NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
NOTE 1- ORGANIZATION AND GOING CONCERN
Organization and Description of Business
TurnKey Capital, Inc. (formerly Train Travel Holdings, Inc.) (the Company) was incorporated under the laws of the State of Nevada on September 7, 2012 (Inception).
From Inception in 2012 through December 2013, our business operations were limited primarily to the development of a business plan to provide consulting services to commercial growers of coffee in El Salvador, the completion of private placements for the offer and sale of our common stock, discussing the offers of consulting services with potential customers, and the signing of the service agreement with Finca La Esmeralda, a private El-Salvadorian company. We discontinued our coffee business on January 23, 2014.
Commencing January 23, 2014, our business plan changed to the acquisition and operation of entertainment train companies, as well as managing and providing consulting services to entertainment train companies. Since January 2014 our management has spent all of its time and effort on developing our business plan, including identifying specific entertainment railroad acquisition targets, engaging in discussions with these potential targets to ascertain the potential level of interest, negotiating general terms with targets, and undertaking early stage due diligence of potential targets. As a result, we entered into non-binding letters of intent with two acquisition candidates and subsequently performed initial stage due diligence. In one case, the railroad was in such disrepair we determined the acquisition was not feasible at the price being sought by the target. In another case, we determined the price was too high based on our due diligence and could not reach an agreement with the potential seller. We also entered into a series of agreements to operate a dinner train in Missouri which were subsequently unwound. In light of the forgoing, our management has looked to potential new lines of business in addition to pursuing our current line of business.
On July 6, 2015, the Company completed a share exchange agreement (the Agreement) with Turnkey Home Buyers USA, Inc., a Florida corporation (Turnkey), TBG Holdings Corporation (TBG), each of the Turnkey shareholders and Train Travel Holdings, Inc., a Florida corporation. the Company, Turnkey, TBG and Train Travel Holdings, Inc., a Florida corporation, are all under the common control of Neil Swartz and Tim Hart.
Pursuant to the terms of the Agreement, Turnkey shareholders transferred to the Company all of the issued and outstanding shares of capital stock of Turnkeys shareholders. In exchange for the acquisition of 100% of Turnkey issued and outstanding shares, the Company issued 15,337,500 shares of its common stock to Turnkey shareholders. Prior to closing, TBG, a principal shareholder of the Company and Turnkey, tendered to Turnkey for cancellation 15,000,000 shares of Turnkey common stock.
The Company shares issued to the Turnkey shareholders were not registered and were issued in a transaction which was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933. Each of the Turnkey shareholders were accredited and no underwriters or placement agents were involved.
As a result of the Agreement, the Turnkey shareholders owned 38.9% of the Company common stock and 58.5% of the fully diluted common stock as a result of their ownership of the outstanding preferred stock.
18
Due to the common control of Turnkey and the Company, pursuant to ASC 805-50-25, Transactions Between Entities Under Common Control and other SEC guidance including for lack of economic substance, the Agreement was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting as a result of a business combination between entities under common control requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had always been combined. The consolidated financial statements include both entities full results since the inception of Turnkey on September 12, 2014 as follows:
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December 31, 2014
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|
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The Company
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|
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Turnkey
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|
|
|
|
|
|
Per Form 10-K
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Home Buyers
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|
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Combined
|
|
|
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Previously issued
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USA, Inc.
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|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
|
|
|
$
|
103,324
|
|
|
$
|
103,324
|
|
Real estate owned
|
|
|
|
|
|
|
51,363
|
|
|
|
51,363
|
|
Due from related parties
|
|
|
|
|
|
|
227,100
|
|
|
|
227,100
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|
Prepaid insurance
|
|
|
|
|
|
|
1,328
|
|
|
|
1,328
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|
Total current assets
|
|
|
|
|
|
|
383,115
|
|
|
|
383,115
|
|
Total assets
|
|
$
|
|
|
|
$
|
383,115
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|
|
$
|
383,115
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|
|
|
|
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Liabilities and Stockholders' Equity (Deficit)
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Current Liabilities
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|
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Accounts payable & accrued expenses
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$
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17,881
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|
|
$
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|
|
|
$
|
17,881
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|
Accounts payable - related party
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|
|
37,513
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|
|
|
|
|
|
|
37,513
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|
Advances - related party
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|
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199,106
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|
|
|
|
|
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|
199,106
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|
Total Current Liabilities
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|
254,500
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254,500
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Stockholders' Equity (Deficit)
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Preferred stock, $0.001 par value, 1,000,000 shares authorized; 600,000 shares issued and outstanding at December 31, 2014
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|
|
600
|
|
|
|
|
|
|
|
600
|
|
Common stock, $0.001 par value, 75,000,000 shares authorized;38,831,665 and 38,729,165 shares issued and outstanding at December 31, 2014
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|
23,392
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|
|
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15,337
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|
|
|
38,729
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|
Additional paid-in capital
|
|
|
196,758
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|
|
|
484,913
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|
|
|
681,671
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Accumulated deficit
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(475,250
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)
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(117,135
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)
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|
|
(592,385
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)
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Total stockholders' equity (deficit)
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|
|
(254,500
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)
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|
383,115
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128,615
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|
Total liabilities and stockholders' equity (deficit)
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|
$
|
|
|
|
$
|
383,115
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|
|
$
|
383,115
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|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
For the period ended December 31, 2014
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The Company
|
|
|
Turnkey
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|
|
|
|
|
|
Per Form 10-K
|
|
|
Home Buyers
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|
|
Combined
|
|
|
|
Previously issued
|
|
|
USA, Inc.
