Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | ZONED PROPERTIES, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 12,201,548 | ||
Entity Public Float | $ 6,322,127 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001279620 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-51640 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 46-5198242 | ||
Entity Address, Address Line One | 8360 E. Raintree Drive | ||
Entity Address, Address Line Two | #230 | ||
Entity Address, City or Town | Scottsdale | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85260 | ||
City Area Code | (877) | ||
Local Phone Number | 360-8839 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 4048 | ||
Auditor Name | D. Brooks and Associates CPAs, P.A. | ||
Auditor Location | Palm Beach Gardens, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash | $ 4,335,840 | $ 1,191,940 |
Accounts receivable | 138,825 | 7,909 |
Deferred rent receivable | 204,079 | 164,770 |
Lease incentive receivable | 477,064 | |
Rental properties, net | 8,388,136 | 6,441,465 |
Prepaid expenses and other assets | 59,129 | 32,350 |
Escrow deposits | 590,000 | |
Convertible note receivable | 200,000 | |
Property and equipment, net | 11,828 | 13,918 |
Right of use asset, net | 65,381 | |
Intangible asset, net | 9,450 | |
Investment in unconsolidated joint ventures | 58,293 | 74,554 |
Investment in equity securities | 50,000 | |
Security deposits | 2,272 | 1,100 |
Total Assets | 14,380,847 | 8,137,456 |
LIABILITIES: | ||
Convertible note payable | 2,000,000 | 2,000,000 |
Convertible note payable - related party | 20,000 | |
Notes payable, net | 5,727,750 | |
Accounts payable | 107,371 | 11,244 |
Accrued expenses | 188,535 | 108,364 |
Lease liability | 65,941 | |
Accrued interest - related party | 5,400 | |
Contract liabilities | 303,315 | 4,750 |
Derivative liability - interest rate swap, at fair value | 90,237 | |
Security deposits payable | 219,400 | 71,800 |
Total Liabilities | 8,702,549 | 2,221,558 |
Commitments and Contingencies (Note 11) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 2,000,000 shares issued and outstanding at December 31, 2022 and 2021 ($1.00 per share liquidation preference or $2,000,000) | 2,000 | 2,000 |
Common stock: $0.001 par value, 100,000,000 shares authorized; 12,201,548 shares issued and outstanding at December 31, 2022 and 2021 | 12,202 | 12,202 |
Additional paid-in capital | 21,337,318 | 21,000,563 |
Accumulated deficit | (15,673,222) | (15,098,867) |
Total Stockholders’ Equity | 5,678,298 | 5,915,898 |
Total Liabilities and Stockholders’ Equity | $ 14,380,847 | $ 8,137,456 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 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 (in Dollars per share) | $ 1 | $ 1 |
Preferred stock, liquidation preference (in Dollars) | $ 2,000,000 | $ 2,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 12,201,548 | 12,201,548 |
Common stock, shares outstanding | 12,201,548 | 12,201,548 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property investment portfolio revenues: | ||
Rental revenues | $ 1,795,719 | $ 1,261,059 |
Real estate services revenues: | ||
Advisory revenues | 244,750 | 146,031 |
Brokerage revenues | 619,621 | 413,395 |
Total real estate services revenues | 864,371 | 559,426 |
Total revenues | 2,660,090 | 1,820,485 |
OPERATING EXPENSES: | ||
Compensation and benefits | 1,232,414 | 488,607 |
Professional fees | 352,643 | 397,877 |
Brokerage fees | 431,029 | 265,208 |
General and administrative expenses | 275,862 | 201,625 |
Depreciation and amortization | 360,493 | 386,643 |
Real estate taxes | 116,912 | 87,769 |
Gain on sale of property and equipment | (312) | (51,944) |
Total operating expenses, net | 2,769,041 | 1,775,785 |
(LOSS) INCOME FROM OPERATIONS | (108,951) | 44,700 |
OTHER (EXPENSES) INCOME: | ||
Interest expenses | (160,550) | (120,000) |
Interest expenses - related party | (600) | (1,200) |
Interest income | 13,000 | 12,127 |
Change in fair value of interest rate swap | (90,237) | |
Loss on note receivable investment | (210,756) | |
Impairment loss from unconsolidated joint ventures | (73,970) | |
Loss from unconsolidated joint ventures | (16,261) | (27,476) |
Total other expenses, net | (465,404) | (210,519) |
LOSS BEFORE INCOME TAXES | (574,355) | (165,819) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (574,355) | $ (165,819) |
NET LOSS PER COMMON SHARE: | ||
Basic and diluted (in Dollars per share) | $ (0.05) | $ (0.01) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted (in Shares) | 12,201,548 | 12,175,623 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss per common share basic and diluted | $ (0.05) | $ (0.01) |
Weighted average common shares outstanding basic and diluted | 12,201,548 | 12,175,623 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 2,000 | $ 12,012 | $ 20,854,773 | $ (14,933,048) | $ 5,935,737 |
Balance (in Shares) at Dec. 31, 2020 | 2,000,000 | 12,011,548 | |||
Common stock issued for services | $ 130 | 51,870 | 52,000 | ||
Common stock issued for services (in Shares) | 130,000 | ||||
Common stock issued for intangible asset | $ 60 | 37,740 | 37,800 | ||
Common stock issued for intangible asset (in Shares) | 60,000 | ||||
Accretion of stock-based compensation related to stock options issued | 56,180 | 56,180 | |||
Net loss | (165,819) | (165,819) | |||
Balance at Dec. 31, 2021 | $ 2,000 | $ 12,202 | 21,000,563 | (15,098,867) | 5,915,898 |
Balance (in Shares) at Dec. 31, 2021 | 2,000,000 | 12,201,548 | |||
Accretion of stock-based compensation related to stock options issued | 336,755 | 336,755 | |||
Net loss | (574,355) | (574,355) | |||
Balance at Dec. 31, 2022 | $ 2,000 | $ 12,202 | $ 21,337,318 | $ (15,673,222) | $ 5,678,298 |
Balance (in Shares) at Dec. 31, 2022 | 2,000,000 | 12,201,548 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (574,355) | $ (165,819) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation expense | 351,043 | 358,294 |
Amortization expense | 9,450 | 28,350 |
Amortization of debt discount | 1,538 | |
Stock-based compensation | 52,000 | |
Stock option expense | 336,755 | 56,180 |
Loss on note receivable investment | 210,756 | |
Lease costs | 560 | |
Impairment loss from unconsolidated joint ventures | 73,970 | |
Loss from unconsolidated joint ventures | 16,261 | 27,476 |
Gain on sale of rental property and equipment | (311) | (51,944) |
Change in fair value of interest rate swap | 90,237 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (130,916) | (2,921) |
Deferred rent receivable | (39,309) | 8,987 |
Lease incentive receivable | 22,936 | |
Prepaid expenses and other assets | (37,535) | 71,712 |
Security deposit | (2,272) | |
Accounts payable | 96,127 | 11,244 |
Accrued expenses | 80,171 | 16,278 |
Accrued expenses - related parties | (5,400) | 1,200 |
Contract liabilities | 298,565 | 1,500 |
Security deposits payable | 147,600 | 2,750 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 871,901 | 489,257 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of convertible note receivable | (100,000) | |
Lease incentive provided to tenant | (500,000) | |
Purchases of rental properties and improvements | (867,549) | (40,360) |
Purchases of property and equipment | (3,764) | (2,624) |
Net proceeds from sale of rental property | 322,332 | |
Increase in escrow deposits | (590,000) | |
Proceeds from sale of property and equipment | 2,100 | |
Investment in joint ventures and equity securities | (50,000) | (176,000) |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (2,009,213) | 3,348 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 4,500,000 | |
Payment of deferred financing fees | (184,596) | |
Repayment of notes payable | (14,192) | |
Repayment of note payable - related party | (20,000) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,281,212 | |
NET INCREASE IN CASH | 3,143,900 | 492,605 |
CASH, beginning of year | 1,191,940 | 699,335 |
CASH, end of year | 4,335,840 | 1,191,940 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | 127,538 | 120,000 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued for intangible asset | 37,800 | |
Increase in right of use asset and lease liability | 90,710 | |
