Zoned Properties (ZDPY) 10-Q 14 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 14, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	Zoned Properties, Inc.
Entity Central Index Key	1,279,620
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		17,194,068

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
ASSETS
Cash	$ 609,826	$ 1,281,464
Rental properties, net (See Note 3)	7,714,825	7,224,593
Deferred rent receivable	14,934	8,909
Deferred rent receivable - related parties	797,657	367,013
Real estate tax escrow	106,971	46,072
Prepaid expenses and other current assets	165,565	105,684
Property and equipment, net	41,851	46,488
Security deposits	8,158	8,158
TOTAL ASSETS	9,459,787	9,088,381
LIABILITIES:
Mortgage payable	2,100,000	2,100,000
Convertible note payable	500,000	500,000
Convertible note payable - related party	500,000	500,000
Accounts payable	74,500	36,797
Accrued expenses	147,114	92,044
Accrued expenses - related parties	76,791	56,542
Security deposits payable	91,963	62,440
Total Liabilities	3,490,368	3,347,823
Commitments and Contingencies (See Note 9)
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 5,000,000 shares authorized; 2,000,000 shares issued and outstanding at September 30, 2016 and December 31, 2015 ($1.00 per share liquidation preference)	2,000	2,000
Common stock: $.001 par value, 100,000,000 shares authorized; 17,181,375 and 17,080,850 issued and outstanding at September 30, 2016 and December 31, 2015, respectively	17,181	17,081
Additional paid-in capital	19,977,646	19,412,954
Accumulated deficit	(14,027,408)	(13,691,477)
Total Stockholders' Equity	5,969,419	5,740,558
Total Liabilities and Stockholders' Equity	$ 9,459,787	$ 9,088,381

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	2,000,000	2,000,000
Preferred stock, shares outstanding	2,000,000	2,000,000
Preferred stock, liquidation preference	$ 1	$ 1
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	17,181,375	17,080,850
Common stock, shares outstanding	17,181,375	17,080,850

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
REVENUES:
Rental revenues	$ 58,829	$ 121,164	$ 177,909	$ 288,182
Rental revenues - related parties	422,382	286,914	1,113,384	634,883
Total Revenues	481,211	408,078	1,291,293	923,065
OPERATING EXPENSES:
Compensation and benefits	92,814	120,247	366,199	298,411
Professional fees	122,038	369,955	604,238	1,011,008
General and administrative expenses	47,692	69,422	151,992	198,516
Depreciation and amortization	43,139	35,598	125,910	110,060
Property operating expenses	23,913	64,868	54,941	104,016
Real estate taxes	21,160	28,757	63,982	56,622
Consulting fees - related parties		8,161		53,511
Settlement expense			87,500	67,500
Total Operating Expenses	350,756	697,008	1,454,762	1,899,644
(LOSS) INCOME FROM OPERATIONS	130,455	(288,930)	(163,469)	(976,579)
OTHER INCOME (EXPENSES):
Interest expenses	(48,123)	(49,079)	(144,369)	(145,325)
Interest expenses - related parties	(8,750)	(8,750)	(26,250)	(26,250)
Loss on sale of property and equipment			(1,843)
Other income				2,545
Interest income				439
Total Other Expenses, net	(56,873)	(57,829)	(172,462)	(168,591)
(LOSS) INCOME BEFORE INCOME TAXES	73,582	(346,759)	(335,931)	(1,145,170)
PROVISION FOR INCOME TAXES
NET (LOSS) INCOME	$ 73,582	$ (346,759)	$ (335,931)	$ (1,145,170)
NET LOSS PER COMMON SHARE:
Basic and Diluted		$ (0.02)	$ (0.02)	$ (0.06)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted	17,160,228	17,920,100	17,136,148	18,491,082

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (335,931)	$ (1,145,170)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	125,910	110,060
Stock-based compensation	228,033	55,000
Stock-based settlement expense	43,750	50,000
Accretion of stock-based stock option expense	233,009	578,386
Loss from sale of property and equipment	1,843
Deferred rent receivable	(6,025)	(12,778)
Deferred rent receivable - related parties	(430,644)	(192,622)
Change in operating assets and liabilities:
Real estate tax escrow	(60,899)	(20,872)
Prepaid expenses and other assets	(59,881)	(4,035)
Security deposits		(1,421)
Accounts payable	37,703	40,407
Accrued expenses	55,070	70,777
Accrued expenses - related parties	20,249	(6,167)
Security deposits payable	29,523	22,963
NET CASH USED IN OPERATING ACTIVITIES	(118,290)	(455,472)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition and development of buildings and improvements	(551,314)	(43,295)
Acquisition of land		(200,000)
Cash received from sale of property and equipment	500
Acquisition of property and equipment	(2,534)	(6,961)
NET CASH USED IN INVESTING ACTIVITIES	(553,348)	(250,256)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		1,000,000
Redemption of common stock		(2,250)
NET CASH PROVIDED BY FINANCING ACTIVITIES		997,750
NET (DECREASE) INCREASE IN CASH	(671,638)	292,022
CASH, beginning of period	1,281,464	1,066,377
CASH, end of period	609,826	1,358,399
Cash paid during the period for interest
Interest	144,369	145,325
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for buildings and improvements	60,000
Purchase and cancellation of treasury shares in exchange for net properties pursuant to settlement		$ 1,406,603

