of
shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004. Such conversion
price is subject to standard adjustments in the event of any stock dividends, stock reclassifications and similar events (but not for
reverse stock splits).
Redemption Rights. If there is a Listing
Event, the Company shall have the right (but not the obligation) to redeem shares of series C preferred stock at a price per share of
$50,000.
Series E Preferred Stock
Ranking. The series E preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series E preferred stock; (ii) on parity with the series B
preferred stock, series C preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series E preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series E preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
E preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series E preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series E preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series E preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
E preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series E preferred stock shall be entitled to cast one (1) vote per
share of series E preferred stock held. Except as provided by law, the holders of series E preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series E preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series E preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series E preferred stock or alter or amend the certificate of designation for the series
E preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series E preferred stock.
Conversion Rights. Each share of series
E preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series E preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
E preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series E preferred stock, voting
together as a single class, each share of series E preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Series F-1 Preferred Stock
Ranking. The series F-1 preferred stock
ranks, with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each
other class or series that is not expressly made senior to or on parity with the series F-1 preferred stock; (ii) on parity with the series
B preferred stock, series C preferred stock, series E preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series F-1 preferred stock; and (iii) junior to the series I
preferred stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred
stock and to each other series of preferred stock and each class or series that is expressly made senior to the series F-1 preferred stock,
as well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
F-1 preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series F-1 preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series F-1 preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series F-1 preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
F-1 preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. Except as provided by law,
the holders of series F-1 preferred stock shall have no voting rights. However, as long as any shares of series F-1 preferred stock are
outstanding, the Company shall not, without the affirmative vote of the holders of a majority of outstanding series F-1 preferred stock,
(a) alter or change adversely the powers, preferences or rights given to the series F-1 preferred stock or alter or amend the certificate
of designation for the series F-1 preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or
other charter documents in any manner that adversely affects any rights of the holders of series F-1 preferred stock.
Conversion Rights. Each share of series
F-1 preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares
of common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series F-1 preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
F-1 preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series F-1 preferred stock, voting
together as a single class, each share of series F-1 preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Redemption Rights. Holders of series F-1
preferred stock do not have any redemption rights.
Series I Preferred Stock
Ranking. The series I preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock, series B preferred
stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock
and to each other class or series that is not expressly made senior to or on parity with the series I preferred stock; (ii) on parity
with each class or series that is not expressly subordinated or made senior to the series I preferred stock; and (iii) junior to the series
N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock and to each other
series of preferred stock and each class or series that is expressly made senior to the series I preferred stock, as well as to all indebtedness
and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
I preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series I preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series I preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series I preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
I preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series I preferred stock shall be entitled to cast five (5) votes per
share of series I preferred stock held. Except as provided by law, the holders of series I preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series I preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series I preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series I preferred stock or alter or amend the certificate of designation for the series
I preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series I preferred stock.
Conversion Rights. Each share of series
I preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series I preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
I preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $10,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series I preferred stock, voting
together as a single class, each share of series I preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Redemption Rights. Holders of series I
preferred stock do not have any redemption rights.
Series J Preferred Stock
Ranking. The series J preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series J preferred stock; (ii) on parity with the series B
preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series J preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series J preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
J preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series J preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series J preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series J preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
J preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series J preferred stock shall be entitled to cast one (1) vote per
share of series J preferred stock held. Except as provided by law, the holders of series J preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series J preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series J preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series J preferred stock or alter or amend the certificate of designation for the series
J preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series J preferred stock.
Conversion Rights. Each share of series
J preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series J preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
J preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series J preferred stock, voting
together as a single class, each share of series J preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Redemption Rights. Holders of series J
preferred stock do not have any redemption rights.
Series L Preferred Stock
Ranking. The series L preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series L preferred stock; (ii) on parity with the series B
preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock and each other
class or series that is not expressly subordinated or made senior to the series L preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series L preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
Dividend Rights. The holders of series
L preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series L preferred stock.
Liquidation Rights. Upon any liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series L preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series L preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
L preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.
Voting Rights. On any matter presented
to stockholders for their action or consideration, each holder of series L preferred stock shall be entitled to cast one (1) vote per
share of series L preferred stock held. Except as provided by law, the holders of series L preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series L preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series L preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series J preferred stock or alter or amend the certificate of designation for the series
L preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series L preferred stock.
Conversion Rights. Each share of series
L preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series L preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
L preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series L preferred stock, voting
together as a single class, each share of series L preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).
Redemption Rights. Holders of series L
preferred stock do not have any redemption rights.
Preferred Stock Transactions
During the year ended December 31, 2023, the Company
executed the following transactions:
| · | On May 25, 2023, the Company issued 3,150 shares of series B preferred stock to Zia Choe, Chief Accounting
Officer, for $25,000. |
| | |
| · | On July 24, 2023, the Company issued 5,000 shares of series E preferred stock as compensation for the
property manager of Edge View in exchange for a bonus of $5,000. |
During the year ended December 31, 2022, the Company
executed the following transactions:
| · | In the second quarter of 2022, 37,500 shares of series D preferred stock were cancelled and exchanged
for 37,500 shares of series B preferred stock and 37,500 shares of series H preferred stock were cancelled and exchanged for 37,500 shares
of series B preferred stock. |
| | |
| · | On September 7, 2022, the Company issued 818,750 shares of series J preferred stock in connection with
the acquisition of Nova. |
| | |
| · | On September 12, 2022, the Company issued 375,000 shares of series X senior convertible preferred stock
for $1,500,000. See Note 9 for further discussion. |
| | |
| · | On October 10, 2022, the Chief Operating Officer received 18,750 shares of series B preferred stock in
exchange for the settlement of employment at the fair value of $1 per share. |
| | |
| · | On October 31, 2022, the Company entered into a buyback agreement, pursuant to which the managers of AHI
purchased back AHI and returned 175,045 shares of series F preferred stock issued to them, which were remitted to treasury, in exchange
for 67,500 shares of series B preferred stock. There was a loss on disposal in the amount of $217,769 which represented net assets and
liabilities at the time of sale back. |
| · | On November 11, 2022, the Company issued 15,000 shares of series B preferred stock to a third party in
exchange for $15,000 at the fair value of $1 per share. |
| | |
| · | On December 15, 2022, the Company issued 10,000 shares of series B preferred stock to a third party in
exchange for $10,000 at the fair value of $1 per share. |
Common Stock
During the year ended December 31, 2023, the Company
issued 13,068 shares of common stock upon the conversion of certain convertible notes.
During the year ended December 31, 2022, as part
of the Red Rock settlement, the Company issued 8,782 shares of common stock. The settlement also required the previous owners to relinquish
3,500 shares of common stock before a 1 for 75,000 reverse split resulting in a gain to the Company of $35,097. The Red Rock settlement
also required the previous owners to relinquish warrants for 25,000 shares of common stock. See also Note 10.
|
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v3.24.1
WARRANTS
|
12 Months Ended |
Dec. 31, 2023 |
Warrants |
|
WARRANTS |
The table below sets forth warrant activity during
the years ended December 31, 2023 and 2022:
Schedule of warrant activity | |
| | | |
| | |
| |
Number of Warrants | | |
Weighted Average Exercise Price | |
Balance at January 1, 2023 | |
| 3,141 | | |
$ | 0.015 | |
Granted | |
| – | | |
| – | |
Exercised | |
| – | | |
| – | |
Expired | |
| (1 | ) | |
| 0.0146 | |
Balance at December 31, 2023 | |
| 3,140 | | |
| 0.015 | |
Warrants Exercisable at December 31, 2023 | |
| 3,140 | | |
$ | 0.015 | |
| |
Number of Warrants | | |
Weighted Average Exercise Price | |
Balance at January 1, 2022 | |
| 3,259 | | |
$ | 0.02 | |
Granted | |
| – | | |
| – | |
Exercised | |
| – | | |
| – | |
Expired | |
| (118 | ) | |
| 0.146 | |
Balance at December 31, 2022 | |
| 3,141 | | |
| 0.015 | |
Warrants Exercisable at December 31, 2022 | |
| 3,141 | | |
$ | 0.015 | |
As a result of the settlement agreement with
Red Rock on July 29, 2022, the Company required the previous owners to relinquish warrants for 25,000 shares of common stock. The warrants
were returned and cancelled during the second quarter of 2023. There was no impact on the consolidated financial statements as of December
31, 2022.
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v3.24.1
DISCONTINUED OPERATIONS
|
12 Months Ended |
Dec. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] |
|
DISCONTINUED OPERATIONS |
| 11. | DISCONTINUED OPERATIONS |
Platinum Tax
On November 10, 2023, the Company sold Platinum
Tax, which was a full-service tax resolution firm located in Los Angeles, California. Through this subsidiary the Company provided fee-based
tax resolution services to individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding
tax debts. As part of the Asset Purchase Agreement between us and the purchaser, the assets that were purchased included substantially
all assets, rights, interests, and licenses except for banks accounts in place prior to the sale for the purchase consideration of 15%
of cash collected by the purchaser within one year following the sale date.
The Company and the managers of AHI entered into
a resignation, release and buyback agreement and addendum, effective October 31, 2022, pursuant to which the managers purchased AHI in
exchange for returning 175,045
shares of series F preferred stock. There was a loss on disposal in the amount of $217,769
on October 31, 2022, which represented net assets and liabilities at the time of sale back.
Schedule of discontinued operations | |
| | | |
| | |
| |
December 31, | |
Net liabilities of discontinued operations | |
2023 | | |
2022 | |
Cash | |
$ | 342 | | |
$ | 7,717 | |
Accounts receivable | |
| 300 | | |
| 860 | |
Accounts payable and accrued expenses | |
| 238,285 | | |
| 159,700 | |
Net liabilities of discontinued operations | |
$ | (237,643 | ) | |
$ | (151,123 | ) |
| |
| | | |
| | |
| |
Year Ended December 31, | |
Gain (Loss) from discontinued operations | |
2023 | | |
2022 | |
Revenue | |
$ | 307,366 | | |
$ | 1,438,294 | |
Cost of sales | |
| (59,453 | ) | |
| (462,556 | ) |
Selling, general and administrative expenses | |
| (332,005 | ) | |
| (1,094,121 | ) |
Interest expense | |
| (2,428 | ) | |
| (44,027 | ) |
Impairment of Goodwill | |
| – | | |
| (2,092,048 | ) |
Loss on divestiture of subsidiary | |
| – | | |
| (217,769 | ) |
Gain no change in estimate | |
| – | | |
| (4,474 | ) |
Gain on reversal of Red Rock liability | |
| – | | |
| 510,418 | |
Loss on settlement | |
| – | | |
| (212,600 | ) |
Loss from discontinued operations | |
$ | (86,520 | ) | |
$ | (2,178,883 | ) |
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v3.24.1
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET
|
12 Months Ended |
Dec. 31, 2023 |
Goodwill And Identifiable Intangible Assets Net |
|
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET |
| 12. | GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET |
The Company reviews goodwill for impairment on
a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.