Acquisition of rental properties financed through note payable | $ 1,425,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Nature of Operations [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Zoned Properties, Inc. (“Zoned Properties” or the “Company”), was incorporated in the State of Nevada on August 25, 2003. In October 2013, the Company changed its name to Zoned Properties, Inc. and in April 2014, the Company shifted its business model to address commercial real estate in the regulated cannabis industry. The Company is a real estate development firm for emerging and highly regulated industries, including legalized cannabis. The Company is redefining the approach to commercial real estate investment through its integrated growth services. Headquartered in Scottsdale, Arizona, Zoned Properties has developed a full spectrum of integrated growth services to support its real estate development model; the Company’s Property Technology, Advisory Services, Commercial Brokerage, and Investment Portfolio collectively cross-pollinate within the model to drive project value associated with complex real estate projects. With national experience and a team of experts devoted to the emerging cannabis industry, Zoned Properties is addressing the specific needs of a modern market in highly regulated industries. Zoned Properties is an accredited member of the Better Business Bureau, the U.S. Green Building Council, and the Forbes Business Council. The Company does not grow, harvest, sell or distribute cannabis or any substances regulated under United States law such as the Controlled Substance Act of 1970, as amended (the “CSA”). The Company has the following wholly owned subsidiaries: ● Chino Valley Properties, LLC (“Chino Valley”) was organized in the State of Arizona on April 15, 2014. ● Kingman Property Group, LLC (“Kingman”) 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 Arizona Properties, LLC (“Zoned Arizona”) was organized in the State of Arizona on June 2, 2017. ● Zoned Advisory Services, LLC (“Zoned Advisory”) was organized in the State of Arizona on July 27, 2018. ● Zoned Properties Brokerage, LLC (“Arizona Brokerage”) was organized in the State of Arizona on March 17, 2021. ● ZP Data Platform 1, LLC (“ZP Data 1”) was organized in the State of Arizona on April 14, 2021. ● ZP Data Platform 2, LLC (“ZP Data 2”) was organized in the State of Arizona on June 21, 2022. ● ZP RE Holdings, LLC (“ZPRE Holdings”) was organized in the State of Arizona on September 20, 2022. ● ZP RE AZ Stone, LLC (“ZP Stone”) was organized in the State of Arizona on October 19, 2022. ● ZP Brokerage MS, LLC (“Mississippi Brokerage”) was organized in the State of Mississippi on October 4, 2022. ● ZP Brokerage FL, LLC (“Florida Brokerage”) was organized in the State of Florida on October 20, 2022. ● ZP Brokerage AL, LLC (“Alabama Brokerage”) was organized in the State of Alabama on October 20, 2022. ● ZP RE MI Woodward, LLC (“ZP Woodward”) was organized in the State of Michigan on November 22, 2022 ● ZP Brokerage MO, LLC (“Missouri Brokerage”) was organized in the State of Missouri on November 30, 2022. The Company also maintains a 50% equity interest in two joint ventures (see Note 7). During 2022, the Company has closed the following wholly owned subsidiaries: ● Gilbert Property Management, LLC (“Gilbert”) was organized in the State of Arizona on February 10, 2014. This subsidiary was dissolved on July 5, 2022. ● Zoned Colorado Properties, LLC (“Zoned Colorado”) was organized in the State of Colorado on September 17, 2015. This subsidiary was dissolved on July 22, 2022. ● Zoned Oregon Properties, LLC (“Zoned Oregon”) was organized in the State of Oregon on June 16, 2015. This subsidiary was dissolved on December 13, 2022. ● Zoned Illinois Properties, LLC was organized in the State of Illinois on July 15, 2015. This subsidiary was dissolved on November 4, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Use of estimates The preparation of consolidated financial statements in conformity with 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 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 years ended December 31, 2022 and 2021 include the collectability of accounts and note receivable, the useful life of rental properties and property and equipment, assumptions used in assessing impairment of long-term assets including rental property and investment in joint ventures, valuation allowances for deferred tax assets, the fair value of derivative liability related to interest rate swap liability, 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. Additionally, the Company’s tenants operate in the legalized and regulated cannabis industry. Consequently, any significant economic downturn in the Arizona market or any changes in the federal government’s enforcement of current federal laws or changes in state laws could potentially have a negative effect on the Company’s business, results of operations and financial condition. Additionally, substantially all of the Company’s real estate properties are leased under triple-net leases to tenants (each, a “Significant Tenant” and collectively, the “Significant Tenants”). For the years ended December 31, 2022 and 2021, revenues associated with Significant Tenants amounted to $1,776,284 and $1,255,130, respectively, which represents 66.8% and 68.9% of the Company’s total revenues, respectively (see Note 3). Fair value of financial instruments The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. Other than the interest rate swap, the Company did not identify any other assets or liabilities that are required to be presented on the balance sheets at fair value, on a recurring basis, in accordance with Accounting Standards Codification (“ASC”) Topic 820. The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022. The Company did not have any financial assets and liabilities measured at fair value on December 31, 2021. December 31, 2022 Description Level 1 Level 2 Level 3 Interest rate swap liability $ — $ 90,237 $ - Interest Rate Swap In connection with a bank loan executed in 2022, the Company entered into an interest rate swap agreement to management interest rate risk related to debt that accrues interest at variable rates The Company accounts for its interest rate swap agreement in accordance with the guidance related to derivatives and hedging activities. The Company is exposed to market risk from changes in interest rates. The Company agrees to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. Interest payments receivable and payable under the terms of the interest rate swap agreement are accrued over the period to which the payment relates and the net difference is treated as an adjustment of interest expense related to the underlying liability. Because the variable interest rates used to calculate payments under the terms of the swap agreement are calculated using different benchmarks than those included in the Company’s variable rate debt agreement, the swap agreement is not considered an effective cash flow hedge Accordingly, changes in the underlying market value of the remaining swap payments are recognized into income as an increase or decrease to other income (expense) each reporting period. In accordance with ASC 820, Fair Value Measurements and Disclosures The estimated fair value of the interest rate swap agreement is determined using an internal valuation model based on market data obtained from East West Bank and is reflected as a derivative liability on the accompanying consolidated balance sheet with changes in the fair value reflected in change in fair value of interest rate swap on the accompanying statements of operations. The Company uses derivative financial instruments only to manage interest rate risks and not as investment vehicles. Information regarding the interest rate swap is as follows: Description Notional Interest Maturity Fair Value of Fair Value of December 7, 2022 interest rate swap $ 4,500,000 7.65 % December 10, 2032 $ 90,237 $ - Cash Cash is carried at cost and represents 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 Company had no cash equivalents on December 31, 2022 and 2021. The Company’s cash is 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. On December 31, 2022 and 2021, the Company had approximately $3,586,000 and $942,000, respectively, of cash in excess of FDIC limits of $250,000. Any loss incurred or a lack of access to such funds above the FDIC limit could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Accounts and convertible notes receivable The Company recognizes an allowance for losses on accounts and notes 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 and notes receivable considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized in general and administrative expense. As of December 31, 2022, in connection with the Company’s investment in convertible notes receivable, the Company recorded a loss on note receivable investment of $210,756 which is included in other income (expenses) on the accompanying consolidated statement of operations and consisting of convertible notes receivable and interest receivable amounting to $200,000 and $10,756, respectively. In connection with management’s analysis, the Company considered the current financial position of KCB Jade Holdings, LLC (“KCB”), cash on hand, probability of obtaining additional capital or cash flows from working capital in the near term and industry headwinds from macro-industry factors. Based on this analysis, the Company concluded that deriving any future benefit more this investment was highly uncertain. During the year ended December 31, 2021, the Company did not record any allowances for doubtful accounts. Investment in joint ventures The Company has equity investments in various privately held entities. The Company accounts for these investments either under the equity method or cost method of accounting depending on the Company’s ownership interest and level of influence. Investments accounted for under the