|
|
|
|
|
Income
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
56,317
|
|
|
|
53,135
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|
|
|
109,452
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|
Sales and marketing
|
|
|
184,594
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|
|
|
|
|
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|
184,594
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|
Legal and professional - related party
|
|
|
212,113
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|
|
|
64,000
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|
|
|
276,113
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Total operating expenses
|
|
|
453,024
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|
|
|
117,135
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|
|
|
570,159
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Loss from operations
|
|
|
(453,024
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)
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|
|
(117,135
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)
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|
|
(570,159
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)
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Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
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|
$
|
(453,024
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)
|
|
$
|
(117,135
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)
|
|
$
|
(570,159
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)
|
19
Founded in September 2014, Turnkey offers clients a full suite of services for residential and commercial real estate transactions. As part of the acquisition, the Company will acquire Turnkeys subsidiary, a real estate brokerage firm, to handle the sales transactions. Turnkey generates revenue in three primary ways: coaching and mentoring real estate investors to improve their returns, leasing and sales of quality turnkey rental properties, and brokerage of residential and commercial transactions.
In September 2014, Turnkey acquired the intellectual properties of Robert Blair Real Estate, which included videos, instructional books, and an established real estate investor education program. Prior to September 2014, Turnkeys current management team has been mentoring real estate investors for over 20 years, generating millions of dollars in educational revenue, while providing quality wholesale properties for sale or rent. Turnkey and its existing subsidiary, will be run as subsidiary companies and are planning to execute aggressive marketing campaigns and live seminars that will drive traffic to both the education and coaching programs, as well as the wholesale turnkey properties the Turnkey offers to its clients.
The Company now has two operating divisions: (1) the new Turnkey Home Buyers real estate operations and (2) the Train Travel railroad operations, which is actively pursuing acquisitions or management agreements in the excursion railroad industry.
Change of Control
On January 23, 2014, Mr. Francisco Douglas Magana (Magana), our then president and controlling shareholder, entered into a Common Stock Purchase Agreement (the Agreement) with the Company and Train Travel Holdings Inc. (Travel Train Holdings Florida) wherein Magana sold 15,000,000 shares of the Companys common stock constituting 77.32% of the Companys issued and outstanding shares of common stock to Travel Train Holdings Florida for an aggregate purchase price of $150,000. The principals of Travel Train Holdings Florida are Neil Swartz and Timothy Hart.
As part of the Agreement, Magana tendered his letter of resignation as the President, Secretary, Treasurer, Director and member of the Company Board effective as of the date of the Agreement.
On January 23, 2014, in Lieu of a Special Meeting the Board of Directors of the Company, we accepted the resignation of Magana and elected Neil Swartz to the positions of Director, President and CEO of the Company and Timothy Hart to the positions of Director, Secretary and CFO.
Going Concern
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of December 31, 2015, the Company had $127,375 of cash and has an accumulated deficit of $1,270,518 and further losses are anticipated in the development of its business raising substantial doubt about the Companys ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed.
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary,
Turnkey Home Buyers USA, Inc.
All intercompany transactions and balances have been eliminated in consolidation. The results of our subsidiary are consolidated with the Companys based on guidance from the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No. 810, Consolidation (ASC 810).
Accounting estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.
20
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Fair Value Measurement
The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.
Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.
Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs.
Fair Value of Financial Instruments
The carrying value of cash and cash equivalents, accounts payable, accrued liabilities and related party advances approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Revenue Recognition
We anticipate earning income from the operations of residential real estate properties classified as real estate owned. Revenue is recognized when all of the following criteria were met: persuasive evidence of an arrangement existed, services had been provided, all significant contractual obligations had been satisfied, and collection was reasonably assured.
Real Estate Owned and Held-For-Sale
Real estate owned, shown net of accumulated depreciation and impairment charges, is comprised of real property acquired for cash or through partial or full settlement of mortgage debt. Real estate acquired is recorded at its estimated fair value at the time of acquisition.
We allocate the purchase price of our operating properties to land and building and to any other identified intangible assets or liabilities. We finalize our purchase price allocation on these assets within one year of the acquisition date.