During the year ended December 31, 2023, the Company determined there to be no impairment, and during the year ended December 31, 2022,
the Company recognized goodwill impairment in the amount of $2,092,048, which was recorded to its former financial services segment now
reflected in discontinued operations. The Company based this decision on impairment testing of the underlying assets, expected cash flows,
decreased asset value and other factors.
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v3.24.1
COMMITMENTS AND CONTINGENCIES
|
12 Months Ended |
Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
| 13. | COMMITMENTS AND CONTINGENCIES |
Leases
ASC 842, “Leases”, requires that a
lessee recognize the assets and liabilities that arise from operating leases, A lessee should recognize in the statement of financial
position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying
asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by
class of underlying asset not to recognize lease assets and lease liabilities. In transaction, lessees and lessors are required to recognize
and measure leases at either the effective date (the “effective date method”) or the beginning of the earliest period presented
(the “comparative method”) using a modified retrospective approach. Under the effective date method, the Company’s comparative
period reporting is unchanged. In contrast, under the comparative method, the Company’s date of initial application is the beginning
of the earliest comparative period presented, and the Topic 842 transition guidance is then applied to all comparative periods presented.
Further, under either transition method, the standard includes certain practical expedients intended to ease the burden of adoption. The
Company adopted ASC 842, January 1, 2020, using the effective date method and elected certain practical expedients allowing the Company
not to reassess:
| · | whether expired or existing contracts contain leases under the new definition of a lease; |
| | |
| · | lease classification for expired or existing leases; and |
| | |
| · | whether previously capitalized initial direct costs would qualify for capitalization under Topic 842. |
The Company also made the accounting policy decision
not to recognize lease assets and liabilities for leases with a term of 12 months or less.
The Company leases ten medical facilities and
one vehicle as operating leases as of December 31, 2023. The Company recorded operating lease expenses of $291,040 and $301,321 for the
years ended December 31, 2023 and 2022, respectively.
The Company has operating leases with future
commitments as follows:
Schedule of operating leases | |
| | |
| |
Amount | |
2024 | |
$ | 157,669 | |
2025 | |
| 95,774 | |
2026 | |
| 23,282 | |
Total | |
$ | 276,725 | |
The following table summarizes supplemental information
about the Company’s leases:
Schedule of supplemental information
about leases |
|
|
|
|
Weighted-average remaining lease term |
|
|
1.9 years |
|
Weighted-average discount rate |
|
|
% |
|
Employees
The Company agreed to pay $360,000 per year and
$200,000 of targeted annual incentives to the Chief Executive Officer based on his employment agreement since July 1, 2020, of which currently
50% is paid in cash and 50% is accrued. The total outstanding accrued compensation as of December 31, 2023 and 2022 were $2,365,500 and
$1,870,500, respectively.
The Company agreed to pay $360,000 per year and
$200,000 of targeted annual incentives to the Chairman of the Board based on his employment agreement since July 1, 2020, of which currently
50% is paid in cash and 50% is accrued. The total outstanding accrued compensation as of December 31, 2023 and December 31, 2022 were
$2,350,500 and $1,863,000, respectively.
The Company agreed to pay $156,000 per year to
the previous Chief Financial Officer based on his amended employment agreement executed on May 15, 2021. The total outstanding accrued
compensation as of December 31, 2023 and December 31, 2022 was $17,057 and $17,057, respectively.
The Company entered into a management agreement
effective May 31, 2021 for compensation to the principals of Nova in the form of an annual base salaries of $372,000
to one of the three doctors, $450,000
to the second, and $372,000
to the third doctor. Collectively, as a group, such principals will receive an annual cash bonus and stock equity set forth below,
which will be conditioned upon the Company achieving 100% of the annual objectives of financial performance goals as set forth below.
For the year ended December 31, 2023 the Company recorded $0 in annual cash bonus as financial
performance objectives were not achieved.
Schedule of annual objectives of financial performance |
|
|
|
Year |
Minimum Annual Nova EBITDA |
Cash Annual Bonus |
Series J Preferred Stock |
2021 |
$2.0M |
$120,000 |
120,000 Shares |
2022 |
$2.4M |
$150,000 |
135,000 Shares |
2023 |
$3.7M |
$210,000 |
150,000 Shares |
2024 |
$5.5M |
$300,000 |
180,000 Shares |
2025 |
$8.0M |
$420,000 |
210,000 Shares |
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.24.1
LEGAL PROCEEDINGS
|
12 Months Ended |
Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
LEGAL PROCEEDINGS |
From time to time, the Company may become involved
in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. Management is
not currently aware of any such legal proceedings or claims that it believes will have a material adverse effect on the Company’s
business, financial condition, or operating results.
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v3.24.1
INCOME TAXES
|
12 Months Ended |
Dec. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
INCOME TAXES |
At December 31, 2023, the Company had federal
and state net operating loss carry forwards of approximately $24 million that expire in various years through the year 2039. Due to carryforwards
of past net operating losses, there is no provision for current federal or state income taxes for the years ended December 31, 2023 and
2022.
Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for
federal and state income tax purposes.
The Company’s deferred tax asset at December
31, 2023 and 2022 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately
$5,291,000 and $5,991,000, respectively, less a valuation allowance in the amount of approximately $5,291,000 and $5,991,000, respectively.
Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in both
2023 and 2022. The valuation allowance decreased by approximately $0.7 million from the year ended December 31, 2022.
The Company’s total deferred tax asset
as of December 31, 2023 and 2022 is as follows:
Schedule of deferred tax assets | |
| | | |
| | |
| |
2023 | | |
2022 | |
Deferred tax assets | |
$ | 5,291,000 | | |
$ | 5,991,000 | |
Valuation allowance | |
| (5,291,000 | ) | |
| (5,991,000 | ) |
Net deferred tax asset | |
$ | – | | |
$ | – | |
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.24.1
SEGMENT REPORTING
|
12 Months Ended |
Dec. 31, 2023 |
Segment Reporting [Abstract] |
|
SEGMENT REPORTING |
As of December 31, 2023, the Company had two reportable
operating segments as determined by management using the “management approach” as defined by the authoritative guidance on
Disclosures about Segments of an Enterprise and Related Information.
| (1) | Healthcare (Nova) |
| (2) | Real Estate (Edge View) |
These segments are a result of differences in
the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting,
human resources, legal and credit and collections, are partially allocated to the three operating segments. Other revenue consists of
nonrecurring items.
The healthcare segment provides a full range of
diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments,
and nerves.
The real estate segment consists of Edge View,
a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned
high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres
zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common
area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.
Management uses numerous tools and methods to
evaluate and measure of its subsidiaries’ success. To help succeed, management retains the prior owners of the subsidiaries and
allow them to do what they do best is run the business. Additionally, management monitors key metrics primarily revenues and net income
from operations.
Schedule of segment reporting | |
| | | |
| | |
| |
As of December 31, | |
Asset: | |
2023 | | |
2022 | |
Healthcare | |
$ | 18,955,991 | | |
$ | 12,692,531 | |
Real Estate | |
| 587,456 | | |
| 592,557 | |
Others | |
| 1,202,364 | | |
| 59,691 | |
Consolidated assets | |
$ | 20,745,811 | | |
$ | 13,344,780 | |
| |
Years Ended December 31, | |
| |
2023 | | |
2022 | |
Revenues: | |
| | | |
| | |
Healthcare | |
$ | 11,853,266 | | |
$ | 10,693,196 | |
Real Estate | |
| – | | |
| – | |
Consolidated revenues | |
$ | 11,853,266 | | |
$ | 10,693,196 | |
| |
| | | |
| | |
Cost of Sales: | |
| | | |
| | |
Healthcare | |
$ | 3,560,624 | | |
$ | 4,060,034 | |
Real Estate | |
| – | | |
| – | |
Consolidated cost of sales | |
$ | 3,560,624 | | |
$ | 4,060,034 | |
| |
| | | |
| | |
Income from operations from subsidiaries | |
| | | |
| | |
Healthcare | |
$ | 7,300,849 | | |
$ | 5,845,052 | |
Real Estate | |
| (3,716 | ) | |
| (19,345 | ) |
Income from operations from subsidiaries | |
$ | 7,297,133 | | |
$ | 5,825,707 | |
| |
| | | |
| | |
Loss from operations from Cardiff Lexington | |
$ | (2,102,088 | ) | |
$ | (1,918,818 | ) |
Total income (loss) from operations | |
$ | 5,195,045 | | |
$ | 3,906,889 | |
| |
| | | |
| | |
Income (Loss) before taxes | |
| | | |
| | |
Healthcare | |
$ | 5,973,233 | | |
$ | 74,880 | |
Real Estate | |
| (3,716 | ) | |
| (19,345 | ) |
Corporate, administration and other non-operating expenses | |
| (2,941,123 | ) | |
| (5,485,056 | ) |
Consolidated income (loss) before taxes | |
$ | 3,028,394 | | |
$ | (5,429,521 | ) |
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v3.24.1
SUBSEQUENT EVENTS
|
12 Months Ended |
Dec. 31, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
The Company has evaluated its operations subsequent
to December 31, 2023 to the date these consolidated financial statements were available to be issued and determined the following subsequent
events and transactions required disclosure in these consolidated financial statements.
On January 11, 2024, the Company issued 1,222
shares of common stock upon the conversion of a convertible note in the amount of $1,680.
On January 31, 2024, the Company issued 7,500
shares of series I preferred stock to the Company’ executives.
On March 5, 2024, the Company issued 7,500 shares
of common stock to John Nesbett for professional services provided.
On March 13, 2024, the Company paid $50,000 to
the noteholder for the accrued interest on Notes 40-1.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.24.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
Organization and Nature of Operations |
Organization and Nature of Operations
Cardiff Lexington Corporation (“Cardiff”)
was originally incorporated on September 3, 1986 in Colorado as Cardiff International Inc. On November 10, 2005, Cardiff merged with Legacy
Card Company, LLC and changed its name to Cardiff Lexington Corporation. On August 27, 2014, Cardiff redomiciled and became a corporation
under the laws of Florida. On April 13, 2021, Cardiff redomiciled and became a corporation under the laws of Nevada.
Cardiff is an acquisition holding company focused
on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership
to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for stockholders.