equity method are recorded based upon the amount of the Company’s investment and adjusted each period for its share of the investee’s income or loss. Investments are reviewed for changes in circumstance or the occurrence of events that suggest an other than temporary event where our investment may not be recoverable. The Company evaluates its investments in these entities for consolidation. It considers its percentage interest in the joint venture, evaluation of control and whether a variable interest entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as an unconsolidated investment under either the equity method of accounting. If an investment qualifies for the equity method of accounting, the Company’s investment is recorded initially at cost, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. The net income or loss of an unconsolidated investment is allocated to its investors in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements may differ from the ownership interest held by each investor. Differences, if any, between the carrying amount of our investment in the respective joint venture and the Company’s share of the underlying equity of such unconsolidated entity are amortized over the respective lives of the underlying assets as applicable. These items are reported as a single line item in the statements of operations as income or loss from investments in unconsolidated affiliated entities. Long-term investments Long-term investments include investments in equity securities of entities over which the Company does not have a controlling financial interest or significant influence and are accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the “measurement alternative”). In applying the measurement alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are sufficient indicators that the fair value of the equity investments is less than carrying values. Changes in value are recorded in non-operating income (loss). On December 31, 2022, long-term investments consist of an investment in convertible preferred stock that does not have a readily determinable fair value (see Note 7). On December 31, 2021, the Company did not have any investment in equity securities. 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 5 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, the Company assesses 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’s rental properties 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. For the years ended December 31, 2022 and 2021, 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 five to ten 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 The Company follows ASC Topic 606, Revenue from Contracts with Customers 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 abatements under the leases. The Company commences 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. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive receivable and amortized as a reduction of revenue over the lease term. Currently, the Company’s leases provide for payments with fixed monthly base rents over the term of the leases or annual percentage increases in base rent over the term of the lease. The leases also require the tenant to remit estimated monthly payments to the Company for property taxes and common area maintenance. These payments are recorded as rental income and the related property tax expense is reflected separately on the consolidated statements of operations. Revenues from advisory services is recognized when the Company performs services pursuant to its agreements with clients and collectability is reasonably assured. Brokerage revenues primarily consist of real estate sales commissions and are recognized upon the successful completion of all required services which is likely to occur upon a lease commencement, when escrow closes on the sale of a property, or as otherwise negotiated between the Brokerage and its clients. In accordance with the guidelines established for reporting revenue gross as a principal versus net as an agent in ASC Topic 606, the Company records commission revenues and expenses on a gross basis. Of the criteria listed in ASC Topic 606, the Company is the primary obligor in the transaction, does not have inventory risk, performs all or part of the service, has credit risk, and has wide latitude in establishing the price of services rendered and discretion in selection of agents and determination of service specifications. Brokerage revenues that are payable upon payment of rent or other events beyond the Company’s control are recognized upon the occurrence of such events. Lease accounting The FASB’s Accounting Standards Update (“ASU”) 2016-02, “ Leases (Topic 842)” For leases entered into on or after the effective date, where the Company is the lessor, at the inception of the contract, the Company assesses whether the contract is a sales-type, direct financing or operating lease by reviewing the terms of the lease and determining if the lessee obtains control of the underlying asset implicitly or explicitly. If a change to a pre-existing lease occurs, the Company evaluates if the modification results in a separate new lease or a modified lease. A new lease results when a modification provides additional right of use. The new lease or modified lease is then reassessed to determine its classification based on the modified terms. As disclosed in Note 3, on January 1, 2019, the Chino Valley lease was modified to increase the monthly base rent from $35,000 to $40,000. On May 31, 2020, the Chino Valley lease was modified to decrease the monthly base rent from $40,000 to $32,800 and the Tempe lease was modified to increase the monthly base rent from $33,500 to $49,200. On August 23, 2021 and effective September 1, 2021, the Chino Valley lease was amended, and the monthly base rent was increased to $55,195 due to additional space of 27,312 square feet being leased to the lessee. On January 24, 2022 and effective on March 1, 2022, the Chino Valley lease was amended and the monthly base rent was increased to $87,581 due to additional space of 30,000 square feet being leased to the lessee, increasing the premises to a total of 97,312 square feet of operational space. In connection with this lease amendment, the Company paid $500,000 to the tenant as a tenant improvement allowance or lease incentive for investment into the premises, which was capitalized as a lease incentive receivable and is recognized on a straight-line basis over the remaining lease term as a reduction to the lease income. The increase in monthly rent was commensurate with the additional space being leased; therefore, this modification qualifies as a separate contract under ASC 842 which does not require lease classification reassessment. The Company excludes short-term leases having initial terms of 12-months or less as an accounting policy election and recognizes rent expense on a straight-lines basis over the lease term. The Company records revenues from rental properties for its operating leases where it is the lessor on a straight-line basis. Any revenue on the straight-line basis exceeding the monthly payment amount required on the operating lease is reflected as a deferred rent receivable. Effective May 31, 2020, the Company amended its leases for which it is the lessor on its Chino Valley, Tempe, Kingman and Green Valley properties. The amendments resulted in an abatement of rent for the months of June and July 2020. Additionally, in connection with an operating lease on the Company’s Michigan property acquired in December, 2022, the Company abated certain lease payments for the period from December 2022 to March 2023. These rent abatements resulted in an aggregate deferred rent receivable as of December 31, 2022 and 2021 of $204,079 and $164,770, respectively (see Note 3). Additionally, if the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive receivable and amortized as a reduction of revenue over the lease term. For contracts entered into on or after the effective date, where the Company is the lessee, at the inception of a contract, the Company assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. For leases where the Company is a lessee, primarily for the Company’s administrative office lease, the Company analyzed if it would be required to record a lease liability and a right of use asset on its consolidated balance sheets at fair value upon adoption of ASU 2016-02. Operating lease right of use asset represents the right to use the leased asset for the lease term and operating lease liability is recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company used its incremental borrowing rate of 6% based on the information available at the adoption date or execution of a lease agreement in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. Basic and diluted loss per share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the treasury stock method and as-if converted method. Potentially dilutive common shares and participating securities are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company’s net losses. The