Organization and Nature of Oper

Organization and Nature of Operations	9 Months Ended
	Sep. 30, 2016
Organization and Nature of Operations [Abstract]
ORGANIZATION AND NATURE OF OPERATIONS	NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Organization Zoned Properties, Inc., formerly Vanguard Minerals Corporation (“Zoned Properties” or the “Company”), was incorporated in the State of Nevada on August 25, 2003. On May 2, 2006, the Company changed its name to Knewtrino, Inc. On August 10, 2007, the Company changed its name to Vanguard Minerals Corporation. On October 2, 2013, the Company changed its name to Zoned Properties, Inc. to reflect its maturing business model that focuses on commercial property acquisition and development. The Company is a strategic real estate development firm whose primary mission is to identify, develop, and lease sophisticated, safe, and sustainable properties in emerging industries, including the licensed marijuana industry. The Company acquires commercial properties that face unique zoning challenges and identifies solutions that can potentially have a major impact on the cash flow and value generated. Zoned Properties targets commercial properties that can be acquired and potentially re-zoned for specific purposes. Zoned Properties does not grow, harvest, sell or distribute cannabis or any substances regulated under United States law such as the Controlled Substances Act. The Company has the following wholly-owned subsidiaries: ● Gilbert Property Management, LLC was organized in the State of Arizona on February 10, 2014. ● Tempe Industrial Properties, LLC was organized in the State of Arizona on February 19, 2014. ● Chino Valley Properties, LLC (“Chino Valley”) was organized in the State of Arizona on April 15, 2014. ● Kingman Property Group, LLC was organized in the State of Arizona on April 15, 2014. ● Green Valley Group, LLC (“Green Valley”) organized in the State of Arizona on April 15, 2014. ● Zoned Oregon Properties, LLC was organized in the State of Oregon on June 16, 2015. ● Zoned Colorado Properties, LLC was organized in the State of Colorado on September 17, 2015. ● Zoned Illinois Properties, LLC was organized in the State of Illinois on July 15, 2015.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principals of consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The condensed consolidated financial statements for the three and nine months ended September 30, 2016 and 2015 have been prepared by us without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of September 30, 2016 and 2015, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the nine months ended September 30, 2016 and 2015 include the collectability of rent, the useful life of rental properties and property and equipment, assumptions used in assessing impairment of long-term assets, valuation allowances for deferred tax assets, and the fair value of non-cash equity transactions, including options and stock-based compensation. Risks and uncertainties The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. The Company conducts a significant portion of its business in Arizona. Consequently, any significant economic downturn in the Arizona market could potentially have an effect on the Company’s business, results of operations and financial condition. Fair value of financial instruments The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, note receivable, deferred rent receivable, prepaid expenses and other current assets, real estate tax escrow, short-term notes payable, mortgages payable, convertible notes payable, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. The majority of the Company’s cash and cash equivalents are held at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. To date, the Company has not experienced any losses on its invested cash. The Company had no cash equivalents at September 30, 2016 and December 31, 2015. At September 30, 2016, the Company had approximately $360,000 of cash in excess of FDIC limits. Accounts receivable The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized in general and administrative expense. Real estate tax escrow Real estate tax escrow consists of funds held for the purpose of real estate taxes owed. These funds will be released as required to satisfy tax payments as due. Rental properties Rental properties are carried at cost less accumulated depreciation and amortization. Betterments, major renovations and certain costs directly related to the improvement of rental properties are capitalized. Maintenance and repair expenses are charged to expense as incurred. Depreciation is recognized on a straight-line basis over estimated useful lives of the assets, which range from 7 to 39 years. Tenant improvements are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets. Upon the acquisition of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above-market leases and acquired in-place leases) and acquired liabilities (such as acquired below-market leases) and allocate the purchase price based on these assessments. The Company assesses fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. The Company records acquired intangible assets (including acquired above-market leases and acquired in-place leases) and acquired intangible liabilities (including below-market leases) at their estimated fair value. The Company amortizes acquired above-and below-market leases as a decrease or increase to rental income, respectively, over the lives of the respective leases. Amortization of acquired in-place leases is included as a component of depreciation and amortization. For the nine months ended September 30, 2016 and 2015, there were no acquired in-place leases. The Company’s properties, including any related intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If the Company’s estimates of the projected future cash flows, anticipated holding periods, or market conditions change, the Company’s evaluation of impairment losses may be different and such differences could be material to its consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. For the nine months ended September 30, 2016 and 2015, the Company did not record any impairment losses. The Company has capitalized land, which is not subject to depreciation. Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives. The Company uses a five year life for office equipment, seven years for furniture and fixtures, and 5 to 10 years for vehicles. Expenditures for maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. R evenue recognition Rental income includes base rents that each tenant pays in accordance with the terms of its respective lease and is reported on a straight-line basis over the non-cancellable term of the lease, which includes the effects of rent steps and rent abatements under the leases. We commence rental revenue recognition when the tenant takes possession of the leased space or controls the physical use of the leased space and the leased space is substantially ready for its intended use. Rental income also includes the amortization of acquired above-and below-market leases, net. Beginning in 2014, the Company began generating revenues from the non-residential rental properties. Certain of the Company’s leases currently contain rental increases at specified intervals. The Company records as an asset, and include in revenue, Basic income (loss) per share Basic income (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following: September 30, 2016 September 30, 2015 Convertible debt 200,000 200,000 Stock options 1,250,000 1,300,000 Segment reporting The Company’s business is comprised of one reportable segment. The Company has determined that its properties have similar economic characteristics to be aggregated into one reportable segment (operating, leasing and managing commercial properties). The Company’s determination was based primarily on its method of internal reporting. Income tax Deferred income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes”. Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. The Company does not believe it has any uncertain tax positions as of September 30, 2016 and 2015 that would require either recognition or disclosure in the accompanying consolidated financial statements. Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recently issued accounting pronouncements In May 2014, the FASB issued an update (“ASU 2014-09”) Revenue from Contracts with Customers. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes On February 25, 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments 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. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements. On March 30, 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”) to amend the accounting guidance for share-based payment accounting. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and early adoption is permitted. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. Reclassification Certain reclassifications have been made in the prior period’s consolidated financial statements to conform to the current period’s presentation.