All of Cardiff’s operations are conducted through, and its income derived from, its various subsidiaries, which includes:
| · | We Three, LLC dba Affordable Housing Initiative (“AHI”), which was acquired on May 15, 2014
and sold on October 31, 2022; |
| | |
| · | Edge View Properties, Inc. (“Edge View”), which was acquired on July 16, 2014; |
| | |
| · | Platinum Tax Defenders (“Platinum Tax”), which was acquired on July 31, 2018 and sold on November
10, 2023; and |
| | |
| · | Nova Ortho and Spine, LLC (“Nova”), which was acquired on May 31, 2021. |
|
Principles of Consolidation |
Principles of Consolidation
The consolidated financial statements include
the accounts of Cardiff and its wholly owned subsidiaries, AHI, Edge View, Platinum Tax and Nova (collectively, the “Company”).
Subsidiaries shown as discontinued operations include AHI and Platinum Tax. All significant intercompany accounts and transactions are
eliminated in consolidation. Subsidiaries discontinued are shown as discontinued operations.
|
Reverse Stock Split |
Reverse Stock Split
On January 9, 2024, the Company effected a 1-for-75,000
reverse split of its outstanding common stock. All outstanding shares of common stock and warrant to purchase common stock were adjusted
to reflect the 1-for-75,000 reverse split, with respective exercise prices of the warrants proportionately increased. The conversion prices
of the outstanding convertible notes and certain series of preferred stock were adjusted to reflect a proportional decrease in the number
of shares of common stock to be issued upon conversion.
All share and per share data throughout these
consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. The total number of authorized
shares of common stock did not change. As a result of the reverse stock split, an amount equal to the decreased value of the common stock
was reclassified from “common stock” to “additional paid-in capital.”
|
Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity
with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates.
Accordingly, actual results could differ from those estimates.
|
Accounts Receivable |
Accounts Receivable
The Company adopted ASU 2016-13, “Financial
Instruments – Credit Losses.” In accordance with this standard, the Company recognizes an allowance for credit losses for
its trade receivables to present the net amount expected to be collected as of the balance sheet date. This allowance is based on the
credit losses expected to arise over the life of the asset and are based on Current Expected Credit Losses. Accounts receivable is reported
on the balance sheet at the net amounts expected to be collected by the Company. Management closely monitors outstanding accounts receivable
and recognized an additional allowance for credit losses in the amount of $122,190 and $0 as of December 31, 2023 and 2022, respectively.
As of December 31, 2023 and 2022, the Company had net accounts receivable of $13,305,254 and $6,603,920 respectively. Accounts receivables
are primarily generated from subsidiaries in their normal course of business.
|
Property and Equipment |
Property and Equipment
Property and equipment are carried at cost. Expenditures
for renewals and betterments that extend the useful lives of property, equipment or leasehold improvements are capitalized. Expenditures
for maintenance and repairs are charged to expense as incurred. Depreciation is calculated using the straight-line method for financial
reporting purposes based on the following estimated useful lives:
Schedule of estimated useful lives |
|
Classification |
Useful Life |
Equipment, furniture, and fixtures |
5 - 7 years |
Medical equipment |
10 years |
Leasehold improvements |
10 years or lease term, if shorter |
|
Goodwill and Other Intangible Assets |
Goodwill and Other Intangible Assets
Goodwill and indefinite-lived assets are not amortized
but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company’s impairment testing
of goodwill is performed separately from its impairment testing of indefinite-lived intangibles. The Company reviews goodwill for impairment
on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be
recoverable. Goodwill is tested first for impairment based on qualitative factors on an annual basis or in between if an event occurs
or circumstances change that indicate the fair value may be below its carrying amount, otherwise known as a ‘triggering event’.
An assessment is made of these qualitative factors as such to determine whether it is more likely than not the fair value is less than
the carry amount, including goodwill. The annual evaluation for impairment of indefinite-lived intangibles and, if then needed after the
first step, Goodwill, is based on valuation models that incorporate assumptions and internal projections of expected future cash flows
and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants.
For the year ended December 31, 2023, the Company determined there to be no impairment. For the year ended December 31, 2022, the Company
recognized goodwill impairment in the amount of $2,092,048 in its former financial services segment, which is now reflected in discontinued
operations. 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 cash flows expected to be generated by the assets. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets.
|
Revenue Recognition |
Revenue Recognition
The Company’s primary source of revenue
is its healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures. Revenue is recognized
at a point in time in accordance with ASC 606. The Company’s healthcare subsidiary does not have contract liabilities or deferred
revenue as there are no amounts prepaid for services. The Company applies the following five-step ASC 606 model to determine revenue recognition:
| · | Identification of a contract with a customer |
| | |
| · | Identification of the performance obligations in the contact |
| | |
| · | Determination of the transaction price |
| | |
| · | Allocation of the transaction price to the separate performance obligations |
| | |
| · | Recognition of revenue when performance obligations are satisfied. |
The Company applies the five-step model when it
is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers
to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses services
promised within each contract and determines those that are a performance obligation and assesses whether each promised service is distinct.
The Company’s contracts for both its contract
and service fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual
services is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction
price is allocated to this single performance obligation.
Accordingly, the Company recognizes revenues (net)
when the patient receives orthopedic care services. The Company’s patient service contracts generally have performance obligations
which are satisfied at a point in time. The performance obligation is for onsite or off-site care provided. Patient service contracts
are generally fixed-price, and the transaction price is in the contract. Revenue is recognized when obligations under the terms of the
contract with our patients are satisfied; generally, at the time of patient care.
Established billing rates are not the same as
actual amounts recovered for the Company’s healthcare subsidiary. They generally do not reflect what the Company is ultimately
paid by the customer, insurance carriers and other payors, and therefore are not reported in the consolidated financial statements at
that rate. The Company is typically paid amounts based on established charges per procedure with guidance from the annually
updated Current Procedural Terminology (“CPT”) guidelines (a code set maintained by the American Medical Association through
the CPT Editorial Panel), that designates relative value units and a suggested range of charges for each procedure which is then assigned
a CPT code.
This fee is discounted to reflect the percentage
paid to the Company “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay, and contractual
adjustments which are deducted from the calculated fee. The net revenue is recorded at the time the services are rendered.
|
Contract Fees (Non-PIP) |
Contract Fees (Non-PIP)
The Company has contract fees for amounts earned
from its Non-Personal Injury Protection (“PIP”) related procedures, typically car accidents, and are collected on a contingency
basis. Historically, these cases were sold to a factor who bears the risk of economic benefit or loss. After selling patient cases to
the factor, any additional funds collected by the Company were remitted to the factor.
|
Service Fees – Net (PIP) |
Service Fees – Net (PIP)
The Company generates services fees from performing
various procedures on the date the services are performed. These services primarily include slip and falls as well as smaller nominal
Non-PIP services. Fees are collected primarily from third party insurance providers. These revenues are based on established insurance
billing rates, less allowances for contractual adjustments and uncollectible amounts. These contractual adjustments vary by insurance
company and self-pay patients. The Company computes these contractual adjustments and collection allowances based on its historical collection
experience.
Completing the paperwork for each case and preparing
it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed electronically
except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four weeks from electronic
filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional information.
The Company’s healthcare revenues are generated
from professional medical billings including facility and anesthesia services. With respect to facility and anesthesia services, the Company
is the primary obligor as the facility and anesthesia services are considered part of one integrated performance obligation. Historically
the Company receives 49% of collections from total gross billed. Accordingly, the Company recognized net healthcare service revenue as
49% of gross billed amounts. Historical collection rates are estimated using the most current prior 12-month historical payment and collection
percentages.
Historically through April 2023, the Company’s
healthcare subsidiary has had contractual medical receivable sales and purchase agreements with third party factors which result in approximately
54% reduction from the accounts receivables amounts when a receivable is sold to the factors. The Company evaluated the factored adjustments
considering the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that were factored
were recorded in finance charges as other expenses on the consolidated statement of operations.
|
Advertising Costs |
Advertising Costs
Advertising costs are expensed as incurred. Advertising
costs are included as a component of cost of sales in the consolidated statements of operations and changes in stockholders’ equity.
The Company recognized advertising and marketing expense of $126,670 and $233,798 for the years ended December 31, 2023 and 2022, respectively.
|
Fair Value Measurements |
Fair Value Measurements
Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment
associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about
market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair
value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy
are described below:
|
Level 1 |
Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. |
|
|
|
|
Level 2 |
Inputs,
other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at
the measurement date. |
|
|
|
|
Level 3 |
Unobservable
inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement
date. |
|
Distinguishing Liabilities from Equity |
Distinguishing Liabilities from Equity
The Company accounts for its series N senior convertible
preferred stock, series R convertible preferred stock, and series X senior convertible preferred stock subject to possible redemption
in accordance with ASC 480, “Distinguishing Liabilities from Equity”. Conditionally redeemable preferred shares are classified
as temporary equity within the Company’s consolidated balance sheet.
|
Stock-Based Compensation |
Stock-Based Compensation
The Company accounts for its stock-based compensation
in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of
the fair value recognition provisions of section 718-10-30 of the FASB ASC. Pursuant to paragraph 718-10-30-6 of the FASB ASC, all transactions
in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value
of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
The measurement date used to determine the fair
value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable
that performance will occur.
Generally, all forms of share-based payments,
including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on
the awards’ grant date, based on estimated number of awards that are ultimately expected to vest.
The expense resulting from share-based payments
is recorded in general and administrative expense in the consolidated statements of operations.
|
Income Taxes |
Income Taxes
Income taxes are determined in accordance with
ASC Topic 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how
companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to
be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely
than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be
measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the
tax authority assuming full knowledge of the position and relevant facts.
For the years ended December 31, 2023 and 2022,
the Company did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain
tax positions.
|
Income (Loss) per Share |
Income (Loss) per Share
FASB ASC Subtopic 260, Earnings Per Share,
provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per common share is computed
by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares
of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been
outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options,
warrants, and debts convertible into common stock. The dilutive effect of stock options and warrants are reflected in diluted earnings
per common share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of
the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. The diluted effect of debt
convertibles is reflected utilizing the if converted method.
|
Going Concern |
Going Concern
The accompanying consolidated financial statements
have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and
liabilities and commitments in the normal course of business. The Company had previously sustained operating losses since its inception,
has an accumulated deficit of $68,684,115 and $70,932,435, respectively, as of December 31, 2023 and 2022. We had negative cash flow from
operations of $1,807,987 and $1,099,461 during the years ended December 31, 2023 and 2022. These factors raise a substantial doubt about
the Company’s ability to continue as a going concern. The accompanying 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.
|
Recent Accounting Standards |
Recent Accounting Standards
The FASB issued ASU 2023-07 on November
27, 2023. The amendments “improve reportable segment disclosure requirements, primarily through enhanced disclosures about
significant segment expenses.” In addition, the amendments enhance interim disclosure requirements, clarify circumstances in
which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities
with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable
“investors to better understand an entity’s overall performance” and assess “potential future cash
flows.” The Management is evaluating the impact of ASU 2023-07 on the consolidated financial statements and does not expect
there to be any changes or impact to the financial statements.