Company’s preferred stock is considered a participating security since the preferred shares are entitled to dividends equal to common share dividends and accordingly, are included in the computation of earnings per share pursuant to the two-class method. The two-class method of computing (loss) income per share is an earnings allocation formula that determines (loss) income per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the years ended December 31, 2022 and 2021. December 31, 2022 2021 Convertible debt 400,000 404,000 Stock options 2,352,500 1,575,000 2,752,500 1,979,000 Segment reporting Prior to January 1, 2022, the Company determined that its properties had similar economic characteristics to be aggregated into one reportable segment (operating, leasing and managing commercial properties, and advisory and brokerage services related to commercial properties). The Company’s determination was based primarily on its method of internal reporting. Beginning on January 1, 2022, the Company changed its method of internal reporting and determined that the Company operates in two reportable segments which consists of (1) the operations, leasing and management of its leased commercial properties, herein known as the “Property Investment Portfolio” segment, and (2) advisory and brokerage services related to commercial properties, herein known as the “Real Estate Services” segment. The Company has determined that these reportable segments were strategic business units that offered different products. Currently, these reportable segments are being managed separately based on the fundamental differences in their operations. 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 December 31, 2022 and 2021 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 ASC 718 – “Compensation – Stock Compensation Improvements to Employee Share-Based Payment Accounting. Recently issued accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, and a modified retrospective approach is required, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. In November of 2019, the FASB issued ASU 2019-10, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies which applies to the Company. The Company is currently evaluating the impact of ASU 2016-13 on its future consolidated financial statements. 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. |
Concentrations and Risks
Concentrations and Risks | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS AND RISKS | NOTE 3 – CONCENTRATIONS AND RISKS Lease Agreements with Significant Tenants The Company considers tenants whose annual base rent exceeds over 10% of the Company’s annual rental income to be a significant tenant. The Company’s properties located in Chino Valley and Green Valley are leased by Broken Arrow Herbal Center, Inc. (“Broken Arrow”). The Company’s properties located in Tempe (through November 30, 2022) and Kingman are leased by CJK, Inc. (“CJK”). On November 30, 2022, Zoned Arizona, CJK, and VSM LLC (“VSM”) entered into the Tempe Second Amendment to the Tempe Lease, as amended. Concurrently with the execution of the Tempe Second Amendment, CJK assigned all its interest in the Tempe Lease to VSM. On December 1, 2022, the Company entered into a lease agreement with its tenant for the lease of its recently acquired property located in Pleasant Ridge, Michigan (the “Woodward Lease”). The Tempe Lease, Kingman Lease, Chino Valley Lease, Green Valley Lease, and the Woodward Lease are considered significant and the tenants are referred to as the Significant Tenants. Chino Valley, AZ On May 1, 2018, Chino Valley and Broken Arrow terminated the prior Chino Valley Lease dated April 6, 2015, as amended, in consideration of (i) entry into that certain Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 between Chino Valley and Broken Arrow (the “2018 Chino Valley Lease”), with a term of 22 years, expiring April 30, 2040, and (ii) abatement of rent that would otherwise have been due for the month of April 2018 under the prior Chino Valley Lease. The 2018 Chino Valley Lease provided for payment by Broken Arrow of a fixed monthly base rent of $35,000, as well as real property taxes, personal property taxes, privilege, sales, rental, excise, use and/or other taxes (excluding income or estate taxes) levied upon or assessed against Chino Valley. In addition, pursuant to the terms of the 2018 Chino Valley Lease, Broken Arrow agreed to maintain insurance in full force during the term of the 2018 Chino Valley Lease and any other period of occupancy of the premises by Broken Arrow. On January 1, 2019, Chino Valley and Broken Arrow entered into that the First Amendment to the 2018 Chino Valley Lease (the “2019 Chino Valley Lease Amendment”), pursuant to which the monthly base rent was increased from $35,000 to $40,000. Except for the increase in base rent, the terms of the 2018 Chino Valley Lease remain in full force and effect. On May 29, 2020, Chino Valley and Broken Arrow entered into a Second Amendment to the 2018 Chino Valley Lease, as amended (the “2020 Chino Valley Amendment”), effective May 31, 2020 (“Effective Date”). Pursuant to the terms of the 2020 Chino Valley Amendment, among other things, the base rent was adjusted to $32,800 per month, and the base rent was abated from June 1, 2020 to July 31, 2020. Any increase in the rentable area of the leased premises will result in an increase in all amounts calculated based on the same, including, without limitation, base rent. Pursuant to the terms of the 2020 Chino Valley Amendment, the parties agreed that if there is any change in laws such that the dispensing, sale or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined by Chino Valley and Broken Arrow, Broken Arrow may terminate the 2018 Chino Valley Lease, as amended, by delivering written notice to Chino Valley, together with a termination payment which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent which would have been earned after termination for the balance of the term. In addition, the parties agreed that from the period from the Effective Date to June 30, 2022 (the “Improvement Period”), Broken Arrow will and/or Broken Arrow will cause its affiliate, CJK, to invest a combined total of at least $8,000,000 of improvements (“Investment by Tenants”) in and to the property that is the subject of the Chino Valley Lease and the property that is the subject of the Tempe Lease (discussed below, and collectively referred to as the “Facilities”). The Company’s Significant Tenants have completed the Investment by Tenants to the Facilities totaling in excess of $8,000,000 and have satisfied the contractual obligations related to the same. On August 23, 2021, Chino Valley and Broken Arrow entered into the Third Amendment (the “Third Chino Valley Amendment”) to the 2018 Chino Valley Lease, as amended (the “Chino Valley Lease”), effective September 1, 2021. The parties previously agreed that the base rental payments under the Chino Valley Lease would increase commensurate to any and all expanded and operational square footage on the premises by calculating the fixed rate of $0.82 per square foot per month by the new operational square footage. Accordingly, in the Third Chino Valley Amendment, the parties agreed that, as of September 1, 2021, the rental payment is increased to $55,195 per month base rental payment, plus additional rental payments, as a result of the increase in the square footage to 67,312 square feet of operational space. This lease modification qualifies as a separate contract as the modification grants the tenant additional right of use not included in the original lease, as amended, and the increase in monthly rent payments is commensurate with the standalone price for the additional square footage being leased. On January 24, 2022 and effective on March 1, 2022, Chino Valley and Broken Arrow entered into the Fourth Amendment (the “Fourth Chino Valley Amendment”) to the Chino Valley Lease, as amended. Pursuant to the terms of the Fourth Chino Valley Amendment, the parties acknowledge that an additional 30,000 square feet have become operational, increasing the premises to a total of 97,312 square feet of operational space. In connection with the Fourth Chino Valley Amendment, the Company paid $500,000 to Tenant as a tenant improvement allowance or lease incentive for investment into the premises, which was capitalized as a lease incentive receivable and is recognized on a straight-line basis over the remaining lease term as a reduction to the lease income. Pursuant to the terms of the Fourth Chino Valley Amendment, effective March 1, 2022, the monthly base rent was increased to $87,581, representing an increase from $0.82 per square foot to $0.90 per square foot, for all current and future operational square footage that may be developed as the premises continues to expand. Green Valley, AZ On May 1, 2018, Green Valley and Broken Arrow terminated the prior Green Valley Lease dated October 1, 2014, in consideration of (i) entry into that certain Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 between Green Valley and Broken