Rental Properties

Rental Properties	9 Months Ended
	Sep. 30, 2016
Rental Properties [Abstract]
RENTAL PROPERTIES	NOTE 3 – RENTAL PROPERTIES At September 30, 2016 and December 31, 2015, rental properties, net consisted of the following: Description Useful Life (Years) September 30, December 31, Building and building improvements 39 $ 4,950,016 $ 4,823,318 Construction in progress - 484,617 - Land - 2,589,667 2,589,667 Equipment 7 23,164 23,164 Rental properties, at cost 8,047,464 7,436,149 Less: accumulated depreciation (332,639 ) (211,556 ) Rental properties, net $ 7,714,825 $ 7,224,593 For the three months ended September 30, 2016 and 2015, depreciation and amortization of rental properties amounted to $41,522 and $33,901, respectively. For the nine months ended September 30, 2016 and 2015, depreciation and amortization of rental properties amounted to $121,083 and $105,345, respectively.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – RELATED PARTY TRANSACTIONS (A) Convertible notes payable – related parties On August 20, 2014, the Company received, pursuant to the terms of a Senior Convertible Debenture, $500,000 from a beneficial common stockholder who also holds 50% of the issued preferred stock. The Debenture bears interest at 7% and the principal balance and all accrued interest is due on the maturity date of August 20, 2017. The holder has the option after 12 months to convert all or a portion of the Debenture into shares of the Company’s common stock at the conversion price of $5.00 per share. As of September 30, 2016 and December 31, 2015, the principal balance due and owing under this Debenture is $500,000. As of September 30, 2016 and December 31, 2015, accrued interest payable amounted to $73,791 and $47,542, respectively, and is included in accrued expenses – related parties on the accompanying consolidated balance sheets. For the three months ended September 30, 2016 and 2015, interest expenses – related party amounted to $8,750 and $8,750, respectively. For the nine months ended September 30, 2016 and 2015, interest expenses – related party amounted to $26,250 and $26,250, respectively. (B) Employment agreement On October 26, 2015, the Company entered into an engagement letter with a Company majority owned by the Company’s chief financial officer (“CFO”). Pursuant to the engagement letter, the Company shall pay to a base fee of $6,500 in cash per month of which $2,000 shall be deferred and paid upon the earlier of six months or a capital raise, and $3,500 per month payable quarterly in advance in common shares of the Company valued at the lower of the share price from the most recent capital raise or 60% of the bid price of the Company’s common stock at the last trading day of the previous quarter with a minimum number of common shares issuable per month of 1,250 shares. (See Note 5). (C) Related party lease agreements During 2014, the Company entered into lease agreements with non-profit companies and other companies whose director is a beneficial stockholder of the Company. Additionally, i n August 2015, the The parties identified a budget of $2,000,000 for developing the property and constructing the Tenant improvements. Through September 30, 2016, capitalized building improvements and construction in progress costs related to the Chino Valley and Tempe properties amounted to $611,314. As of September 30, 2016, the Town of Chino Valley has granted the Company a five year Phased Protected Development Rights Plan for the Chino Valley Property with an option to extend for an additional two year term.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 5 – STOCKHOLDERS’ EQUITY (A) Preferred Stock On December 13, 2013, the Board of Directors of the Company authorized and approved the creation of a new class of Preferred Stock consisting of 5,000,000 shares authorized, $.001 par value. The preferred stock is not convertible into any other class or series of stock. The holders of the preferred stock are entitled to fifty (50) votes for each share held. Voting rights are not subject to adjustment for splits that increase or decrease the common shares outstanding. Upon liquidation, the holders of the shares will be entitled to receive $1.00 per share plus redemption provision before assets distributed to other shareholders. The holders of the shares are entitled to dividends equal to common share dividends. Once any shares of Preferred Stock are outstanding, at least 51% of the total number of shares of Preferred Stock outstanding must approve the following transactions: a. Alter or change the rights, preferences or privileges of the Preferred Stock. b. Create any new class of stock having preferences over the Preferred Stock. c. Repurchase any of our common stock. d. Merge or consolidate with any other company, except our wholly-owned subsidiaries. e. Sell, convey or otherwise dispose of, or create or incur any mortgage, lien, or charge or encumbrance or security interest in or pledge of, or sell and leaseback, in all or substantially all of our property or business. f. Incur, assume or guarantee any indebtedness maturing more than 18 months after the date on which it is incurred, assumed or guaranteed by us, except for operating leases and obligations assumed as part of the purchase price of property. (B) Common stock issued for services During the nine months ended September 30, 2016, pursuant to an engagement letter dated in October 2015, the Company issued 14,275 shares of its common stock to a Company majority owned by the Company’s CFO for services rendered. The shares were valued at their fair value of $47,734 or at a range of $2.54 to $5.34 per common share which was the fair value of the common shares on the date of grant based on the value of services to be rendered or by using the quoted share price on the dates of grant, whichever was more reliable. In connection with the issuance of these common shares, during the nine months ended September 30, 2016 and 2015, the Company recorded stock-based compensation expense of $47,734 and zero, respectively. On January 27, 2016, the Company issued an aggregate of 30,000 shares of common stock to three members of the Company’s board of directors (10,000 each) for services rendered. The shares were valued at their fair value of $135,000 using the quoted share price on the date of grant of $4.50 per common share. In connection with these grants, in January 2016, the Company recorded stock-based compensation expense of $135,000. On February 1, 2016, pursuant to an engagement letter effective January 28, 2016, the Company agreed to issue an aggregate of 30,000 shares of its common stock to a company for architectural and design services to be rendered. Pursuant to the agreement, the Company shall issue 10,000 shares of common stock immediately and 20,000 shares of common stock at the completion of the engagement. The initial shares were valued at their aggregate fair value of $45,000 using the quoted share price on the date of grant of $4.50 per common share. In connection with the issuance of these shares, on February 1, 2016, the Company capitalized costs of $45,000 as part of construction in progress to be depreciated over the life of the building improvements. On August 23, 2016, the Company issued an additional 10,000 common shares pursuant to this engagement letter. These shares were valued at a fair value of $15,000 using the quoted share price on the measurement date of grant of $1.50 per common share. In connection with the issuance of these shares, on August 23, 2016, the Company capitalized costs of $15,000 as part of construction in progress to be depreciated over the life of the building improvements. The Company shall value the remaining 10,000 shares when issued using the quoted share price on the measurement date, which shall be the date that the services are completed. Effective September 1, 2015, the Company entered into a one year consulting agreement with an investor relations firm for investor relations services. In connection with this consulting agreement, the Company shall compensate the consultant for services rendered 1) cash of $5,000 per month and 2) 7,500 restricted shares to be issued within the first thirty days of the contractual period and an additional 7,500 shares of restricted stock to be issued at the end of month seven. In connection with this agreement, on March 31, 2016, the Company issued 7,500 