Real estate assets are depreciated using the straight-line method over their estimated useful lives. Ordinary repairs and maintenance which are not reimbursed by the tenants are expensed as incurred. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their estimated useful life.
21
Our properties are individually reviewed for impairment each quarter, if events or circumstances change indicating that the carrying amount of the assets may not be recoverable. We recognize impairment if the undiscounted estimated cash flows to be generated by the assets are less than the carrying amount of those assets. Measurement of impairment is based upon the estimated fair value of the asset. In the evaluation of a property for impairment, many factors are considered, including estimated current and expected operating cash flows from the property during the projected holding period, costs necessary to extend the life or improve the asset, expected capitalization rates, projected stabilized net operating income, selling costs, and the ability to hold and dispose of such real estate owned in the ordinary course of business. Impairment charges may be necessary in the event discount rates, capitalization rates, lease-up periods, future economic conditions, and other relevant factors vary significantly from those assumed in valuing the property.
Real estate is classified as held-for-sale when management commits to a plan of sale, the asset is available for immediate sale, there is an active program to locate a buyer, and it is probable the sale will be completed within one year. Real estate assets that are expected to be disposed of are valued, on an individual asset basis, at the lower of their carrying amount or their fair value less costs to sell.
We recognize sales of real estate properties upon closing. Payments received from purchasers prior to closing are recorded as deposits. Gain on real estate sold is recognized using the full accrual method when the collectability of the sale price is reasonably assured and we are not obligated to perform significant activities after the sale. Gain may be deferred in whole or in part until collectability of the sales price is reasonably assured and the earnings process is complete.
Advertising Costs
The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the years ended December 31, 2015 and 2014.
Stock-Based Compensation
As of December 31, 2015 the Company has not issued any stock-based payments. Stock-based compensation is accounted for at fair value in accordance with SFAS ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Net Income (Loss) Per Share
The computation of basic earnings per share (EPS) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).
Following is the computation of basic and diluted net loss per share for the years ended December 31, 2015 and 2014:
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Years Ended
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|
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December 31,
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|
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2015
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|
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2014
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|
Basic and Diluted EPS Computation
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|
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Numerator:
|
|
|
|
|
|
|
Loss available to common stockholders'
|
|
$
|
(678,133
|
)
|
|
$
|
(570,159
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
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|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
38,733,761
|
|
|
|
38,729,165
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted EPS
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
22
Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares):
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|
|
|
|
|
|
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|
Years Ended
|
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Preferred stock
|
|
|
29,100,000
|
|
|
|
29,100,000
|
|
Recent accounting pronouncements
In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, Business Combinations (Topic 805). This ASU eliminates the requirement for retrospective application of measurement period adjustments relating to provisional amounts recorded in a business combination as of the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments will be effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.
In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU requires retrospective adoption and will be effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years. We expect the adoption of this guidance will not have a material impact on our financial statements.
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted. The Companys effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205 40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, which is intended to define managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on our financial statements and disclosures.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). On July 9, 2015, the FASB voted to defer the effective date of the new revenue recognition standard by one year. Based on the Board's decision, public organizations would apply the new revenue standard to annual reporting periods beginning after December 15, 2017. We are currently evaluating the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard.
23
We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial statements.
NOTE 3 REAL ESTATE OWNED
During the year ended December 31, 2015, the Company purchased a residential property for $36,000 and made improvements bringing the total carry cost to $63,110.
During 2015, the Company sold both of its properties resulting in gross proceeds of $114,374 and a $3,938 loss on the disposition of the properties. No depreciation was recorded on the properties.
NOTE 4 DUE FROM / TO RELATED PARTIES & RELATED PARTY TRANSACTIONS
Amounts due from and to related parties as of December 31, 2015 and December 31, 2014 are detailed below:
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|
|
|
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|
|
|
|
|
|
December 31,
|
|
|
|
|
2015
|
|
|
|
2014
|
|
|
Due from related parties
|
|
$
|
207,437
|
|
(1)
|
|
$
|
227,100
|
|
(1)
|
Accounts payable - related party
|
|
|
(72,443
|
)
|
(2)
|
|
|
(39,707
|
)
|
(2)
|
Advances - related party
|
|
|
(223,660
|
)
|
(3)
|
|
|
(196,912
|
)
|
(3)
|
(1)
As of December 31, 2015, due from related parties primarily represents advances of 1) $166,124 paid to TBG Holdings Corporation owned, in part By Timothy Hart, CFO, for services that are being expensed at a rate of $10,000 per month; 2) $25,000 paid to R3 Accounting owned by Timothy Hart, CFO; and 3) $16,313 paid to Multimedia Platforms, Inc. whos CFO is Timothy Hart.