Arrow (the “Green Valley Lease”), with a term of 22 years, expiring April 30, 2040, and (ii) abatement of rent that would otherwise have been due for the month of April 2018 under the prior Green Valley Lease. The Green Valley Lease provided for payment by Broken Arrow of a fixed monthly base rent of $3,500, as well as real property taxes, personal property taxes, privilege, sales, rental, excise, use and/or other taxes (excluding income or estate taxes) levied upon or assessed against Chino Valley. In addition, pursuant to the terms of the Green Valley Lease, Broken Arrow agreed to maintain insurance in full force during the term of the Green Valley Lease and any other period of occupancy of the premises by Broken Arrow. On May 29, 2020, Green Valley and Broken Arrow entered into the First Amendment (the “Green Valley Amendment”) to the Green Valley Lease, effective May 31, 2020. Pursuant to the terms of the Green Valley Amendment, among other things, the parties agreed to abate the fixed base rent of $3,500 from June 1, 2020 to July 31, 2020. In addition, the Green Valley Amendment provides that any increase in the rentable area of the leases premises will result in an increase in all amounts calculated based on the same, including, without limitation, base rent. The parties also agreed that if there is any change in laws such that the dispensing, sale or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined by Green Valley and Broken Arrow, Broken Arrow may terminate the Green Valley Lease by delivering written notice to Green Valley, together with a termination payment which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent which would have been earned after termination for the balance of the term. Tempe, AZ On May 1, 2018, Zoned Arizona and CJK terminated the prior Tempe Leases dated in 2015 and 2017 in consideration of (i) entry into that certain Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 between Zoned Arizona and CJK (the “Tempe Lease”), with a term of 22 years, expiring April 30, 2040, and (ii) abatement of rent that would otherwise have been due for the month of April 2018 under the prior Tempe Leases. The Tempe Lease provided for payment by CJK of a fixed monthly base rent of $33,500, as well as real property taxes, personal property taxes, privilege, sales, rental, excise, use and/or other taxes (excluding income or estate taxes) levied upon or assessed against Zoned Arizona. In addition, pursuant to the terms of the Tempe Lease, CJK agreed to maintain insurance in full force during the term of the Tempe Lease and any other period of occupancy of the premises by CJK. On May 29, 2020, Zoned Arizona and CJK entered into the First Amendment (the “Tempe Amendment”) to the Tempe Lease, effective May 31, 2020. Pursuant to the terms of the Tempe Amendment, among other things, the base rent was increased to $49,200 per month, and the base rent was abated from June 1, 2020 to July 31, 2020. Any increase in the rentable area of the leased premises will result in an increase in all amounts calculated based on the same, including, without limitation, base rent. Pursuant to the terms of the Tempe Amendment, the parties agreed that if there is any change in laws such that the dispensing, sale or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined by Zoned Arizona and CJK, CJK may terminate the Tempe Lease by delivering written notice to Zoned Arizona, together with a termination payment which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent which would have been earned after termination for the balance of the term. In addition, under the Tempe Amendment the parties agreed to an Investment by Tenant (as defined above in the subheading Chino Valley In connection with a promissory note, (See Note 8), on July 11, 2022 and reaffirmed on December 7, 2022, the Company entered into a Deed of Trust Agreement that secures the Company’s performance under the promissory note. The Deed of Trust Agreement transfers and assigns to the lender the right to sell the assets of Tempe and rights to rental income in case of default under the promissory note. On November 30, 2022, Zoned Arizona, CJK, and VSM LLC (“VSM”) entered into that Second Amendment (the “Tempe Second Amendment”) to the Tempe Lease, as amended. Concurrently with the execution of the Tempe Second Amendment: (i) CJK assigned all its interest in the Tempe Lease to VSM (the “Assignment”), and (ii) VSM subleased a portion of the Premises (as defined in the Tempe Lease), pursuant to that certain Sublease dated November 30, 2022 between VSM, as sublessor, and CJK, as sublessee. Pursuant to the terms of the Tempe Second Amendment, among other things, and in consideration of Zoned Arizona’s agreement to enter into the Tempe Second Amendment: (i) VSM paid Zoned Arizona $300,000 (the “Assignment Price”), (ii) VSM agreed to commit at least $3,000,000 to be spent toward capital improvements to the Premises within two years after the effective date of the Tempe Second Amendment (the “Capital Commitment”), (iii) VSM agreed to deposit an additional security deposit (the “Additional Security Deposit”) of $147,600 to be held by Zoned Arizona per the terms of the Tempe Lease, and (iv) VSM agreed to cause its affiliate, GDL Inc. (doing business as Green Dot Labs) (“GDL”) to execute and deliver to Zoned Arizona that Guaranty of Payment and Performance dated on the same date as the Tempe Amendment, which Guaranty of Payment and Performance requires GDL to guarantee and be liable for VSM’s compliance with and performance under the Tempe Lease. The Guaranty of Payment and Performance was entered into on November 30, 2022. If VSM fails to deliver to Zoned Arizona invoices or other documentation acceptable to Zoned Arizona showing the Capital Commitment has been satisfied in a timely manner, VSM will be in default under the Tempe Lease. No other terms of the Tempe Lease were modified. Therefore, the Company’s accounting for the lease remained unchanged subsequent to the Tempe Second Amendment and Assignment. Accordingly, the Company will amortize the $300,000 assignment fees into rental revenue on a straight-line basis over the remaining term of the lease through April 2040. On December 31, 2022, contract liability related to this lease modification amount to $298,565 which has been presented on the accompanying consolidated balance sheet. Kingman, AZ On May 1, 2018, Kingman and CJK agreed to terminate the prior Kingman Lease dated October 1, 2014, in consideration of (i) entry into that certain Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 between Kingman and CJK (the “Kingman Lease”), with a term of 22 years, expiring April 30, 2040, and (ii) abatement of rent that would otherwise have been due for the month of April 2018 under the Prior Kingman Lease. The Kingman Lease provides for payment by CJK of a fixed monthly base rent of $4,000, as well as real property taxes, personal property taxes, privilege, sales, rental, excise, use and/or other taxes (excluding income or estate taxes) levied upon or assessed against Kingman. In addition, pursuant to the terms of the Kingman Lease, CJK agreed to maintain insurance in full force during the term of the Kingman Lease and any other period of occupancy of the premises by CJK. On May 29, 2020, Kingman and CJK entered into the First Amendment (the “Kingman Amendment”) to the Kingman Lease, effective May 31, 2020. Pursuant to the terms of the Kingman Amendment, among other things, the parties agreed to abate the $4,000 base rent from June 1, 2020 to July 31, 2020. In addition, the Kingman Amendment provides that any increase in the rentable area of the leases premises will result in an increase in all amounts calculated based on the same, including, without limitation, base rent. The parties also agreed that if there is any change in laws such that the dispensing, sale or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined by Kingman and CJK, CJK may terminate the Kingman Lease by delivering written notice to Kingman, together with a termination payment which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent which would have been earned after termination for the balance of the term. On November 30, 2022, Kingman and CJK entered into the Second Amendment (the “Kingman Second Amendment”) to the Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 between Kingman and CJK. Pursuant to the terms of the Kingman Second Amendment, CJK agreed to grant Kingman a right to terminate the Kingman Lease upon 15 days’ prior written notice in Kingman’s sole discretion, without any obligation to do so, provided that Kingman may not exercise this right to terminate if CJK is operating its business as a going concern at the premises which is the subject of the Kingman Lease. Pleasant Ridge, MI On November 29, 2022, ZP Woodward, as landlord, entered into a Licensed Cannabis Facility Absolute Net Lease Agreement (the “Woodward Lease”) with Rapid Fish 2 LLC, as tenant (“Woodward Tenant”), whereby ZP Woodward leased the Woodward Property located in Pleasant Ridge, Michigan to the Woodward Tenant. The