shares of restricted stock. The shares were valued at their aggregate fair value of $40,050 using the quoted share price on the dates of grant of $5.34 per common share. Accordingly, the Company recorded consulting fees of $40,050. Effective September 1, 2016, the Company renewed this consulting agreement for an additional one year term. In connection with this renewed consulting agreement, the Company shall compensate the consultant for services rendered 1) cash of $5,000 per month and 2) 3,750 common shares per quarter to be issued at the beginning of each quarter. In connection with this renewed consulting agreement, on September 1, 2016, the Company issued 3,750 shares of common stock. The shares were valued at their aggregate fair value of $5,250 using the quoted share price on the dates of grant of $1.40 per common share. Accordingly, the Company recorded consulting fees of $5,250. On July 15, 2016, pursuant to a Settlement Agreement, the Company agreed to issue an aggregate of 50,000 shares of its common stock as follows: (a) 12,500 shares were issued within three days from execution of this Settlement Agreement, (b) 12,500 were issued on September 30, 2016, (c) 12,500 shares shall be issued on December 30, 2016, and (d) 12,500 shares shall be issued on March 31, 2017. In connection with this settlement agreement, on the measurement date of July 15, 2016, the Company valued the 50,000 shares issuable using the quoted share price of $1.75 per common share and recorded settlement expense and an accrued expense of $87,500. During the three months ended September 30, 2016, in connection with this settlement agreement, the Company issued an aggregate of 25,000 common shares and reduced accrued expenses by $43,750. At September 30, 2016, 25,000 shares are still issuable under this settlement agreement and accrued expenses amounted to $43,750. (C) Equity Incentive Plan On August 9, 2016, the Company’s Board of Directors authorized the 2016 Equity Incentive Plan (the “2016 Plan”) and reserved 10,000,000 shares of common stock for issuance thereunder. The 2016 Plan’s purpose is to encourage ownership in the Company by employees, officers, directors and consultants whose long-term service the Company considers essential to its continued progress and, thereby, encourage recipients to act in the stockholders’ interest and share in the Company’s success. The 2016 Plan authorizes the grant of awards in the form of options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code, options that do not qualify (non-statutory stock options) and grants of restricted shares of common stock. Restricted shares granted pursuant to the 2016 Plan are amortized to expense over the three-year vesting period. Options vest and expire over a period not to exceed seven years. If any share of common stock underlying a stock option that has been granted ceases to be subject to a stock option, or if any shares of common stock that are subject to any other stock-based award granted are forfeited or terminate, such shares shall again be available for distribution in connection with future grants and awards under the 2016 Plan. As of September 30, 2016, no awards have been made under the 2016 Plan. At September 30, 2016, 10,000,000 shares are available for future issuance. The Company also continues to maintain its 2014 Equity Compensation Plan (the “2014 Plan”), pursuant to which 1,250,000 previously awarded stock options are outstanding. The 2014 Plan has been superseded by the 2016 Plan. Accordingly, no additional shares subject to the existing 2014 Plan will be issued and the 1,250,000 shares issuable upon exercise of stock options will be issued pursuant to the 2014 Plan, if exercised. As of September 30, 2016, options to purchase 1,250,000 shares of common stock are outstanding pursuant to the 2014 Plan. (D) Stock options granted pursuant to consulting and employment agreements On May 6, 2015, the Company entered into a 36-month consulting agreement with a stockholder for business advisory services. In connection with this consulting agreement, the Company granted options to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share under the 2014 Plan. The options vest as to 125,000 of such shares on July 1, 2015 and for each quarter thereafter through April 1, 2017, and expire on May 5, 2025 or earlier due to employment termination. The fair value of this option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 120%; risk-free interest rate of 2.25%; and, an estimated holding period of 10 years. In connection with these options, the Company valued these options at a fair value of $948,400 and will record stock-based consulting expense over the vesting period. For the three months ended September 30, 2016 and 2015, the Company recorded consulting expense of $54,166 and $227,488, respectively, related to these options. For the nine months ended September 30, 2016 and 2015, the Company recorded consulting expense of $245,637 and $497,696, respectively, related to these options. In connection with an employment agreement with a former officer of the Company, the Company granted options to purchase 300,000 shares of the Company’s common stock at an exercise price of $1.00 per share to the employee under the 2014 Plan. The options vested as to 50,000 of such shares on August 1, 2015, and 50,000 options were to vest on May 1, 2016 and for each year thereafter through May 1, 2020, and expire five years from the date of grant or earlier due to employment termination. The fair value of these option grants was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 120%; risk-free interest rate of 1.50%; and, an estimated holding period of 5 years. In connection with these options, the Company valued these options at a fair value of $248,100 and was recording stock-based consulting expense over the vesting period. For the three and nine months ended September 30, 2015, the Company recorded stock-based compensation expense of $37,387 and $80,690 related to these options, respectively. In January 2016, the employee resigned and the employment agreement was terminated. Accordingly, on January 8, 2016, 250,000 non-vested options were cancelled. Accordingly upon termination, the Company reversed all stock-based compensation previously recognized on the non-vested stock options of $62,944 which was reflected as a reduction of compensation and benefits expense. Additionally, in April 2016, the remaining 50,000 vested stock options were cancelled due to employment termination. On December 30, 2015, the Company granted the Company’s Chief Executive Officer and President an option, pursuant to the 2014 Plan, to purchase 250,000 of the Company’s common stock at an exercise price of $1.00 per share. The grant date of the option was December 30, 2015 and the option expires on December 30, 2026. The option vests as to (i) 25,000 of such shares on December 30, 2015, and (ii) as to 25,000 of such shares on December 30, 2016 and each year thereafter through December 30, 2026. The fair value of this option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 120%; risk-free interest rate of 2.31%; and, an estimated holding period of 10 years. In connection with these options, the Company valued these options at a fair value of $237,150 and will record stock-based compensation expense over the vesting period. For the three months ended September 30, 2016 and 2015, the Company recorded stock-based compensation expense of $16,772 and zero, respectively. For the nine months ended September 30, 2016 and 2015, the Company recorded stock-based compensation expense of $50,317 and zero, respectively. At September 30, 2016, there were 1,250,000 options outstanding and 650,000 options vested and exercisable. As of September 30, 2016, there was $211,827 of unvested stock-based compensation expense to be recognized through December 2024. The aggregate intrinsic value at September 30, 2016 was approximately $500,000 and was calculated based on the difference between the quoted share price on September 30, 2016 and the exercise price of the underlying options. Stock option activities for the nine months ended September 30, 2016 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2015 1,550,000 $ 1.00 - $ - Forfeited (300,000 ) 1.00 - - Balance Outstanding September 30, 2016 1,250,000 $ 1.00 8.93 $ 500,000 Exercisable, September 30, 2016 650,000 $ 1.00 8.93 $ 260,000