(2)
As of December 31, 2015, $6,000 is due to TBG Holdings Corporation for rent and $64,249 is due to R3 Accounting for accounting related services.
(3)
Non-interest bearing balances are due to Travel Train Holdings Florida, and are repayable on demand.
On January 23, 2014, Francisco Douglas Magana tendered his letter of resignation as the President, Secretary, Treasurer, Director and member of the Board effective as of that date.
On January 23, 2014, in Lieu of a Special Meeting the Board of Directors of the Company via Unanimous Written Consent, the Company accepted the resignation of Francisco Douglas Magana and elected Neil Swartz to the positions of Director, President and CEO and elected Timothy Hart to the positions of Director, Secretary and CFO until their successors are appointed.
On January 23, 2014, the Company entered in to a Common Stock Purchase Agreement by and among the Company, Francisco Douglas, Magana (the Seller) and Train Travel Holdings, Inc., a Florida Corporation where by the Seller who is beneficially the owner of 15,000,000 shares of the Companys common stock, par value $0.001 desires to sell, and the Purchaser, desires to purchase the full block of shares for an aggregate purchase price of $150,000.
On January 23, 2014, in conjunction with the Stock Purchase Agreement, the Company authorized the issuance of 600,000 preferred shares convertible into 29,100,000 common shares as compensation for services provided to the Company by its Chairman and Chief Financial Officer. The fair market value of the preferred shares at the date of their issuance was determined by management to be $174,600. The fair market value the preferred shares on the date of issuance was determined using the price of the most recent sale of the Companys shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Companys common shares and consequently the quoted price in a highly illiquid market is not indicative of the true fair value of these shares.
On June 1, 2014, the Company issued 2,931,665 shares of its common stock to settle $17,590 of non-interest bearing advances due to Train Travel Holdings Florida. The fair market value the shares of preferred shares on the date of issuance was determined using the price of the most recent sale of the Companys shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Companys common shares and consequently the quoted price in a highly illiquid market is not indicative of the true fair value of these shares.
24
On August 15, 2014, the Company issued 1,060,000 shares of its common stock to settle $6,360 non-interest bearing advance due to Train Travel Holdings Florida. The fair market value the shares of common stock at their date of issuance was determined using the price of the most recent sale of the Companys shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Companys common shares and consequently the quoted price in a highly illiquid market is not indicative of the true fair value of these shares.
NOTE 5 ADVANCES PAYABLE
During the three months ended December 31, 2015, the Company received proceeds of $200,000 for an anticipated business transaction. The details of the transaction were to be negotiated in the first quarter of 2016. Subsequent to December 31, 2015, the terms of the transaction had not been agreed to, thus the Board of Directors has considered various alternatives to satisfy this liability and has proposed to issue 2,000,000 shares of common stock at $.10 per share to consummate the transaction.
NOTE 6 PREFERRED STOCK
The Company has 1,000,000 preferred shares authorized with a par value of $ 0.001 per share.
On January 23, 2014 the Company authorized the issuance of 600,000 preferred shares convertible into 29,100,000 common shares as compensation for services provided to the Company by its Chairman and Chief Financial Officer. The fair market value of the preferred shares at the date of their issuance was determined by management to be $174,600. The fair market value of the shares of preferred stock at their date of issuance was determined using the price of the most recent sale of the Companys shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Companys common shares.
NOTE 7 COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share. As of December 31, 2015 and 2014, 38,831,665 and, 38,729,165 shares of our common stock were issued and outstanding, respectively.
During November and December 2015, the Company issued 102,500 shares of common stock to prior year investors whose issuances were overlooked.
On July 6, 2015, the Company completed a Share Exchange Agreement for 100% of the issued and outstanding shares of Turnkey Home Buyers USA, Inc. by issuing 15,337,500 shares of common stock. Due to the common control of Turnkey and the Company, pursuant to ASC 805-50-25, Transactions Between Entities Under Common Control and other SEC guidance including for lack of economic substance, the Agreement was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting requires the receiving entity to report the results of operations as if both entities had always been combined. As a result the Company has reflected the shares issued pursuant to the Agreement retrospectively.
During the year ended December 31, 2015 the Company issued 102,500 shares of its common stock to correct errors in issuances related to prior year investments.
During the year ended December 31, 2014, the Company issued 3,991,665 shares of its common stock to settle $23,950 of non-interest bearing advances due to Train Travel Holdings Florida. As described above under Note 4.
On April 4, 2014 the Company effectuated a forward 5 for 1 split of its common stock. All common stock references and per share amounts in these financial statements have been restated to reflect this 5 for 1 forward split.
NOTE 8 SUBSEQUENT EVENTS
Management has reviewed material events subsequent to the annual period ended December 31, 2015 and prior to the filing of financial statements in accordance with FASB ASC 855 Subsequent Events. There were no additonal disclosures deemed nessecary.
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