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v3.24.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
Schedule of estimated useful lives |
Schedule of estimated useful lives |
|
Classification |
Useful Life |
Equipment, furniture, and fixtures |
5 - 7 years |
Medical equipment |
10 years |
Leasehold improvements |
10 years or lease term, if shorter |
|
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v3.24.1
RESTATEMENT AND REVISION OF FINANCIAL STATEMENTS (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Changes and Error Corrections [Abstract] |
|
Schedule of restated financial information |
Schedule of restated financial information | |
| | | |
| | | |
| | | |
| | |
|
|
| |
Impact of correction of error | |
December 31, 2021 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
| | | |
$ | 15,297,039 | | |
$ | – | | |
$ | 15,297,039 | |
| |
| | | |
| | | |
| | | |
| | |
Total liabilities | |
| | | |
| 11,439,675 | | |
| – | | |
| 11,439,675 | |
| |
| | | |
| | | |
| | | |
| | |
Mezzanine equity | |
| | | |
| 3,125,004 | | |
| 245,520 | | |
| 3,370,524 | |
| |
| | | |
| | | |
| | | |
| | |
Total stockholders' equity | |
| | | |
$ | 732,360 | | |
$ | (245,520 | ) | |
$ | 486,840 | |
| |
Impact of correction of error | |
December 31, 2022 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 13,344,780 | | |
$ | – | | |
$ | 13,344,780 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 10,189,585 | | |
| – | | |
| 10,189,585 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 4,625,002 | | |
| 274,982 | | |
| 4,899,984 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | (1,469,809 | ) | |
$ | (274,982 | ) | |
$ | (1,744,791 | ) |
| |
Impact of correction of error | |
March 31, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 14,284,585 | | |
$ | – | | |
$ | 14,284,585 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 10,745,097 | | |
| – | | |
| 10,745,097 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 5,171,861 | | |
| 283,118 | | |
| 5,454,979 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | (1,632,373 | ) | |
$ | (283,118 | ) | |
$ | (1,915,491 | ) |
| |
Impact of correction of error | |
June 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 16,053,519 | | |
$ | – | | |
$ | 16,053,519 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 11,672,952 | | |
| – | | |
| 11,672,952 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 5,297,605 | | |
| 291,345 | | |
| 5,588,950 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | (917,038 | ) | |
$ | (291,345 | ) | |
$ | (1,208,383 | ) |
| |
Impact of correction of error | |
September 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Total assets | |
$ | 18,518,727 | | |
$ | – | | |
$ | 18,518,727 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 12,102,942 | | |
| – | | |
| 12,102,942 | |
| |
| | | |
| | | |
| | |
Mezzanine equity | |
| 5,440,434 | | |
| 299,662 | | |
| 5,740,096 | |
| |
| | | |
| | | |
| | |
Total stockholders' equity | |
$ | 975,351 | | |
$ | (299,662 | ) | |
$ | 675,689 | |
ii. Consolidated statement of operations
| |
Impact of correction of error | |
Year ended December 31, 2021 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the year | |
$ | 666,293 | | |
$ | – | | |
$ | 666,293 | |
Preferred stock dividends | |
$ | (201,782 | ) | |
$ | (47,520 | ) | |
$ | (249,302 | ) |
Net income attributable to common shareholders | |
$ | 464,511 | | |
$ | (47,520 | ) | |
$ | 416,991 | |
Basic and diluted earnings (loss) per share for continuing operations | |
$ | 272 | | |
$ | (28 | ) | |
$ | 244 | |
| |
Impact of correction of error | |
Year ended December 31, 2022 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net loss for the year | |
$ | (5,429,521 | ) | |
$ | – | | |
$ | (5,429,521 | ) |
Preferred stock dividends | |
$ | (307,188 | ) | |
$ | (76,982 | ) | |
$ | (384,170 | ) |
Net loss attributable to common shareholders | |
$ | (5,736,709 | ) | |
$ | (76,982 | ) | |
$ | (5,813,691 | ) |
Basic and diluted earnings (loss) per share for continuing operations | |
$ | (994 | ) | |
$ | (5 | ) | |
$ | (999 | ) |
| |
Impact of correction of error | |
Three months ended March 31, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net loss for the period | |
$ | (15,991 | ) | |
$ | – | | |
$ | (15,991 | ) |
Preferred stock dividends | |
$ | (336,811 | ) | |
$ | (8,136 | ) | |
$ | (344,947 | ) |
Net loss attributable to common shareholders | |
$ | (352,802 | ) | |
$ | (8,136 | ) | |
$ | (360,938 | ) |
Basic and diluted earnings (loss) per share for continuing operations | |
$ | (30 | ) | |
$ | (1 | ) | |
$ | (31 | ) |
| |
Impact of correction of error | |
Three months ended June 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the period | |
$ | 816,078 | | |
$ | – | | |
$ | 816,078 | |
Preferred stock dividends | |
$ | (125,744 | ) | |
$ | (8,227 | ) | |
$ | (133,971 | ) |
Net income attributable to common shareholders | |
$ | 690,334 | | |
$ | (8,227 | ) | |
$ | 682,107 | |
Basic earnings per share for continuing operations | |
$ | 56 | | |
$ | (1 | ) | |
$ | 55 | |
Diluted earnings per share for continuing operations | |
$ | (21 | ) | |
$ | 26 | | |
$ | 5 | |
| |
Impact of correction of error | |
Six months ended June 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the period | |
$ | 800,087 | | |
$ | – | | |
$ | 800,087 | |
Preferred stock dividends | |
$ | (462,555 | ) | |
$ | (16,363 | ) | |
$ | (478,918 | ) |
Net income attributable to common shareholders | |
$ | 337,532 | | |
$ | (16,363 | ) | |
$ | 321,169 | |
Basic earnings per share for continuing operations | |
$ | 28 | | |
$ | (1 | ) | |
$ | 27 | |
Diluted earnings per share for continuing operations | |
$ | (16 | ) | |
$ | 20 | | |
$ | 4 | |
| |
Impact of correction of error | |
Three months ended September 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the period | |
$ | 1,981,520 | | |
$ | – | | |
$ | 1,981,520 | |
Preferred stock dividends | |
$ | (142,829 | ) | |
$ | (8,317 | ) | |
$ | (151,146 | ) |
Net income attributable to common shareholders | |
$ | 1,838,691 | | |
$ | (8,317 | ) | |
$ | 1,830,374 | |
Basic earnings per share for continuing operations | |
$ | 137 | | |
$ | (1 | ) | |
$ | 136 | |
Diluted earnings per share for continuing operations | |
$ | 1 | | |
$ | 1 | | |
$ | 2 | |
| |
Impact of correction of error | |
Nine months ended September 30, 2023 | |
As previously reported | | |
Adjustments | | |
As restated | |
| |
| | |
| | |
| |
Net income for the year | |
$ | 2,781,608 | | |
$ | – | | |
$ | 2,781,608 | |
Preferred stock dividends | |
$ | (605,384 | ) | |
$ | (24,681 | ) | |
$ | (630,065 | ) |
Net income attributable to common shareholders | |
$ | 2,176,224 | | |
$ | (24,681 | ) | |
$ | 2,151,543 | |
Basic earnings per share for continuing operations | |
$ | 167 | | |
$ | (2 | ) | |
$ | 165 | |
Diluted earnings per share for continuing operations | |
$ | 2 | | |
$ | 1 | | |
$ | 3 | |
|
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v3.24.1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Payables and Accruals [Abstract] |
|
Schedule of accounts payable and accrued expenses |
Schedule of accounts payable and accrued expenses | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Accounts payable | |
$ | 720,774 | | |
$ | 342,331 | |
Accrued credit cards | |
| 26,645 | | |
| 6,994 | |
Accrued liability for collections of previously factored receivables | |
| 1,247,772 | | |
| 776,414 | |
Accrued property taxes | |
| 5,346 | | |
| 6,732 | |
Accrued professional fees | |
| 29,122 | | |
| 573,040 | |
Accrued payroll | |
| 17,472 | | |
| – | |
Accrue expense - other | |
| – | | |
| 363 | |
Accrued expense - dividend payable | |
| – | | |
| 210,046 | |
Total | |
$ | 2,047,131 | | |
$ | 1,915,920 | |
|
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v3.24.1
PLANT AND EQUIPMENT, NET (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] |
|
Schedule of property and equipment |
Schedule of property and equipment | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Medical equipment | |
$ | 96,532 | | |
$ | 96,532 | |
Computer Equipment | |
| 9,189 | | |
| 9,189 | |
Furniture, fixtures and equipment | |
| 15,079 | | |
| 20,212 | |
Leasehold Improvement | |
| 15,950 | | |
| 15,950 | |
Total | |
| 136,750 | | |
| 141,883 | |
Less: accumulated depreciation | |
| (102,089 | ) | |
| (86,444 | ) |
Property and equipment, net | |
$ | 34,661 | | |
$ | 55,439 | |
|
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- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
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v3.24.1
NOTES AND LOANS PAYABLE (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Debt Disclosure [Abstract] |
|
Schedule of notes payable |
Schedule of notes payable | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Notes and loans payable | |
$ | 2,280,743 | | |
$ | 155,598 | |
Less current portion | |
| (2,136,077 | ) | |
| (15,809 | ) |
Long-term portion | |
$ | 144,666 | | |
$ | 139,789 | |
|
Schedule of maturities of long-term debt |
Schedule of maturities of long-term debt | |
| | |
| |
Amount | |
2024 | |
$ | 2,136,077 | |
2025 | |
| 4,989 | |
2026 | |
| 4,989 | |
2027 | |
| 4,989 | |
2028 | |
| 4,989 | |
Thereafter | |
| 124,710 | |
Total | |
$ | 2,280,743 | |
|
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v3.24.1
CONVERTIBLE NOTES PAYABLE (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Debt Disclosure [Abstract] |
|
Schedule of convertible notes |
Schedule of convertible notes | |