Woodward Lease commenced on December 1, 2022 and has a term of 14 years and 4 months through March 1, 2037, with two 5-year options to extend the term, exercisable by the Woodward Tenant pursuant to the terms and conditions of the Woodward Lease. The Woodward Lease contains customary obligations of the Woodward Tenant consistent with an absolute triple net lease agreement, including (i) the payment of real property taxes, personal property taxes, privilege, sales, rental, excise, use and/or other taxes (excluding income or estate taxes), (ii) payment of insurance premiums and operating costs of ZP Woodward related to the operation of the Woodward Property, and (iii) maintenance and repair obligations to maintain the Woodward Property in first-class retail condition. The Woodward Lease includes a Guaranty of Payment and Performance by Ammar Kattoula and Thomas Nafso. The Woodward Lease contains an abatement of the full or partial rent that would otherwise have been due for the months from December 2022 to March 2023. Subsequent to the abatement period, the Woodward Lease provides for payment by the tenant of monthly base rent beginning at $40,319 per month and increasing by 3% per year over the term of the lease, as well as real property taxes, personal property taxes, privilege, sales, rental, excise, use and/or other taxes (excluding income or estate taxes) levied upon or assessed against the Company. In addition, pursuant to the terms of the Woodward Lease, the Woodward Tenant agreed to maintain insurance in full force during the term of the Woodward Lease and any other period of occupancy of the premises by the tenant. The tenant shall have the option, exercisable by written notice to ZP Woodward given not later than 180 days prior to the expiration of the then current term, to extend the term for two further terms of five years each on the same terms and conditions as provided in this Lease. As of December 31, 2022 and 2021, security deposits payable to the collective Significant Tenants amounted to $219,400 and $71,800, respectively. Future minimum lease payments primarily consist of minimum base rent payments from the collective Significant Tenants. Future minimum lease payments to be received, on all leased properties, for each of the five succeeding calendar years and thereafter as of period ended December 31, 2022, consists of the following: Future annual base rent: 2023 $ 2,154,211 2024 2,245,735 2025 2,260,576 2026 2,264,399 2027 2,271,955 Thereafter 27,187,804 Total $ 38,384,680 Revenues – Significant Tenants For the years ended December 31, 2022 and 2021, revenues associated with Significant Tenant leases described above are summarized as follows: For the Year Ended % of For the Year Ended % of CJK $ 638,789 24.0 % $ 690,673 37.9 % Broken Arrow 1,034,470 38.9 % 564,457 31.0 % VSM * 54,728 2.1 % - - Woodward Tenant * 48,297 1.8 % - - Total $ 1,776,284 66.8 % $ 1,255,130 68.9 % * Revenues from these Significant Tenants began in December 2022 and will amount to over 10% of the Company’s rental revenue in future periods. Further, as of December 31, 2022 and 2021, a deferred rent receivable of $204,079 and $164,770 is due collectively from the Significant Tenants due to the abatement of rent under the lease agreements discussed above, respectively, and as of December 31, 2022, a lease incentive receivable of $477,064 is due from one of the Significant Tenants, in connection with the $500,000 tenant improvement allowance provided to tenant pursuant to the Chino Valley amendment executed during the year ended December 31, 2022 (see above). Additionally, as discussed above, VSM paid Zoned Arizona the $300,000 Assignment Price. The Company considers the assignment fee paid as a part of the lease payments for the modified lease and shall amortize the $300,000 assignment fees into rental revenue on a straight-line basis over the remaining term of the modified lease through April 2040. On December 31, 2022, deferred revenue related to this lease modification amounted to $298,565 and is included in contract liabilities on the accompanying consolidated balance sheet. Asset concentration The Company’s real estate properties are leased to Significant Tenants under triple-net leases that terminate through March 2037 and April 2040, respectively. The Company monitors the credit of all tenants to stay abreast of any material changes in credit quality. The Company monitors tenant credit by (1) reviewing financial statements and related metrics and information that are publicly available or that are provided to us upon request, and (2) monitoring the timeliness of rent collections. As of December 31, 2022 and 2021, the Company had an asset concentration related to the Significant Tenants. As of December 31, 2022 and 2021, the Significant Tenants collectively leased approximately 59.8% and 79.2% of the Company’s total assets, respectively. Through December 31, 2022, all rental payments have been made on a timely basis. |
Rental Properties
Rental Properties | 12 Months Ended |
Dec. 31, 2022 | |
Rental Properties [Abstract] | |
RENTAL PROPERTIES | NOTE 4 – RENTAL PROPERTIES On December 31, 2022 and 2021, rental properties, net consisted of the following: Description Useful Life December 31, December 31, Building and building improvements 5-39 $ 8,087,997 $ 6,293,748 Land - 2,514,848 2,016,548 Rental properties, at cost 10,602,845 8,310,296 Less: accumulated depreciation (2,214,709 ) (1,868,831 ) Rental properties, net $ 8,388,136 $ 6,441,465 On June 1, 2021, the Company closed on the sale of its Gilbert, AZ property with a third party (the “Purchaser”) pursuant to which the Company agreed to sell, and the Purchaser agreed to purchase, the property located in Gilbert, Arizona, for an aggregate purchase price of $335,000. In connection with the sale, the Company received net proceeds of $322,332 and recorded a gain on sale of rental property of $51,944. On December 1, 2022, ZP Woodward entered into an Exclusive Option Agreement for the Purchase of Real Property (the “Option Agreement”), dated December 1, 2022 between ZP Woodward and FL MI RE 22, LLC (the “Woodward Assignor”). Pursuant to the terms of the Option Agreement and subject to the conditions therein, ZP Woodward was granted the exclusive option (the “Option”) to assume all of the Woodward Assignor’s rights and obligations under certain purchase agreements and other definitive documents as described in the Option Agreement (collectively, “Assigned Rights”), all related to real property located in Pleasant Ridge, Michigan and as more particularly described in the Option Agreement (the “Woodward Property”). In December 2022, the Company exercised its rights to acquire the properties located at 23616 and 23622 Woodward Avenue, Pleasant Ridge, Michigan for a purchase price of $2,292,549 including cash of $867,549, and a land contract promissory note of $1,425,000 (see Note 8). The properties consist of approximately 9,060 square feet of land with approximately 6,192 square feet of rentable buildings space. Simultaneously, the Company paid cash of $590,000 to the Woodward Assignor in assignment fees and deposits for the rights to acquire two adjacent properties (the “Parking Lots”), which is reflected as escrow deposits on the accompanying consolidated balance sheets as of December 31, 2022. Subsequent to year-end 2022, in February 2023, ZP Woodward exercised its rights and acquired the adjacent Parking Lots (See Note 16). On November 29, 2022, the Woodward Properties and the Parking Lots were leased to the Woodward Tenant pursuant to the Woodward Lease (See Note 3). Repurchase Agreement On November 29, 2022, ZP Woodward, the Woodward Assignor, Ammar Kattoula and Thomas Nafso (the Woodward Assignor, Mr. Kattoula and Mr. Nafso collectively referred to as the “Repurchasers”) entered into a Real Estate Repurchase Agreement (the “Repurchase Agreement”). The Repurchase Agreement required the Repurchasers to purchase the Woodward Property from ZP Woodward upon ZP Woodward’s election in its sole discretion for a period ending 30 days after the earlier of (i) the date (y) the applicable governmental authority rejects approval of the pending Marijuana Facility Application by the Woodward Tenant, or (z) ZP Woodward has actual notice of any breach of Woodward Assignor’s representations, warranties or covenants under the Master Agreement, or (ii) March 15, 2023 or such later date mutually agreed upon by ZP Woodward and the Repurchasers. On February 14, 2023, the Marijuana Facility Application was approved by Pleasant Ridge. Subsequent to December 31, 2022, in February 2023, ZP Woodward exercised its rights and completed the purchase of the two adjacent Parking Lots, therefore no repurchase was required by the Repurchasers. For the years ended December 31, 2022 and 2021, depreciation of rental properties amounted to $345,878 and $352,529, respectively. |
Convertible Note Receivable
Convertible Note Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Note Receivable [Abstract] | |