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 – COMMITMENTS AND CONTINGENCIES Legal matters Healing Healthcare 3, Inc.; Xingang, LLC v. v. Zoned Properties, Inc., et al.; Court Filed: Maricopa County Superior Court, Arizona; Case Number: CV2015-012264; Date Filed: October 21, 2015. On October 21, 2015, Healing Healthcare 3, Inc. (“HH3”) and Xingang, LLC filed a complaint against the Company, President and CEO Bryan McLaren, Board member Alex McLaren, and wholly-owned subsidiary Tempe Industrial Properties, LLC, among others. The complaint concerned the Company’s lease of space in Tempe, Arizona to operate a medical marijuana cultivation site. HH3 and Xingang claim that the Company and its related parties violated the terms of the lease for various reasons. On May 23, 2014, the Company concluded that the lease had been breached, and terminated the lease and retook possession of the property. Plaintiffs asserted various contract and tort claims against the Company and its related parties, and seeks $10,000 per day “for each day that the Company remained in possession of the Tempe Property in violation of the Lease,” attorneys’ fees and costs, treble damages, punitive damages, and interest. The complaint was served on the Company and its related parties on February 17, 2016. On March 8, 2016, the Company, Bryan McLaren, Alex McLaren, and TIP (the “Moving Parties”) filed a motion to dismiss the claims asserted against them in the complaint, with prejudice, on various grounds. On April 14, 2016, the court granted in part, and denied in part, the motion to dismiss. In sum, the court granted the dismissal of the contract claims against the McLarens without leave to amend; denied the dismissal of the two contract claims against the Company and TIP; and granted the dismissal of the remaining tort claims, subject to leave to amend the complaint within 20 days of the order. On May 5, 2016, HH3 and Xingang filed an amended complaint with new fact allegations, reasserting the claims that had survived the motion to dismiss. A motion to dismiss the amended complaint was filed on behalf of the Company, Bryan McLaren, and TIP. The motion was fully-briefed, and by order dated July 8, 2016, the Court granted the motion to dismiss the claims asserted by Xingang but denied the rest of the motion. The Company, Bryan McLaren, and TIP filed their answer to the amended complaint on July 27, 2016. On or about November 8, 2016, the Company reached a settlement with Healing Healthcare 3, Inc. (“HH3”) to settle the lawsuit HH3 filed on October 21, 2015. The terms of the settlement are confidential, but the lawsuit will be dismissed in its entirety with prejudice. In a letter dated April 4, 2016, a shareholder of the Company, through legal counsel, made a demand on the Company related to a certain reverse-stock split that occurred following changes in the composition of the Company’s officers and directors in 2014. In its letter, this shareholder alleged, among other things, that: the reverse-stock split was designed to dilute existing Company interests of existing shareholders and to further entrench new management’s control over the Company. This shareholder demanded that the board of directors bring a legal action against certain officers and directors and against the Company’s transfer agent for various alleged violations of federal and state law. This shareholder indicated its intent to file a putative shareholder derivative action if its demand were not accepted. The Company evaluated this shareholder’s demand and engaged in settlement talks for several weeks. On July 15, 2016, the parties entered into a Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement”), whereby the Company agreed to issue an aggregate of 50,000 shares of its common stock as follows: (a) 12,500 shares were issued within three days from execution of the Settlement Agreement, (b) 12,500 were issued on September 30, 2016, (c) 12,500 shares shall be issued on December 30, 2016, and (d) 12,500 shares shall be issued on March 31, 2017. In connection with the Settlement Agreement, during the nine months ended September 30, 2016, the Company recorded settlement expense of $87,500. In a letter dated May 10, 2016, Marc Brannigan, the Company’s former CEO, and related parties (collectively “Brannigan”) sent a demand letter, through counsel, to the Company and certain other third-parties, claiming, among other things, that the Company improperly diluted Brannigan’s equity in the Company. Brannigan demands that the Company issue shares to “reverse” the dilution, invalidate shares improperly issued by the Company, pay unspecified damages, recover one-third of all Company shares owned by Alan Abrams and Chris Carra, and recover Brannigan’s purported majority ownership and voting control of the Company. The Company has evaluated Brannigan’s purported claims, and intends to vigorously defend against such claim. A mediation involving all interested parties occurred on July 29, 2016 and was unsuccessful. Rental property acquisition On April 22, 2016, Zoned Colorado Properties, LLC (“Zoned Colorado”), a wholly owned subsidiary of the Company, entered into a Contract to Buy and Sell Real Estate (Commercial) (the “Agreement”) with Parachute Development Corporation (“Seller”) pursuant to which Zoned Colorado agreed to purchase, and Seller agreed to sell, property in Parachute, Colorado (the “Property”) for a purchase price of $499,857. Of the total purchase price, $274,857, or 55%, will be paid in cash at closing and $225,000, or 45%, will be financed by Seller at an interest rate of 6.5%, amortized over a five-year period, with a balloon payment at the end of the fifth year. Payments will be made monthly and there will be no pre-payment penalty. Pursuant to the terms of the Agreement, the parties will cooperate in good faith to complete due diligence during a period of 45 days following execution of the Agreement. The closing is subject to certain contingencies, including that Zoned Colorado must obtain acceptable financing for the purchase and development of the property, the grant of a special use permit by the Town of Parachute, approval of a protected development deal or equivalent agreement by the Town of Parachute, execution of a lease agreement by a prospective tenant and the prospective tenant’s obtaining a license to cultivate on the property. Pursuant to the terms of the Agreement, Zoned Colorado will have a right of first refusal on eleven additional lots owned by Seller in Parachute, Colorado. In April 2016, we paid a refundable deposit of $45,000 into escrow in connection with the Agreement. As of September 30, 2016, the Company and Seller are still cooperating to complete the purchase.