| | | |
| | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Convertible notes payable | |
$ | 3,831,850 | | |
$ | 3,562,550 | |
Discounts on convertible notes payable | |
| (24,820 | ) | |
| (46,797 | ) |
Total convertible debt less debt discount | |
| 3,807,030 | | |
| 3,515,752 | |
Current portion | |
| 3,807,030 | | |
| 3,515,752 | |
Long-term portion | |
$ | – | | |
$ | – | |
|
Schedule of convertible notes payable |
Schedule of convertible notes
payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note # |
|
Issuance |
|
Maturity |
|
Principal
Balance 12/31/22 |
|
New
Loan |
|
Principal
Conversions |
|
|
Cash Paydown |
|
Shares Issued
Upon Conversion |
|
Principal
Balance 12/31/23 |
|
Accrued
Interest on Convertible Debt at 12/31/22 |
|
Interest
Expense On Convertible Debt For the Period Ended 12/31/23 |
|
Accrued
Interest on Convertible Debt at 12/31/23 |
|
Unamortized
Debt Discount At 12/31/23 |
7-1 |
|
10/28/2016 |
|
10/28/2017 |
|
10,000 |
|
$ |
– |
|
$ |
(10,000 |
) |
$ |
– |
|
312 |
|
$ |
– |
|
$ |
2,263 |
|
$ |
– |
|
$ |
– |
|
$ |
– |
9 |
|
09/12/2016 |
|
09/12/2017 |
|
50,080 |
|
|
– |
|
|
– |
|
|
– |
|
1,672 |
|
|
50,080 |
|
|
14,157 |
|
|
9,181 |
|
|
5,581 |
|
|
– |
10 |
|
01/24/2017 |
|
01/24/2018 |
|
55,000 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
55,000 |
|
|
69,876 |
|
|
11,000 |
|
|
80,875 |
|
|
– |
10-1 |
|
02/10/2023 |
|
02/10/2024 |
|
– |
|
|
50,000 |
|
|
– |
|
|
– |
|
– |
|
|
50,000 |
|
|
– |
|
|
6,658 |
|
|
6,658 |
|
|
– |
10-2 |
|
03/30/2023 |
|
03/30/2024 |
|
– |
|
|
25,000 |
|
|
– |
|
|
– |
|
– |
|
|
25,000 |
|
|
– |
|
|
2,836 |
|
|
2,836 |
|
|
– |
10-3 |
|
08/11/2023 |
|
08/11/2024 |
|
– |
|
|
25,000 |
|
|
– |
|
|
– |
|
– |
|
|
25,000 |
|
|
– |
|
|
1,469 |
|
|
1,469 |
|
|
– |
29-2 |
|
11/08/2019 |
|
11/08/2020 |
|
36,604 |
|
|
– |
|
|
– |
|
|
– |
|
2,867 |
|
|
36,604 |
|
|
20,160 |
|
|
2,849 |
|
|
10,109 |
|
|
– |
31 |
|
08/28/2019 |
|
08/28/2020 |
|
– |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
– |
|
|
8,385 |
|
|
– |
|
|
8,385 |
|
|
– |
37-1 |
|
09/03/2020 |
|
06/30/2021 |
|
113,667 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
113,667 |
|
|
28,756 |
|
|
19,507 |
|
|
64,929 |
|
|
– |
37-2 |
|
11/02/2020 |
|
08/31/2021 |
|
113,167 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
113,167 |
|
|
27,510 |
|
|
19,417 |
|
|
63,594 |
|
|
– |
37-3 |
|
12/29/2020 |
|
09/30/2021 |
|
113,166 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
113,166 |
|
|
26,474 |
|
|
19,417 |
|
|
62,558 |
|
|
– |
38 |
|
02/09/2021 |
|
02/09/2022 |
|
96,000 |
|
|
– |
|
|
(77,460 |
) |
|
(18,540 |
) |
2,950 |
|
|
– |
|
|
27,939 |
|
|
7,242 |
|
|
– |
|
|
– |
39 |
|
04/26/2021 |
|
04/26/2022 |
|
168,866 |
|
|
– |
|
|
– |
|
|
(168,866 |
) |
– |
|
|
– |
|
|
39,684 |
|
|
27,787 |
|
|
– |
|
|
– |
40-1 |
|
09/22/2022 |
|
09/22/2024 |
|
2,600,000 |
|
|
– |
|
|
– |
|
|
– |
|
5,267 |
|
|
2,600,000 |
|
|
71,233 |
|
|
261,333 |
|
|
252,665 |
|
|
– |
40-2 |
|
11/04/2022 |
|
09/22/2024 |
|
68,666 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
68,667 |
|
|
1,072 |
|
|
6,867 |
|
|
7,939 |
|
|
– |
40-3 |
|
11/28/2022 |
|
09/22/2024 |
|
68,667 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
68,667 |
|
|
620 |
|
|
6,886 |
|
|
7,506 |
|
|
– |
40-4 |
|
12/21/2022 |
|
09/22/2024 |
|
68,667 |
|
|
– |
|
|
– |
|
|
– |
|
– |
|
|
68,667 |
|
|
187 |
|
|
6,867 |
|
|
7,054 |
|
|
– |
40-5 |
|
01/24/2023 |
|
03/21/2024 |
|
– |
|
|
90,166 |
|
|
– |
|
|
– |
|
– |
|
|
90,166 |
|
|
– |
|
|
8,284 |
|
|
8,284 |
|
|
– |
40-6 |
|
03/21/2023 |
|
09/22/2024 |
|
– |
|
|
139,166 |
|
|
– |
|
|
– |
|
– |
|
|
139,166 |
|
|
– |
|
|
10,671 |
|
|
10,671 |
|
|
– |
40-7 |
|
06/05/2023 |
|
06/05/2024 |
|
– |
|
|
139,166 |
|
|
– |
|
|
– |
|
– |
|
|
139,166 |
|
|
– |
|
|
7,826 |
|
|
7,826 |
|
|
15,671 |
40-8 |
|
06/13/2023 |
|
06/13/2024 |
|
– |
|
|
21,167 |
|
|
– |
|
|
– |
|
– |
|
|
21,167 |
|
|
– |
|
|
1,127 |
|
|
1,127 |
|
|
2,321 |
40-9 |
|
07/19/2023 |
|
07/19/2024 |
|
– |
|
|
35,500 |
|
|
– |
|
|
– |
|
– |
|
|
35,500 |
|
|
– |
|
|
1,605 |
|
|
1,605 |
|
|
4,863 |
40-10 |
|
07/24/2023 |
|
07/24/2024 |
|
– |
|
|
14,000 |
|
|
– |
|
|
– |
|
– |
|
|
14,000 |
|
|
– |
|
|
614 |
|
|
614 |
|
|
1,965 |
41 |
|
08/25/2023 |
|
08/25/2024 |
|
– |
|
|
5,000 |
|
|
– |
|
|
– |
|
– |
|
|
5,000 |
|
|
– |
|
|
175 |
|
|
175 |
|
|
– |
|
|
|
|
|
|
3,562,550 |
|
$ |
544,165 |
|
$ |
(87,460 |
) |
$ |
(187,406 |
) |
13,068 |
|
$ |
3,831,850 |
|
$ |
338,316 |
|
$ |
439,618 |
|
$ |
612,460 |
|
$ |
24,820 |
|
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v3.24.1
WARRANTS (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Warrants |
|
Schedule of warrant activity |
Schedule of warrant activity | |
| | | |
| | |
| |
Number of Warrants | | |
Weighted Average Exercise Price | |
Balance at January 1, 2023 | |
| 3,141 | | |
$ | 0.015 | |
Granted | |
| – | | |
| – | |
Exercised | |
| – | | |
| – | |
Expired | |
| (1 | ) | |
| 0.0146 | |
Balance at December 31, 2023 | |
| 3,140 | | |
| 0.015 | |
Warrants Exercisable at December 31, 2023 | |
| 3,140 | | |
$ | 0.015 | |
| |
Number of Warrants | | |
Weighted Average Exercise Price | |
Balance at January 1, 2022 | |
| 3,259 | | |
$ | 0.02 | |
Granted | |
| – | | |
| – | |
Exercised | |
| – | | |
| – | |
Expired | |
| (118 | ) | |
| 0.146 | |
Balance at December 31, 2022 | |
| 3,141 | | |
| 0.015 | |
Warrants Exercisable at December 31, 2022 | |
| 3,141 | | |
$ | 0.015 | |
|
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v3.24.1
DISCONTINUED OPERATIONS (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] |
|
Schedule of discontinued operations |
Schedule of discontinued operations | |
| | | |
| | |
| |
December 31, | |
Net liabilities of discontinued operations | |
2023 | | |
2022 | |
Cash | |
$ | 342 | | |
$ | 7,717 | |
Accounts receivable | |
| 300 | | |
| 860 | |
Accounts payable and accrued expenses | |
| 238,285 | | |
| 159,700 | |
Net liabilities of discontinued operations | |
$ | (237,643 | ) | |
$ | (151,123 | ) |
| |
| | | |
| | |
| |
Year Ended December 31, | |
Gain (Loss) from discontinued operations | |
2023 | | |
2022 | |
Revenue | |
$ | 307,366 | | |
$ | 1,438,294 | |
Cost of sales | |
| (59,453 | ) | |
| (462,556 | ) |
Selling, general and administrative expenses | |
| (332,005 | ) | |
| (1,094,121 | ) |
Interest expense | |
| (2,428 | ) | |
| (44,027 | ) |
Impairment of Goodwill | |
| – | | |
| (2,092,048 | ) |
Loss on divestiture of subsidiary | |
| – | | |
| (217,769 | ) |
Gain no change in estimate | |
| – | | |
| (4,474 | ) |
Gain on reversal of Red Rock liability | |
| – | | |
| 510,418 | |
Loss on settlement | |
| – | | |
| (212,600 | ) |
Loss from discontinued operations | |
$ | (86,520 | ) | |
$ | (2,178,883 | ) |
|
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v3.24.1
COMMITMENTS AND CONTINGENCIES (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Schedule of operating leases |
Schedule of operating leases | |
| | |
| |
Amount | |
2024 | |
$ | 157,669 | |
2025 | |
| 95,774 | |
2026 | |
| 23,282 | |
Total | |
$ | 276,725 | |
|
Schedule of supplemental information about leases |
Schedule of supplemental information
about leases |
|
|
|
|
Weighted-average remaining lease term |
|
|
1.9 years |
|
Weighted-average discount rate |
|
|
% |
|
|
Schedule of annual objectives of financial performance |
Schedule of annual objectives of financial performance |
|
|
|
Year |
Minimum Annual Nova EBITDA |
Cash Annual Bonus |
Series J Preferred Stock |
2021 |
$2.0M |
$120,000 |
120,000 Shares |
2022 |
$2.4M |
$150,000 |
135,000 Shares |
2023 |
$3.7M |
$210,000 |
150,000 Shares |
2024 |
$5.5M |
$300,000 |
180,000 Shares |
2025 |
$8.0M |
$420,000 |
210,000 Shares |
|
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v3.24.1
SEGMENT REPORTING (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Segment Reporting [Abstract] |
|
Schedule of segment reporting |
Schedule of segment reporting | |
| | | |
| | |
| |
As of December 31, | |
Asset: | |
2023 | | |
2022 | |
Healthcare | |
$ | 18,955,991 | | |
$ | 12,692,531 | |
Real Estate | |
| 587,456 | | |
| 592,557 | |
Others | |
| 1,202,364 | | |
| 59,691 | |
Consolidated assets | |
$ | 20,745,811 | | |
$ | 13,344,780 | |
| |
Years Ended December 31, | |
| |
2023 | | |
2022 | |
Revenues: | |
| | | |
| | |
Healthcare | |
$ | 11,853,266 | | |
$ | 10,693,196 | |
Real Estate | |
| – | | |
| – | |
Consolidated revenues | |
$ | 11,853,266 | | |
$ | 10,693,196 | |
| |
| | | |
| | |
Cost of Sales: | |
| | | |
| | |
Healthcare | |
$ | 3,560,624 | | |
$ | 4,060,034 | |
Real Estate | |
| – | | |
| – | |
Consolidated cost of sales | |
$ | 3,560,624 | | |
$ | 4,060,034 | |
| |
| | | |
| | |
Income from operations from subsidiaries | |
| | | |
| | |
Healthcare | |
$ | 7,300,849 | | |
$ | 5,845,052 | |
Real Estate | |
| (3,716 | ) | |
| (19,345 | ) |
Income from operations from subsidiaries | |
$ | 7,297,133 | | |
$ | 5,825,707 | |
| |
| | | |
| | |
Loss from operations from Cardiff Lexington | |
$ | (2,102,088 | ) | |
$ | (1,918,818 | ) |
Total income (loss) from operations | |
$ | 5,195,045 | | |
$ | 3,906,889 | |
| |
| | | |
| | |
Income (Loss) before taxes | |
| | | |
| | |
Healthcare | |
$ | 5,973,233 | | |
$ | 74,880 | |
Real Estate | |
| (3,716 | ) | |
| (19,345 | ) |
Corporate, administration and other non-operating expenses | |
| (2,941,123 | ) | |
| (5,485,056 | ) |
Consolidated income (loss) before taxes | |
$ | 3,028,394 | | |
$ | (5,429,521 | ) |
|
X |
- DefinitionTabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.