CONVERTIBLE NOTE RECEIVABLE | NOTE 5 – CONVERTIBLE NOTE RECEIVABLE On March 19, 2020, the Company made an initial investment of $100,000 into KCB Jade Holdings, LLC (“KCB”), an entity founded by an individual related to the Company’s President and Chief Operating Officer. KCB, doing business as Open Dør Dispensaries, is committed to guiding retailers through the chaos of cannabis. KCB is interested in cannabis dispensary license holders who want to elevate the experience of regulated cannabis utilizing the Open Dør Dispensaries retail model as franchisee partners. In exchange for the investment, KCB issued to the Company a convertible debenture (the “KCB Debenture”) dated March 19, 2020 (the “Issuance Date”) in the original principal amount of $100,000. The KCB Debenture bears interest at the rate of 6.5% per annum and matures on March 19, 2025 (the “Maturity Date”). Interest on the outstanding principal sum of the KCB Debenture commences accruing on the Issuance Date and is computed on the basis of a 365-day year and the actual number of days elapsed and shall be payable annually due by the first day of each calendar anniversary following the Issuance Date. KCB may prepay the KCB Debenture at any point after 18 months following the Issuance Date, in whole or in part. However, if KCB elects to prepay the KCB Debenture prior to the Maturity Date or prior to any conversion as provided in the KCB Debenture in whole or in part, the Company will be entitled to receive a number of KCB units, in addition to such prepayment amount, constituting 10% of the total outstanding units and 10% of the total percentage interest following such issuance and at the time of such issuance. On or after six months from the Issuance Date, the Company may convert all or a portion of the principal balance and all accrued and unpaid interest due into a number of units equal to the proportion of the outstanding amount being converted multiplied by 33% of the total number of units issued and outstanding at the time of conversion, constituting 33% of the total percentage interest (the “Conversion Percentage”). If KCB defaults on payment of the KCB Debenture, the Company may, at its option, extend all conversion rights, through and including the date KCB tenders or attempts to tender payment in full of all amounts due under the KCB Debenture. Conversion rights terminate upon acceptance by the Company of payment in full of principal, accrued interest and any other amounts due under the KCB Debenture. If (i) KCB does not elect to exercise its rights of prepayment prior to the Maturity Date, (ii) the Company does not elect to exercise its rights of conversion, and (iii) KCB pays to the Company all outstanding principal and interest accrued and due under the terms of the KCB Debenture on the Maturity Date, the Company will still be entitled to receive a number of units, in addition to such payment amount, constituting 8% of the total outstanding units and 8% of the total percentage interest following such issuance and at the time of such issuance. Upon the occurrence of an Event of Default, as defined in the KCB Debenture, the entire principal balance and accrued and unpaid interest outstanding under the KCB Debenture, and all other obligations of KCB under the KCB Debenture, will be immediately due and payable and the Company may exercise any and all rights, power and remedies available to it at law or in equity or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in the KCB Debenture and proceed to enforce the payment thereof or any other legal or equitable right of the Company. Any amount of principal or interest not paid when due will bear interest at the rate of 12% per annum from the due date thereof until paid. On February 19, 2021 (the “Amendment Date”), the Company made an additional investment of $100,000 into KCB (the “Additional Investment”). In exchange, KCB issued to the Company an amended and restated convertible debenture (the “A&R Debenture”) on the Amendment Date. The A&R Debenture amends and restates in its entirety the KCB Debenture. Pursuant to the A&R Debenture, the Company and KCB agreed to certain new terms that did not exist in the KCB Debenture, which are described below. ● Interest Accrual Commencement ● Franchise Fees In addition, following the Amendment Date, KCB agreed not to decrease the amount it charges its franchise locations for an Initial Fee or any Renewal Fee as in effect on the Amendment Date without the prior written consent of the Company, or to take any other actions that would reduce the value of KCB’s obligation to the Company with respect to these franchise fee payments. KCB’s obligation to pay the Company the franchise fees listed above will survive any termination, repayment or conversion of the A&R Debenture. Failure by KCB to pay the Company the franchise fees in the manner described above will result in an event of default, and, among other things, any due and unpaid franchise fees will accrue interest at 12% per year from the date the obligation was due. Apart from the terms described above, the terms of the A&R Debenture are substantially identical to the terms of the KCB Debenture. On August 2, 2021, KCB issued to the Company a second amended and restated convertible debenture (the “Second A&R Debenture”). The Second A&R Debenture amends and restates in its entirety the A&R Debenture. Pursuant to the Second A&R Debenture, the Company and KCB agreed to revise certain terms in the A&R Debenture, as follows. Right of Prepayment Voluntary Conversion Conversion Percentage. Right of Maturity Units Apart from the terms described above, the terms of the Second A&R Debenture are substantially identical to the terms of the A&R Debenture. The convertible note receivable has been accounted for at amortized cost and is evaluated for collectability at each reporting date. As of December 31, 2022, based on management’s analysis, the Company recorded a loss on note receivable investment of $210,756 which consisted of convertible notes receivable and interest receivable amounted to $200,000 and $10,756, respectively. In connection with management’s analysis, the Company considered the current financial situation of KCB and an assessment of KCB’s franchising opportunity in the cannabis industry from a macro-industry perspective. Based on this analysis, management concluded that realizing any future benefits from this investment was uncertain; therefore, the loss on the note receivable investment was recorded which has been reflected in other (income) expenses on the consolidated statements of operations. On December 31, 2022, convertible note receivable and interest receivable amounted to $0. On December 31, 2021, convertible note receivable and interest receivable amounted to $200,000 and $10,756, respectively. |
Intangible Asset
Intangible Asset | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Asset [Abstract] | |
INTANGIBLE ASSET | NOTE 6 – INTANGIBLE ASSET On April 1, 2021, the Company’s subsidiary, Arizona Brokerage, entered in an engagement letter for real estate brokerage services with a consultant for a guaranteed term of one year (the “Guaranteed Term”). During the Guaranteed Term, neither party may terminate the engagement letter, except for “Cause” as defined in the engagement letter. In connection with the engagement letter, the Company issued 60,000 shares of its common stock for the acquisition of brokerage materials and active real estate listings. In the event of termination of the engagement letter due to cause with respect to the consultant, the consultant must return to the Company a portion of the stock equal to the remaining portion of the Guaranteed Term. The shares were valued at their fair value of $37,800 using the quoted per share price on the date of grant of $0.63. In connection with these shares, on April 1, 2021, the Company recorded an intangible asset of $37,800 which was amortized over the one-year term of the engagement letter. On December 31, 2022 and 2021, intangible assets consisted of the following: Useful life December 31, December 31, Real estate brokerage materials and listing 1 year $ 37,800 37,800 Less: accumulated amortization (37,800 ) (28,350 ) $ - $ 9,450 For the year ended December 31, 2022 and 2021, amortization of intangible assets amounted to $9,450 and $28,350, respectively. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Ventures and Equity Securities | 12 Months Ended |
Dec. 31, 2022 | |