Concentrations

Concentrations	9 Months Ended
	Sep. 30, 2016
Concentrations [Abstract]
CONCENTRATIONS	NOTE 7 – CONCENTRATIONS Rental income and rent receivable – related parties The Company entered into lease agreements with non-profit companies whose director is a beneficial stockholder of the Company. Additionally, during the year ended December 31, 2015 and as amended during 2016, the Company entered into lease agreements with companies owned by this beneficial stockholder of the Company. For the three months ended September 30, 2016 and 2015, rental revenue associated with these leases amounted to $422,382 and $286,914, which represents 87.8% and 70.3% of total revenues, respectively. For the nine months ended September 30, 2016 and 2015, rental revenue associated with these leases amounted to $1,113,384 and $634,883, which represents 86.2% and 68.8% of total revenues, respectively. At September 30, 2016 and December 31, 2015, deferred rent receivable – related parties amounted to $797,657 and $367,013, respectively. A reduction in sales from or loss of such related party leases would have a material adverse effect on our consolidated results of operations and financial condition.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS Common shares issued On October 1, 2016, pursuant to an engagement letter dated in October 2015, the Company issued 12,693 shares of its common stock to a Company majority owned by the Company’s CFO for services rendered. The shares were valued at their fair value of $18,405, or $1.45 per common share, which was the fair value of the common shares using the quoted share price on the date of grant. In connection with the issuance of these common shares, the Company recorded stock-based compensation expense of $18,405. Related party lease Effective October 10, 2016, Chino Valley entered into a third amendment to commercial lease agreement (the “Amendment”) with C3C3 Group, LLC (“C3C3”) and Alan Abrams. Pursuant to the terms of the Amendment, the size of the leased property was expanded and the monthly rental rate was increased effective November 1, 2016.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies [Abstract]
Basis of presentation and principals of consolidation	Basis of presentation and principals of consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The condensed consolidated financial statements for the three and nine months ended September 30, 2016 and 2015 have been prepared by us without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of September 30, 2016 and 2015, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.
Use of estimates	Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the nine months ended September 30, 2016 and 2015 include the collectability of rent, the useful life of rental properties and property and equipment, assumptions used in assessing impairment of long-term assets, valuation allowances for deferred tax assets, and the fair value of non-cash equity transactions, including options and stock-based compensation.
Risks and uncertainties	Risks and uncertainties The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. The Company conducts a significant portion of its business in Arizona. Consequently, any significant economic downturn in the Arizona market could potentially have an effect on the Company’s business, results of operations and financial condition.
Fair value of financial instruments	Fair value of financial instruments The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, note receivable, deferred rent receivable, prepaid expenses and other current assets, real estate tax escrow, short-term notes payable, mortgages payable, convertible notes payable, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.
Cash and cash equivalents	Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. The majority of the Company’s cash and cash equivalents are held at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. To date, the Company has not experienced any losses on its invested cash. The Company had no cash equivalents at September 30, 2016 and December 31, 2015. At September 30, 2016, the Company had approximately $360,000 of cash in excess of FDIC limits.
Accounts receivable	Accounts receivable The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized in general and administrative expense.
Real estate tax escrow	Real estate tax escrow Real estate tax escrow consists of funds held for the purpose of real estate taxes owed. These funds will be released as required to satisfy tax payments as due.
Rental properties	Rental properties Rental properties are carried at cost less accumulated depreciation and amortization. Betterments, major renovations and certain costs directly related to the improvement of rental properties are capitalized. Maintenance and repair expenses are charged to expense as incurred. Depreciation is recognized on a straight-line basis over estimated useful lives of the assets, which range from 7 to 39 years. Tenant improvements are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets. Upon the acquisition of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above-market leases and acquired in-place leases) and acquired liabilities (such as acquired below-market leases) and allocate the purchase price based on these assessments. The Company assesses fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. The Company records acquired intangible assets (including acquired above-market leases and acquired in-place leases) and acquired intangible liabilities (including below-market leases) at their estimated fair value. The Company amortizes acquired above-and below-market leases as a decrease or increase to rental income, respectively, over the lives of the respective leases. Amortization of acquired in-place leases is included as a component of depreciation and amortization. For the nine months ended September 30, 2016 and 2015, there were no acquired in-place leases. The Company’s properties, including any related intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If the Company’s estimates of the projected future cash flows, anticipated holding periods, or market conditions change, the Company’s evaluation of impairment losses may be different and such differences could be material to its consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. For the nine months ended September 30, 2016 and 2015, the Company did not record any impairment losses. The Company has capitalized land, which is not subject to depreciation.
Property and equipment	Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives. The Company uses a five year life for office equipment, seven years for furniture and fixtures, and 5 to 10 years for vehicles. Expenditures for maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
Revenue recognition	R evenue recognition Rental income includes base rents that each tenant pays in accordance with the terms of its respective lease and is reported on a straight-line basis over the non-cancellable term of the lease, which includes the effects of rent steps and rent abatements under the leases. We commence rental revenue recognition when the tenant takes possession of the leased space or controls the physical use of the leased space and the leased space is substantially ready for its intended use. Rental income also includes the amortization of acquired above-and below-market leases, net. Beginning in 2014, the Company began generating revenues from the non-residential rental properties. Certain of the Company’s leases currently contain rental increases at specified intervals. The Company records as an asset, and include in revenue,
Basic income (loss) per share	Basic income (loss) per share Basic income (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following: September 30, 2016 September 30, 2015 Convertible debt 200,000 200,000 Stock options 1,250,000 1,300,000
Segment reporting	Segment reporting The Company’s business is comprised of one reportable segment. The Company has determined that its properties have similar economic characteristics to be aggregated into one reportable segment (operating, leasing and managing commercial properties). The Company’s determination was based primarily on its method of internal reporting.
Income tax	Income tax Deferred income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes”. Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. The Company does not believe it has any uncertain tax positions as of September 30, 2016 and 2015 that would require either recognition or disclosure in the accompanying consolidated financial statements.
Stock-based compensation	Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.
Related parties	Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
Recently issued accounting pronouncements	Recently issued accounting pronouncements In May 2014, the FASB issued an update (“ASU 2014-09”) Revenue from Contracts with Customers. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes On February 25, 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments 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. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements. On March 30, 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”) to amend the accounting guidance for share-based payment accounting. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and early adoption is permitted. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
Reclassification	Reclassification Certain reclassifications have been made in the prior period’s consolidated financial statements to conform to the current period’s presentation.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies [Abstract]
Schedule of antidilutive shares excluded from computation of earnings per share	September 30, 2016 September 30, 2015 Convertible debt 200,000 200,000 Stock options 1,250,000 1,300,000

Rental Properties (Tables)

Rental Properties (Tables)	9 Months Ended
	Sep. 30, 2016
Rental Properties [Abstract]
Schedule of rental properties	Description Useful Life (Years) September 30, December 31, Building and building improvements 39 $ 4,950,016 $ 4,823,318 Construction in progress - 484,617 - Land - 2,589,667 2,589,667 Equipment 7 23,164 23,164 Rental properties, at cost 8,047,464 7,436,149 Less: accumulated depreciation (332,639 ) (211,556 ) Rental properties, net $ 7,714,825 $ 7,224,593

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity [Abstract]
Schedule of stock option activities	Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2015 1,550,000 $ 1.00 - $ - Forfeited (300,000 ) 1.00 - - Balance Outstanding September 30, 2016 1,250,000 $ 1.00 8.93 $ 500,000 Exercisable, September 30, 2016 650,000 $ 1.00 8.93 $ 260,000

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Details) - shares	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Convertible debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the calculation of diluted earnings per share	200,000	200,000
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the calculation of diluted earnings per share	1,250,000	1,300,000

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Summary of Significant Accounting Policies (Textual)
Amount of cash excess of FDIC	$ 360,000
Cash equivalents
Rental properties [Member] | Minimum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life of assets	7 years
Rental properties [Member] | Maximum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life of assets	39 years
Office equipment [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life of assets	5 years
Furniture and fixtures [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life of assets	7 years
Vehicles [Member] | Minimum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life of assets	5 years
Vehicles [Member] | Maximum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life of assets	10 years

Rental Properties (Details)

Rental Properties (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Rental properties, at cost	$ 8,047,464	$ 7,436,149
Less: accumulated depreciation	(332,639)	(211,556)
Rental properties, net	$ 7,714,825	7,224,593
Building and building improvements [Member]
Property, Plant and Equipment [Line Items]
Useful Life (Years)	39 years
Rental properties, at cost	$ 4,950,016	4,823,318
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Useful Life (Years)	0 years
Rental properties, at cost	$ 484,617
Land [Member]
Property, Plant and Equipment [Line Items]
Useful Life (Years)	0 years
Rental properties, at cost	$ 2,589,667	2,589,667
Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful Life (Years)	7 years
Rental properties, at cost	$ 23,164	$ 23,164

Rental Properties (Details Text

Rental Properties (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Rental Properties (Textual)
Depreciation and amortization of rental properties	$ 41,522	$ 33,901	$ 121,083	$ 105,345