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v3.24.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
|
|
12 Months Ended |
Jan. 09, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Subsequent Event [Line Items] |
|
|
|
Allowance for credit losses |
|
$ 122,190
|
$ 0
|
Accounts receivable |
|
13,305,254
|
6,603,920
|
Goodwill impairment amount |
|
0
|
2,092,048
|
Advertising and marketing expense |
|
126,670
|
233,798
|
Uncertain tax positions |
|
0
|
0
|
Accumulated deficit |
|
68,684,115
|
70,932,435
|
Cash flow from operations |
|
$ 1,807,987
|
$ 1,099,461
|
Subsequent Event [Member] |
|
|
|
Subsequent Event [Line Items] |
|
|
|
Reverse stock split |
1-for-75,000
reverse split
|
|
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
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v3.24.1
RESTATEMENT AND REVISION OF FINANCIAL STATEMENTS (Details - Financical Statements) - USD ($)
|
3 Months Ended |
6 Months Ended |
9 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2023 |
Sep. 30, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
$ 20,745,811
|
$ 13,344,780
|
|
Total stockholders' equity |
|
|
|
|
|
731,418
|
(1,744,791)
|
$ 486,840
|
Net income (loss) |
|
|
|
|
|
3,028,394
|
(5,429,521)
|
|
Net loss attributable to common shareholders |
|
|
|
|
|
$ 2,248,320
|
(5,813,691)
|
|
Previously Reported [Member] |
|
|
|
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
|
|
|
|
Total assets |
$ 18,518,727
|
$ 16,053,519
|
$ 14,284,585
|
$ 16,053,519
|
$ 18,518,727
|
|
13,344,780
|
15,297,039
|
Current liabilities |
12,102,942
|
11,672,952
|
10,745,097
|
11,672,952
|
12,102,942
|
|
10,189,585
|
11,439,675
|
Mezzanine equity |
5,440,434
|
5,297,605
|
5,171,861
|
5,297,605
|
5,440,434
|
|
4,625,002
|
3,125,004
|
Total stockholders' equity |
975,351
|
(917,038)
|
(1,632,373)
|
(917,038)
|
975,351
|
|
(1,469,809)
|
732,360
|
Net income (loss) |
1,981,520
|
816,078
|
(15,991)
|
800,087
|
2,781,608
|
|
(5,429,521)
|
666,293
|
Preferred stock dividends |
(142,829)
|
(125,744)
|
(336,811)
|
(462,555)
|
(605,384)
|
|
(307,188)
|
(201,782)
|
Net loss attributable to common shareholders |
$ 1,838,691
|
$ 690,334
|
$ (352,802)
|
$ 337,532
|
$ 2,176,224
|
|
$ (5,736,709)
|
$ 464,511
|
Basic earnings per share, continued operations |
$ 137
|
$ 56
|
$ (30)
|
$ 28
|
$ 167
|
|
$ (994)
|
$ 272
|
Diluted earnings per share, continued operations |
$ 1
|
$ (21)
|
$ (30)
|
$ (16)
|
$ 2
|
|
$ (994)
|
$ 272
|
Revision of Prior Period, Adjustment [Member] |
|
|
|
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
|
|
|
|
Total assets |
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
|
$ 0
|
$ 0
|
Current liabilities |
0
|
0
|
0
|
0
|
0
|
|
0
|
0
|
Mezzanine equity |
299,662
|
291,345
|
283,118
|
291,345
|
299,662
|
|
274,982
|
245,520
|
Total stockholders' equity |
(299,662)
|
(291,345)
|
(283,118)
|
(291,345)
|
(299,662)
|
|
(274,982)
|
(245,520)
|
Net income (loss) |
0
|
0
|
0
|
0
|
0
|
|
0
|
0
|
Preferred stock dividends |
(8,317)
|
(8,227)
|
(8,136)
|
(16,363)
|
(24,681)
|
|
(76,982)
|
(47,520)
|
Net loss attributable to common shareholders |
$ (8,317)
|
$ (8,227)
|
$ (8,136)
|
$ (16,363)
|
$ (24,681)
|
|
$ (76,982)
|
$ (47,520)
|
Basic earnings per share, continued operations |
$ (1)
|
$ (1)
|
$ (1)
|
$ (1)
|
$ (2)
|
|
$ (5)
|
$ (28)
|
Diluted earnings per share, continued operations |
$ 1
|
$ 26
|
$ (1)
|
$ 20
|
$ 1
|
|
$ (5)
|
$ (28)
|
Restated [Member] |
|
|
|
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
|
|
|
|
Total assets |
$ 18,518,727
|
$ 16,053,519
|
$ 14,284,585
|
$ 16,053,519
|
$ 18,518,727
|
|
$ 13,344,780
|
$ 15,297,039
|
Current liabilities |
12,102,942
|
11,672,952
|
10,745,097
|
11,672,952
|
12,102,942
|
|
10,189,585
|
11,439,675
|
Mezzanine equity |
5,740,096
|
5,588,950
|
5,454,979
|
5,588,950
|
5,740,096
|
|
4,899,984
|
3,370,524
|
Total stockholders' equity |
675,689
|
(1,208,383)
|
(1,915,491)
|
(1,208,383)
|
675,689
|
|
(1,744,791)
|
486,840
|
Net income (loss) |
1,981,520
|
816,078
|
(15,991)
|
800,087
|
2,781,608
|
|
(5,429,521)
|
666,293
|
Preferred stock dividends |
(151,146)
|
(133,971)
|
(344,947)
|
(478,918)
|
(630,065)
|
|
(384,170)
|
(249,302)
|
Net loss attributable to common shareholders |
$ 1,830,374
|
$ 682,107
|
$ (360,938)
|
$ 321,169
|
$ 2,151,543
|
|
$ (5,813,691)
|
$ 416,991
|
Basic earnings per share, continued operations |
$ 136
|
$ 55
|
$ (31)
|
$ 27
|
$ 165
|
|
$ (999)
|
$ 244
|
Diluted earnings per share, continued operations |
$ 2
|
$ 5
|
$ (31)
|
$ 4
|
$ 3
|
|
$ (999)
|
$ 244
|
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v3.24.1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Payables and Accruals [Abstract] |
|
|
Accounts payable |
$ 720,774
|
$ 342,331
|
Accrued credit cards |
26,645
|
6,994
|
Accrued liability for collections of previously factored receivables |
1,247,772
|
776,414
|
Accrued property taxes |
5,346
|
6,732
|
Accrued professional fees |
29,122
|
573,040
|
Accrued payroll |
17,472
|
0
|
Accrue expense - other |
0
|
363
|
Accrued expense - dividend payable |
0
|
210,046
|
Total |
$ 2,047,131
|
$ 1,915,920
|
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v3.24.1
PLANT AND EQUIPMENT, NET (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] |
|
|
Medical equipment |
$ 96,532
|
$ 96,532
|
Computer Equipment |
9,189
|
9,189
|
Furniture, fixtures and equipment |
15,079
|
20,212
|
Leasehold Improvement |
15,950
|
15,950
|
Total |
136,750
|
141,883
|
Less: accumulated depreciation |
(102,089)
|
(86,444)
|
Property and equipment, net |
$ 34,661
|
$ 55,439
|
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Dec. 31, 2023 |
Dec. 31, 2022 |
Debt Disclosure [Abstract] |
|
|
Notes and loans payable |
$ 2,280,743
|
$ 155,598
|
Less current portion |
(2,136,077)
|
(15,809)
|
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$ 144,666
|
$ 139,789
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|
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USD ($)
|
Debt Disclosure [Abstract] |
|
2024 |
$ 2,136,077
|
2025 |
4,989
|
2026 |
4,989
|
2027 |
4,989
|
2028 |
4,989
|
Thereafter |
124,710
|
Total |
$ 2,280,743
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v3.24.1
NOTES AND LOANS PAYABLE (Details Narrative) - USD ($)
|
|
3 Months Ended |
|
|
Jun. 02, 2020 |
Dec. 31, 2023 |
Sep. 29, 2023 |
Dec. 31, 2022 |
Debt Instrument [Line Items] |
|
|
|
|
Notes payable outstanding |
|
$ 2,280,743
|
|
$ 155,598
|
Line of credit maximum borrowing capacity |
|
|
$ 4,500,000
|
|
Line of credit outstanding balance |
|
$ 2,120,100
|
|
|
Line of credit maturity date |
|
Sep. 29, 2025
|
|
|
Loans And Notes Payable [Member] |
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
Notes payable outstanding |
|
$ 10,989
|
|
10,989
|
Accrued interest |
|
7,547
|
|
6,229
|
SBA Loan [Member] |
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
Accrued interest |
|
956
|
|
5,723
|
Proceeds from loans |
$ 150,000
|
|
|
|
Interest rate |
3.75%
|
|
|
|
Loan payable |
|
$ 149,655
|
|
$ 144,609
|
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v3.24.1
CONVERTIBLE NOTES PAYABLE (Details - Convertible notes) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Debt Instrument [Line Items] |
|
|
Discounts on convertible notes payable |
$ (24,820)
|
$ (46,797)
|
Total convertible debt less debt discount |
3,807,030
|
3,515,752
|
Current portion |
3,807,030
|
3,515,752
|
Long-term portion |
0
|
0
|
Convertible Notes Payables [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable |
$ 3,831,850
|
$ 3,562,550
|
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v3.24.1
CONVERTIBLE NOTES PAYABLE (Details- Convertible debt instruments) - USD ($)
|
12 Months Ended |
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Debt Instrument [Line Items] |
|
|
Principal Balance |
$ 3,831,850
|
$ 3,562,550
|
New Loans |
544,165
|
|
Principal Conversions |
(87,460)
|
|
Cash Paydown |
$ (187,406)
|
|
Shares Issued Upon Conversion |
13,068
|
|
Accrued Interest on Convertible Debt |
$ 612,460
|
338,316
|
Interest Expense On Convertible Debt |
439,618
|
|
Unamortized Debt Discount |
$ 24,820
|
46,797
|
Convertible Note 71 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Oct. 28, 2016
|
|
Debt Maturity date |
Oct. 28, 2017
|
|
Principal Balance |
$ 0
|
10,000
|
New Loans |
0
|
|
Principal Conversions |
$ (10,000)
|
|
Shares Issued Upon Conversion |
312
|
|
Accrued Interest on Convertible Debt |
$ 0
|
2,263
|
Interest Expense On Convertible Debt |
0
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 9 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Sep. 12, 2016
|
|
Debt Maturity date |
Sep. 12, 2017
|
|
Principal Balance |
$ 50,080
|
50,080
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
1,672
|
|
Accrued Interest on Convertible Debt |
$ 5,581
|
14,157
|
Interest Expense On Convertible Debt |
9,181
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 10 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Jan. 24, 2017
|
|
Debt Maturity date |
Jan. 24, 2018
|
|
Principal Balance |
$ 55,000
|
55,000
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 80,875
|
69,876
|
Interest Expense On Convertible Debt |
11,000
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 101 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Feb. 10, 2023
|
|
Debt Maturity date |
Feb. 10, 2024
|
|
Principal Balance |
$ 50,000
|
0
|
New Loans |
50,000
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 6,658
|
0
|
Interest Expense On Convertible Debt |
6,658
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 102 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Mar. 30, 2023
|
|
Debt Maturity date |
Mar. 30, 2024
|
|
Principal Balance |
$ 25,000
|
0
|
New Loans |
25,000
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 2,836
|
0
|
Interest Expense On Convertible Debt |
2,836
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 103 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Aug. 11, 2023
|
|
Debt Maturity date |
Aug. 11, 2024
|
|
Principal Balance |
$ 25,000
|
0
|
New Loans |
25,000
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 1,469
|
0
|
Interest Expense On Convertible Debt |
1,469
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 292 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Nov. 08, 2019
|
|
Debt Maturity date |
Nov. 08, 2020
|
|
Principal Balance |
$ 36,604
|
36,604
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
2,867
|
|
Accrued Interest on Convertible Debt |
$ 10,109
|
20,160
|
Interest Expense On Convertible Debt |
2,849
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 31 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Aug. 28, 2019
|
|
Debt Maturity date |
Aug. 28, 2020
|
|
Principal Balance |
$ 0
|
0
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 8,385
|
8,385
|
Interest Expense On Convertible Debt |
0
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 371 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Sep. 03, 2020
|
|
Debt Maturity date |
Jun. 30, 2021
|
|
Principal Balance |
$ 113,667
|
113,667
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 64,929
|
28,756
|
Interest Expense On Convertible Debt |
19,507
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 372 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Nov. 02, 2020
|
|
Debt Maturity date |
Aug. 31, 2021
|
|
Principal Balance |
$ 113,167
|
113,167
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 63,594
|
27,510
|
Interest Expense On Convertible Debt |
19,417
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 373 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Dec. 29, 2020
|
|
Debt Maturity date |
Sep. 30, 2021
|
|
Principal Balance |
$ 113,166
|
113,166
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 62,558
|
26,474
|
Interest Expense On Convertible Debt |
19,417
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 38 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Feb. 09, 2021
|
|
Debt Maturity date |
Feb. 09, 2022
|
|
Principal Balance |
$ 0
|
96,000
|
New Loans |
0
|
|
Principal Conversions |
(77,460)
|
|
Cash Paydown |
$ (18,540)
|
|
Shares Issued Upon Conversion |
2,950
|
|
Accrued Interest on Convertible Debt |
$ 0
|
27,939
|
Interest Expense On Convertible Debt |
7,242
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 39 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Apr. 26, 2021
|
|
Debt Maturity date |
Apr. 26, 2022
|
|
Principal Balance |
$ 0
|
168,866
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ (168,866)
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 0
|
39,684
|
Interest Expense On Convertible Debt |
27,787
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 401 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Sep. 22, 2022
|
|
Debt Maturity date |
Sep. 22, 2024
|
|
Principal Balance |
$ 2,600,000
|
2,600,000
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
5,267
|
|
Accrued Interest on Convertible Debt |
$ 252,665
|
71,233
|
Interest Expense On Convertible Debt |
261,333
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 402 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Nov. 04, 2022
|
|
Debt Maturity date |
Sep. 22, 2024
|
|
Principal Balance |
$ 68,667
|
68,666
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 7,939
|
1,072
|
Interest Expense On Convertible Debt |
6,867
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 403 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Nov. 28, 2022
|
|
Debt Maturity date |
Sep. 22, 2024
|
|
Principal Balance |
$ 68,667
|
68,667
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 7,506
|
620
|
Interest Expense On Convertible Debt |
6,886
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 404 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Dec. 21, 2022
|
|
Debt Maturity date |
Sep. 22, 2024
|
|
Principal Balance |
$ 68,667
|
68,667
|
New Loans |
0
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 7,054
|
187
|
Interest Expense On Convertible Debt |
6,867
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 405 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Jan. 24, 2023
|
|
Debt Maturity date |
Mar. 21, 2024
|
|
Principal Balance |
$ 90,166
|
0
|
New Loans |
90,166
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 8,284
|
0
|
Interest Expense On Convertible Debt |
8,284
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 406 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Mar. 21, 2023
|
|
Debt Maturity date |
Sep. 22, 2024
|
|
Principal Balance |
$ 139,166
|
0
|
New Loans |
139,166
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 10,671
|
0
|
Interest Expense On Convertible Debt |
10,671
|
|
Unamortized Debt Discount |
$ 0
|
|
Convertible Note 407 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Jun. 05, 2023
|
|
Debt Maturity date |
Jun. 05, 2024
|
|
Principal Balance |
$ 139,166
|
0
|
New Loans |
139,166
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 7,826
|
0
|
Interest Expense On Convertible Debt |
7,826
|
|
Unamortized Debt Discount |
$ 15,671
|
|
Convertible Note 408 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Jun. 13, 2023
|
|
Debt Maturity date |
Jun. 13, 2024
|
|
Principal Balance |
$ 21,167
|
0
|
New Loans |
21,167
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 1,127
|
0
|
Interest Expense On Convertible Debt |
1,127
|
|
Unamortized Debt Discount |
$ 2,321
|
|
Convertible Note 409 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Jul. 19, 2023
|
|
Debt Maturity date |
Jul. 19, 2024
|
|
Principal Balance |
$ 35,500
|
0
|
New Loans |
35,500
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 1,605
|
0
|
Interest Expense On Convertible Debt |
1,605
|
|
Unamortized Debt Discount |
$ 4,863
|
|
Convertible Note 4010 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Jul. 24, 2023
|
|
Debt Maturity date |
Jul. 24, 2024
|
|
Principal Balance |
$ 14,000
|
0
|
New Loans |
14,000
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 614
|
0
|
Interest Expense On Convertible Debt |
614
|
|
Unamortized Debt Discount |
$ 1,965
|
|
Convertible Note 41 [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Debt issuance date |
Aug. 25, 2023
|
|
Debt Maturity date |
Aug. 25, 2024
|
|
Principal Balance |
$ 5,000
|
0
|
New Loans |
5,000
|
|
Principal Conversions |
0
|
|
Cash Paydown |
$ 0
|
|
Shares Issued Upon Conversion |
0
|
|
Accrued Interest on Convertible Debt |
$ 175
|
$ 0
|
Interest Expense On Convertible Debt |
175
|
|
Unamortized Debt Discount |
$ 0
|
|
X |
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v3.24.1
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)
|
|
12 Months Ended |
|
Sep. 22, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Sep. 20, 2022 |
Short-Term Debt [Line Items] |
|
|
|
|
Convertible debt outstanding |
|
$ 3,807,030
|
$ 3,515,752
|
|
Proceeds from convertible debt |
|
544,165
|
|
|
Repayments of convertible debt |
|
175,000
|
5,908
|
|
Debt discount |
|
24,820
|
46,797
|
|
Amortization of debt discount |
|
136,518
|
253,823
|
|
Convertible notes payable |
|
3,807,030
|
3,515,752
|
|
New Promissory Note [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Debt converted, new debt issued |
$ 2,600,000
|
|
|
|
New Promissory Note [Member] | Series X Senior Convertible Preferred Stock [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Debt converted, shares issued |
375,000
|
|
|
|
Preferred stock value |
$ 1,500,000
|
|
|
|
All Promissory Notes [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Convertible notes payable |
|
|
|
$ 4,791,099
|
Gain on debt consolidation |
$ 1,397,271
|
|
|
|
All Promissory Notes [Member] | Principal Amount [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Convertible notes payable |
|
|
|
3,840,448
|
All Promissory Notes [Member] | Accrued Interest Amount [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Convertible notes payable |
|
|
|
$ 950,651
|
Convertible Notes Payable [Member] |
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
Proceeds from convertible debt |
|
421,375
|
1,490,706
|
|
Repayments of convertible debt |
|
175,000
|
5,908
|
|
Convertible debt written off |
|
12,406
|
|
|
Debt converted, amount converted |
|
87,460
|
$ 0
|
|
Debt converted, interest converted |
|
112,429
|
|
|
Debt converted, conversion cost converted |
|
$ 3,000
|
|
|
Debt converted, shares issued |
|
13,068
|
|
|
Adjustment to Additional Paid In Capital |
|
$ 777,217
|
|
|
X |
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v3.24.1
CAPITAL STOCK (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
3 Months Ended |
12 Months Ended |
Jul. 24, 2023 |
May 25, 2023 |
Dec. 15, 2022 |
Nov. 11, 2022 |
Oct. 31, 2022 |
Oct. 10, 2022 |
Sep. 12, 2022 |
Sep. 07, 2022 |
Sep. 30, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of preferred stock |
|
|
|
|
|
|
|
|
|
$ 0
|
$ 25,000
|
Convertible Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Debt converted, shares issued |
|
|
|
|
|
|
|
|
|
13,068
|
|
Managers of AHI [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Loss on disposal of stock |
|
|
|
|
$ 217,769
|
|
|
|
|
|
|
Red Rock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock issued for settlement, shares |
|
|
|
|
|
|
|
|
|
|
8,782
|
Series A Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
2
|
|
Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
3,000,000
|
3,000,000
|
Series B Preferred Stock [Member] | Settlement Of Employment [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock issued for compensation, shares |
|
|
|
|
|
18,750
|
|
|
|
|
|
Series B Preferred Stock [Member] | Series D Into Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares issued |
|
|
|
|
|
|
|
|
37,500
|
|
|
Series B Preferred Stock [Member] | Series H Into Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares issued |