Related Party Transactions (Det

Related Party Transactions (Details)	Sep. 01, 2015USD ($)	Aug. 31, 2015USD ($)ft²	Oct. 26, 2015	Aug. 20, 2014USD ($)$ / shares	Sep. 30, 2016USD ($)$ / shares	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)$ / shares	Sep. 30, 2015USD ($)	Dec. 31, 2015USD ($)
Related Party Transaction [Line Items]
Convertible notes payable					$ 500,000		$ 500,000		$ 500,000
Common stock conversion price per share | $ / shares					$ 5		$ 5
Interest expenses - related parties					$ 8,750	$ 8,750	$ 26,250	$ 26,250
Rental revenues - related parties					422,382	$ 286,914	1,113,384	$ 634,883
Deferred rent receivable					14,934		14,934		8,909
Tempe Lease [Member]
Related Party Transaction [Line Items]
Lease expiration date		Jul. 31, 2035
Area of land | ft²		20,000
Base monthly rent		$ 13,500
Annual increase rate on lease and rentals		5.00%
Related party lease agreements [Member]
Related Party Transaction [Line Items]
Deferred rent receivable					797,657		797,657		367,013
Security deposit liability	$ 60,000				70,000		70,000		26,250
Security deposits paid in installments	$ 5,000
Chief financial officer ("CFO") [Member] | Employment agreement [Member]
Related Party Transaction [Line Items]
Engagement letter description			The Company shall pay to a base fee of $6,500 in cash per month of which $2,000 shall be deferred and paid upon the earlier of six months or a capital raise, and $3,500 per month payable quarterly in advance in common shares of the Company valued at the lower of the share price from the most recent capital raise or 60% of the bid price of the Company's common stock at the last trading day of the previous quarter with a minimum number of common shares issuable per month of 1,250 shares.
Chino Valley [Member]
Related Party Transaction [Line Items]
Lease expiration date		Jul. 31, 2035
Area of land | ft²		25,000
Building improvements and equipment					2,000,000		2,000,000
Construction progress costs					611,314		611,314
Base monthly rent		$ 30,000
Annual increase rate on lease and rentals		5.00%
Senior convertible debenture [Member]
Related Party Transaction [Line Items]
Convertible notes payable				$ 500,000
Interest rate of convertible notes payable				7.00%
Maturity date of debt				Aug. 20, 2017
Debt conversion description				The holder has the option after 12 months to convert all or a portion of the Debenture into shares of the Company's common stock at the conversion price of $5.00 per share.
Common stock conversion price per share | $ / shares				$ 5
Accrued interest payable					$ 73,791		$ 73,791		$ 47,542
Senior convertible debenture [Member] | Preferred stock [Member]
Related Party Transaction [Line Items]
Ownership percentage				50.00%

Stockholders' Equity (Details)

Stockholders' Equity (Details)	9 Months Ended
	Sep. 30, 2016USD ($)$ / sharesshares
Stockholders' Equity [Abstract]
Number of Options Outstanding, Beginning balance | shares	1,550,000
Number of Options Outstanding, Forfeited | shares	(300,000)
Number of Options Outstanding, Ending balance | shares	1,250,000
Number of Options, Exercisable | shares	650,000
Weighted Average Exercise Price, Beginning balance | $ / shares	$ 1
Weighted Average Exercise Price, Forfeited | $ / shares	1
Weighted Average Exercise Price, Ending balance | $ / shares	1
Weighted Average Exercise Price, Exercisable | $ / shares	$ 1
Weighted Average Remaining Contractual Term (Years), Outstanding	8 years 11 months 5 days
Weighted Average Remaining Contractual Term (Years), Exercisable	8 years 11 months 5 days
Aggregate Intrinsic Value, Beginning balance | $
Aggregate Intrinsic Value, Forfeited | $
Aggregate Intrinsic Value, Ending balance | $	500,000
Aggregate Intrinsic Value, Exercisable | $	$ 260,000