|
|
|
|
|
|
|
|
37,500
|
|
|
Series B Preferred Stock [Member] | Managers of AHI [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock issued new, shares |
|
|
|
|
67,500
|
|
|
|
|
|
|
Series B Preferred Stock [Member] | Third Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock issued new, shares |
|
|
10,000
|
15,000
|
|
|
|
|
|
|
|
Proceeds from issuance of preferred stock |
|
|
$ 10,000
|
$ 15,000
|
|
|
|
|
|
|
|
Series B Preferred Stock [Member] | Chief Accounting Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock issued new, shares |
|
3,150
|
|
|
|
|
|
|
|
|
|
Stock issued new, value |
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
Series C Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
500
|
500
|
Series E Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
1,000,000
|
1,000,000
|
Series E Preferred Stock [Member] | Property Manager Of Edge View [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock issued for compensation, shares |
5,000
|
|
|
|
|
|
|
|
|
|
|
Stock issued for compensation, value |
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
Series F-1 Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
50,000
|
50,000
|
Series I Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
15,000,000
|
15,000,000
|
Series J Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
2,000,000
|
2,000,000
|
Series J Preferred Stock [Member] | Nova [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock issued for acquisition, shares |
|
|
|
|
|
|
|
818,750
|
|
|
|
Series L Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
400,000
|
400,000
|
Series N Senior Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
3,000,000
|
3,000,000
|
Dividends payment |
|
|
|
|
|
|
|
|
|
$ 766,437
|
|
Series R Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
5,000
|
|
Dividends payment |
|
|
|
|
|
|
|
|
|
$ 109,980
|
|
Series X Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
5,000,000
|
|
Dividends payment |
|
|
|
|
|
|
|
|
|
$ 190,685
|
|
Stock issued new, shares |
|
|
|
|
|
|
375,000
|
|
|
|
|
Stock issued new, value |
|
|
|
|
|
|
$ 1,500,000
|
|
|
|
|
Series D Preferred Stock [Member] | Series D Into Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares converted |
|
|
|
|
|
|
|
|
37,500
|
|
|
Series H Preferred Stock [Member] | Series H Into Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares converted |
|
|
|
|
|
|
|
|
37,500
|
|
|
Series F Preferred Stock [Member] | Managers of AHI [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
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Stock returned to treasury, shares |
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175,045
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v3.24.1
WARRANTS (Details - Warrant outstanding) - Warrant [Member] - $ / shares
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Number of warrants, Beginning balance |
3,141
|
3,259
|
Weighted average exercise price, Beginning balance |
$ 0.015
|
$ 0.02
|
Number of warrants, Granted |
0
|
0
|
Weighted average exercise price, Granted |
$ 0
|
$ 0
|
Number of warrants, Exercised |
0
|
0
|
Weighted average exercise price, Exercised |
$ 0
|
$ 0
|
Number of warrants, Expired |
(1)
|
(118)
|
Weighted average exercise price, Expired |
$ 0.0146
|
$ 0.146
|
Number of warrants, Ending balance |
3,140
|
3,141
|
Weighted average exercise price, Ending balance |
$ 0.015
|
$ 0.015
|
Number of warrants, Exercisable |
3,140
|
3,141
|
Weighted average exercise price, Exercisable |
$ 0.015
|
$ 0.015
|
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v3.24.1
DISCONTINUED OPERATIONS (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Gain (Loss) from discontinued operations |
|
|
Revenue |
$ 11,853,266
|
$ 10,693,196
|
Cost of sales |
(3,560,624)
|
(4,060,034)
|
Selling, general and administrative expenses |
(3,076,820)
|
(2,703,141)
|
Impairment of Goodwill |
0
|
(2,092,048)
|
Loss from discontinued operations |
(86,520)
|
(2,178,883)
|
Discontinued Operations [Member] | Red Rock [Member] |
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
|
Cash |
342
|
7,717
|
Accounts receivable |
300
|
860
|
Accounts payable and accrued expenses |
238,285
|
159,700
|
Net liabilities of discontinued operations |
(237,643)
|
(151,123)
|
Gain (Loss) from discontinued operations |
|
|
Revenue |
307,366
|
1,438,294
|
Cost of sales |
(59,453)
|
(462,556)
|
Selling, general and administrative expenses |
(332,005)
|
(1,094,121)
|
Interest expense |
(2,428)
|
(44,027)
|
Impairment of Goodwill |
0
|
(2,092,048)
|
Loss on divestiture of subsidiary |
0
|
(217,769)
|
Gain no change in estimate |
0
|
(4,474)
|
Gain on reversal of Red Rock liability |
0
|
510,418
|
Loss on settlement |
0
|
(212,600)
|
Loss from discontinued operations |
$ (86,520)
|
$ (2,178,883)
|
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v3.24.1
COMMITMENTS AND CONTINGENCIES (Details - Financial performance goals)
|
Dec. 31, 2023
USD ($)
shares
|
Year End 2021 [Member] |
|
Effect of Fourth Quarter Events [Line Items] |
|
Minimum Annual Nova EBITDA |
$ 2,000,000
|
Cash Annual Bonus |
$ 120,000
|
Year End 2021 [Member] | Series J Preferred Stock [Member] |
|
Effect of Fourth Quarter Events [Line Items] |
|
Shares | shares |
120,000
|
Year End 2022 [Member] |
|
Effect of Fourth Quarter Events [Line Items] |
|
Minimum Annual Nova EBITDA |
$ 2,400,000
|
Cash Annual Bonus |
$ 150,000
|
Year End 2022 [Member] | Series J Preferred Stock [Member] |
|
Effect of Fourth Quarter Events [Line Items] |
|
Shares | shares |
135,000
|
Year End 2023 [Member] |
|
Effect of Fourth Quarter Events [Line Items] |
|
Minimum Annual Nova EBITDA |
$ 3,700,000
|
Cash Annual Bonus |
$ 210,000
|
Year End 2023 [Member] | Series J Preferred Stock [Member] |
|
Effect of Fourth Quarter Events [Line Items] |
|
Shares | shares |
150,000
|
Year End 2024 [Member] |
|
Effect of Fourth Quarter Events [Line Items] |
|
Minimum Annual Nova EBITDA |
$ 5,500,000
|
Cash Annual Bonus |
$ 300,000
|
Year End 2024 [Member] | Series J Preferred Stock [Member] |
|
Effect of Fourth Quarter Events [Line Items] |
|
Shares | shares |
180,000
|
Year End 2025 [Member] |
|
Effect of Fourth Quarter Events [Line Items] |
|
Minimum Annual Nova EBITDA |
$ 8,000,000
|
Cash Annual Bonus |
$ 420,000
|
Year End 2025 [Member] | Series J Preferred Stock [Member] |
|
Effect of Fourth Quarter Events [Line Items] |
|
Shares | shares |
210,000
|
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v3.24.1
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
|
1 Months Ended |
12 Months Ended |
|
May 31, 2021 |
Dec. 31, 2023 |
Dec. 31, 2022 |
May 15, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Operating Leases |
|
$ 291,040
|
$ 301,321
|
|
Accrued compensation |
|
|
|
$ 156,000
|
First Doctor [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Salary and Wage, Excluding Cost of Good and Service Sold |
$ 372,000
|
|
|
|
Second Doctor [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Salary and Wage, Excluding Cost of Good and Service Sold |
450,000
|
|
|
|
Third Doctor [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Salary and Wage, Excluding Cost of Good and Service Sold |
$ 372,000
|
|
|
|
Chief Executive Officer [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Accrued compensation |
|
2,365,500
|
1,870,500
|
|
Board of Directors Chairman [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Accrued compensation |
|
2,350,500
|
1,863,000
|
|
Chief Financial Officer [Member] |
|
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
|
Accrued compensation |
|
$ 17,057
|
$ 17,057
|
|
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v3.24.1
INCOME TAXES (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Income Tax Disclosure [Abstract] |
|
|
Deferred tax assets |
$ 5,291,000
|
$ 5,991,000
|
Valuation allowance |
(5,291,000)
|
(5,991,000)
|
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$ 0
|
$ 0
|
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|
12 Months Ended |
|
Dec. 31, 2022 |
Dec. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
|
Deferred tax assets |
$ 5,991,000
|
$ 5,291,000
|
Valuation allowance |
5,991,000
|
$ 5,291,000
|
Increase in valuation allowance |
$ 700,000
|
|
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v3.24.1
SEGMENT REPORTING (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Segment Reporting Information [Line Items] |
|
|
Net Assets |
$ 20,745,811
|
$ 13,344,780
|
Revenues |
11,853,266
|
10,693,196
|
Cost of Revenue |
3,560,624
|
4,060,034
|
Income from operations from subsidiaries |
5,195,045
|
3,906,889
|
Income (Loss) before taxes |
3,028,394
|
(5,429,521)
|
Healthcare Segment [Member] |
|
|
Segment Reporting Information [Line Items] |
|
|
Net Assets |
18,955,991
|
12,692,531
|
Revenues |
11,853,266
|
10,693,196
|
Cost of Revenue |
3,560,624
|
4,060,034
|
Income from operations from subsidiaries |
7,300,849
|
5,845,052
|
Income (Loss) before taxes |
5,973,233
|
74,880
|
Real Estates [Member] |
|
|
Segment Reporting Information [Line Items] |
|
|
Net Assets |
587,456
|
592,557
|
Revenues |
0
|
0
|
Cost of Revenue |
0
|
0
|
Income from operations from subsidiaries |
(3,716)
|
(19,345)
|
Income (Loss) before taxes |
(3,716)
|
(19,345)
|
Others [Member] |
|
|
Segment Reporting Information [Line Items] |
|
|
Net Assets |
1,202,364
|
59,691
|
Subsidiary [Member] |
|
|
Segment Reporting Information [Line Items] |
|
|
Income from operations from subsidiaries |
7,297,133
|
5,825,707
|
Cardiff Lexington [Member] |
|
|
Segment Reporting Information [Line Items] |
|
|
Income from operations from subsidiaries |
(2,102,088)
|
(1,918,818)
|
Corporate Segment [Member] |
|
|
Segment Reporting Information [Line Items] |
|
|
Income (Loss) before taxes |
$ (2,941,123)
|
$ (5,485,056)
|
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