Stockholders' Equity (Details T

Stockholders' Equity (Details Textual) - USD ($)	Oct. 01, 2016	Sep. 01, 2016	Aug. 09, 2016	Jul. 15, 2016	Mar. 31, 2016	Feb. 01, 2016	Jan. 27, 2016	Jan. 08, 2016	Sep. 01, 2015	May 06, 2015	Dec. 13, 2013	Aug. 23, 2016	Apr. 30, 2016	Dec. 30, 2015	Jul. 01, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Stockholders Equity Textual [Abstract]
Preferred stock, shares authorized																5,000,000		5,000,000		5,000,000
Preferred stock, par value																$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares issued																2,000,000		2,000,000		2,000,000
Shares per price												$ 1.50
Subscription receivable
Issued shares of common stock, Shares																				1,000,000
Issued shares of common stock, Value
Aggregate shares of common stock												10,000
Common stock issued for services, Fair value												$ 15,000
Cash paid																			$ 2,250
Convertible note payable - related party																$ 500,000		$ 500,000		$ 500,000
Common stock shares issued to to Marc Brannigan																17,181,375		17,181,375		17,080,850
Common stock value issued																$ 17,181		$ 17,181		$ 17,081
Common stock, par value																$ 0.001		$ 0.001		$ 0.001
Aggregate intrinsic value
Capitalize costs as part of construction in process												$ 15,000
Remaining shares valued using the quoted share price, shares												10,000
Number of Options Outstanding																1,250,000		1,250,000		1,550,000
Stock options granted pursuant to consulting and employment agreements [Member]
Stockholders Equity Textual [Abstract]
Stock-based compensation																	$ 37,387		80,690
Number of options outstanding, Granted										1,000,000				250,000				300,000
Expected dividend yield														0.00%	0.00%			0.00%		0.00%
Expected volatility rate														120.00%	120.00%			120.00%		120.00%
Risk-free interest rate														2.31%	2.25%			1.50%		1.50%
Fair value of options														$ 237,150	$ 948,400			$ 248,100
Estimated period														10 years	10 years			5 years		5 years
Consulting expense																$ 54,166	227,488	$ 245,637	$ 497,696
Exercise Price										$ 1				$ 1		$ 1		$ 1
Options vested description														The option vests as to (i) 25,000 of such shares on December 30, 2015, and (ii) as to 25,000 of such shares on December 30, 2016 and each year thereafter through December 30, 2026.	The options vest as to 125,000 of such shares on July 1, 2015 and for each quarter thereafter through April 1, 2017, and expire on May 5, 2025 or earlier due to employment termination.			The options vested as to 50,000 of such shares on August 1, 2015, and 50,000 options were to vest on May 1, 2016 and for each year thereafter through May 1, 2020, and expire five years from the date of grant or earlier due to employment termination.
Number of vested shares								62,944										650,000	450,000
Number of non-vested shares cancelled								250,000					50,000
Aggregate intrinsic value																		$ 500,000
Unvested stock-based compensation expense																		$ 211,827
Employee Stock Ownership Plan (ESOP), Compensation Expense														$ 23,715
Number of Options Outstanding																1,250,000		1,250,000
Common stock issued for settlement [Member]
Stockholders Equity Textual [Abstract]
Aggregate shares of common stock				50,000												25,000		25,000
Sale of stock, Description				(a) 12,500 shares were issued within three days from execution of this Settlement Agreement, (b) 12,500 were issued on September 30, 2016, (c) 12,500 shares shall be issued on December 30, 2016, and (d) 12,500 shares shall be issued on March 31, 2017.
Connection with this consulting agreement, Description				On the measurement date of July 15, 2016, the Company valued the 50,000 shares issuable using the quoted share price of $1.75 per common share and recorded settlement expense and an accrued expense of $87,500.
Consulting expense																$ 43,750		$ 43,750
Architectural and Design Services Company [Member]
Stockholders Equity Textual [Abstract]
Shares per price						$ 4.50
Aggregate shares of common stock						30,000
Common stock issued for services, Fair value						$ 45,000
Engagement letter agreement description						Pursuant to the agreement, the Company shall issue 10,000 shares of common stock immediately and 20,000 shares of common stock at the completion of the engagement.
Capitalize costs as part of construction in process						$ 45,000
Remaining shares valued using the quoted share price, shares						20,000
One Year Consulting Agreement [Member]
Stockholders Equity Textual [Abstract]
Issued shares of restricted common stock		3,750			7,500
Shares per price		$ 1.40			$ 5.34
Common stock issued for services, Fair value		$ 5,250			$ 40,050
Stock-based consulting fees		$ 5,250			$ 40,050
Connection with this consulting agreement, Description		1) cash of $5,000 per month and 2) 3,750 common shares per quarter to be issued at the beginning of each quarter.							1) cash of $5,000 per month and 2) 7,500 restricted shares to be issued within the first thirty days of the contractual period and an additional 7,500 shares of restricted stock to be issued at the end of month seven.
2016 Equity Incentive Plan [Member]
Stockholders Equity Textual [Abstract]
Issued shares of common stock, Shares			10,000,000
Terms of plan			The 2016 Plan's purpose is to encourage ownership in the Company by employees, officers, directors and consultants whose long-term service the Company considers essential to its continued progress and, thereby, encourage recipients to act in the stockholders' interest and share in the Company's success. The 2016 Plan authorizes the grant of awards in the form of options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code, options that do not qualify (non-statutory stock options) and grants of restricted shares of common stock. Restricted shares granted pursuant to the 2016 Plan are amortized to expense over the three-year vesting period. Options vest and expire over a period not to exceed seven years.															The Company also continues to maintain its 2014 Equity Compensation Plan (the "2014 Plan"), pursuant to which 1,250,000 previously awarded stock options are outstanding. The 2014 Plan has been superseded by the 2016 Plan. Accordingly, no additional shares subject to the existing 2014 Plan will be issued and the 1,250,000 shares issuable upon exercise of stock options will be issued pursuant to the 2014 Plan, if exercised.
Future issuance shares																10,000,000		10,000,000
Number of Options Outstanding																1,250,000		1,250,000
CFO [Member]
Stockholders Equity Textual [Abstract]
Aggregate shares of common stock																		14,275
Common stock issued for services, Fair value																		$ 47,734
Stock-based compensation																		$ 47,734	$ 0
CFO [Member] | Maximum [Member]
Stockholders Equity Textual [Abstract]
Shares per price																$ 2.54		$ 2.54
CFO [Member] | Minimum [Member]
Stockholders Equity Textual [Abstract]
Shares per price																$ 5.34		$ 5.34
CFO [Member] | Subsequent Events [Member]
Stockholders Equity Textual [Abstract]
Shares per price	$ 1.45
Aggregate shares of common stock	12,693
Common stock issued for services, Fair value	$ 18,405
Stock-based compensation	$ 18,405
Board of Directors [Member]
Stockholders Equity Textual [Abstract]
Preferred stock, shares authorized											5,000,000
Preferred stock, par value											$ 0.001
Preferred stock, voting rights											The holders of the preferred stock are entitled to fifty (50) votes for each share held.
Preferred stock outstanding transactions											At least 51% of the total number of shares of Preferred Stock outstanding
Shares per price							$ 4.50
Aggregate shares of common stock							30,000
Common stock issued for services, Fair value							$ 135,000
Stock-based compensation							$ 135,000
Chief executive officer [Member] | Stock options granted pursuant to consulting and employment agreements [Member]
Stockholders Equity Textual [Abstract]
Stock-based compensation																$ 16,772	$ 0	$ 50,317	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Apr. 22, 2016	May 23, 2014	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Commitments and Contingencies (Textual)
Seek paid per day		$ 10,000
Settlement expense					$ 87,500	$ 67,500
Purchase price of property	$ 499,857				2,534	$ 6,961
Payment terms of purchase agreement	Of the total purchase price, $274,857, or 55%, will be paid in cash at closing and $225,000, or 45%, will be financed by Seller at an interest rate of 6.5%, amortized over a five-year period, with a balloon payment at the end of the fifth year.
Refundable deposit into escrow	$ 45,000		$ 106,971		$ 106,971		$ 46,072
Settlement Agreement [Member]
Commitments and Contingencies (Textual)
Common of stock, Description					On July 15, 2016, the parties entered into a Confidential Settlement Agreement and Mutual Release (the "Settlement Agreement"), whereby the Company agreed to issue an aggregate of 50,000 shares of its common stock as follows: (a) 12,500 shares were issued within three days from execution of the Settlement Agreement, (b) 12,500 were issued on September 30, 2016, (c) 12,500 shares shall be issued on December 30, 2016, and (d) 12,500 shares shall be issued on March 31, 2017.

Concentrations (Details)

Concentrations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Concentration Risk [Line Items]
Rental revenues - related parties	$ 422,382	$ 286,914	$ 1,113,384	$ 634,883
Deferred rent receivable - related parties	$ 797,657		$ 797,657		$ 367,013
Total revenues [Member]
Concentration Risk [Line Items]
Percentage of rental income related parties	87.80%	70.30%	86.20%	68.80%

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Events [Member] - CFO [Member]	Oct. 01, 2016USD ($)$ / sharesshares
Subsequent Events (Textual)
Common stock issued for services, Shares | shares	12,693
Common stock issued for services, Fair value	$ 18,405
Common stock price per share | $ / shares	$ 1.45
Stock-based compensation	$ 18,405