Investment in Unconsolidated Joint Ventures and Equity Securities [Abstract] | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES AND EQUITY SECURITIES | NOTE 7 – INVESTMENT IN UNCONSOLIDATED JOINT VENTURES AND EQUITY SECURITIES Investment in unconsolidated joint ventures On December 31, 2022 and 2021, the Company held investments with aggregate carrying values of $58,293 and $74,554, respectively. The entities listed below are partially owned by the Company. The Company accounts for these investments under the equity method of accounting as the Company exercises significant influence but does not exercise financial and operating control over these entities. Investments are reviewed for changes in circumstance or the occurrence of events that suggest an other than temporary event where the Company’s investment may not be recoverable. A summary of the Company’s original investments in the unconsolidated affiliated entities and net carrying value amount is as follows: Original Net Carrying Value Entity Date Acquired Ownership Investment December 31, December 31, Beakon, LLC (the “Beakon Joint Venture”) April 22, 2021 50.0% $ 86,000 $ - $ - Zoneomics Green, LLC (the “Zoneomics Green Joint Venture”) May 1, 2021 50.0% 90,000 58,293 74,554 Total investments in unconsolidated joint venture entities $ 176,000 $ 58,293 $ 74,554 On April 22, 2021, ZP Data 1 entered into a Limited Liability Company Operating Agreement (the “Beakon Operating Agreement”) with a non-affiliated joint venture partner in connection with the formation of Beakon, LLC (“Beakon”), a Delaware limited liability company formed on April 16, 2021. Beakon signed a licensing agreement for the licensing of a consumer data/marketing software platform that Beakon will white label for the cannabis industry. Beakon’s goal is to develop and leverage the platform to help drive foot traffic to brick and mortar retail (i.e. dispensaries), and thus enhance the value of the real estate and mitigate risk. Pursuant to the Beakon Operating Agreement, ZP Data 1 purchased 50 units of Beakon for $50, which represent 50% of the membership interests of Beakon. Each unit represents, with respect to any member, such member’s: (i) interest in Beakon’s capital, (ii) share of Beakon’s net profits and net losses (and specially allocated items of income, gain, and deduction), and the right to receive distributions of net cash flow from Beakon, (iii) right to inspect Beakon’s books and records, and (iv) right to participate in the management of and vote on matters coming before the members as provided in the Beakon Operating Agreement. The transactions discussed above resulted in a joint venture, in accordance with ASC 323-10 – Investments- Equity and Joint Ventures, On May 1, 2021, the Company entered into a Limited Liability Company Operating Agreement (the “Zoneomics Green Operating Agreement”) with a non-affiliated joint venture partner in connection with the formation of Zoneomics Green, LLC (“Zoneomics Green”), a Delaware limited liability company formed on May 1, 2021. Zoneomics Green’s goal is to utilize advanced property technology to provide solutions for property identification in regulated industries such as regulated cannabis. Pursuant to the Zoneomics Green Operating Agreement, the Company purchased 50 units of Zoneomics Green for a capital contribution of $90,000, which represents 50% of the membership interests of Zoneomics Green and the other joint venture partner received 50% of the membership interests for no capital contributions. Each unit represents, with respect to any member, such member’s: (i) interest in Zoneomics Green’s capital, (ii) share of Zoneomics Green’s net profits and net losses (and specially allocated items of income, gain, and deduction), and the right to receive distributions of net cash flow from Zoneomics Green, (iii) right to inspect Zoneomics Green’s books and records, and (iv) right to participate in the management of and vote on matters coming before the members as provided in the Zoneomics Green Operating Agreement. The transactions discussed above resulted in a joint venture, in accordance with ASC 323-10 – Investments- Equity and Joint Ventures, The following represents summarized financial information derived from the financial statements of the Beakon and Zoneomics Green Joint Ventures, respectively, as of December 31, 2022 and for the years ended December 31, 2022 and 2021. Balance sheets (Unaudited): Beakon Zoneomics Current assets: Cash $ 2,400 $ 26,586 Total assets $ 2,400 $ 26,586 Liabilities $ - $ - Equity 2,400 26,586 Total liabilities and equity $ 2,400 $ 26,586 Statement of operations (Unaudited) For the Year Ended Beakon Zoneomics Net sales $ - $ - Operating expenses (540 ) (32,522 ) Net loss $ (540 ) $ (32,522 ) Company’s share of loss from unconsolidated joint ventures $ - $ (16,261 ) During the years ended December 31, 2022 and 2021, the Company recorded a loss from unconsolidated joint ventures of $16,261 and $27,476, respectively, which represents the Company’s proportionate share of losses from its joint ventures. Investment in equity securities On June 24, 2022, the Company’s wholly-owned subsidiary, ZP Data Platform 2 LLC, purchased 875 shares of Series A convertible preferred stock of Anami Technology, Inc., a California corporation, for $50,000, or $57.14 per share. The Company’s ownership percentage is less than 20% and it does not have the ability to exercise significant influence as described in ASC 323-10-15-6. This equity instrument does not have a readily determinable fair value. Accordingly, the Company elected to measure this equity security at its cost minus impairment, if any. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company shall measure the equity security at fair value as of the date that the observable transaction occurred. If the Company subsequently elects to measure this equity security at fair value, the Company shall measure all identical or similar investments of the same issuer, including future purchases of identical or similar investments of the same issuer, at fair value. The election to measure this equity security at fair value shall be irrevocable. Any resulting gains or losses on the securities for which that election is made shall be recorded in earnings at the time of the election. On December 31, 2022, investment in equity securities amounted to $50,000. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Line of Credit [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE On December 31, 2022 and 2021, notes payable consisted of the following: December 31, December 31, Note payable - East West Bank $ 4,485,808 $ - Note payable - Woodward Property 1,425,000 - Total principal due on notes payable 5,910,808 - Less: debt discount (183,058 ) - Notes payable, net $ 5,727,750 $ - East West Bank Swap note On July 11, 2022, Zoned Arizona entered into a Loan Agreement (the “Loan Agreement”), dated as of July 11, 2022, by and between Zoned Arizona and East West Bank (the “Bank”). Pursuant to the terms of the Loan Agreement, subject to and upon the satisfaction of the terms and conditions of the Loan Agreement, Zoned Arizona could request advances under a multiple access loan (“MAL”) during the MAL. On July 11, 2022, in connection with the Loan Agreement, Zoned Arizona paid loan and other fees of $176,472, and in connection with the First Amendment to the Loan Agreement discussed below, paid additional fees of $8,124. These loan and other fees aggregating $184,596 are reflected as a debt discount and are being amortized ratably and charged to interest expense over the term of the related debt. The proceeds of each advance under the MAL may be used by Zoned Arizona to refinance the real property at 410 S. Madison Drive, Tempe, AZ 85251 (the “Property”) or to conduct certain acts related to the acquisition, improvement and maintenance of real property. On termination of the MAL, all unpaid principal, unpaid and accrued interest, and all other amounts due under the MAL will be immediately due and payable. At any time before July 11, 2023, Zoned Arizona may elect to commence paying principal together with interest on the MAL (the “Early Amortization Election”) in accordance with the repayment terms set forth in the variable rate note initially evidencing the MAL, executed by Zoned Arizona in favor of the Bank (the “Note”). If Zoned Arizona makes the Early Amortization Election, then (i) Zoned Arizona will not be entitled to any further advances under the MAL, and (ii) the 25-year amortization schedule referenced in the Note will be from the date Zoned Arizona makes the Early Amortization Election. The Loan Agreement contains representations, warranties and covenants customary for a transaction of this type. Among other things, the Loan Agreement provides as follows: (a) upon the occurrence of an event of default, the outstanding principal balance of the MAL will not at any time exceed 65% of the Property’s most recent appraised value; (b) upon the occurrence of an event of default, Zoned Arizona will maintain a minimum Non-Cannabis Debt Service Coverage Ratio (as hereinafter defined) of 1.40 to 1.00; (c) Zoned Arizona will at all times maintain a minimum debt service coverage ratio of 1.50 to 1.0; and (d) Zoned Arizona and the Company, collectively, will maintain at all times, liquid assets of at least the sum of all tenant securities deposits under leases, plus $350,000 in operating reserves. Prior to First Amendment executed on December 7, 2022 in which the Company exercised its Early Amortization (see below), all advances under the MAL were to bear interest at a variable rate equal to the greater of (a) the prime rate plus 2%, or (b) a floor rate equal to the sum of the prime rate as of July 11, 2022 plus 2.25%. From July 11, 2022 to July 11, 2023, Zoned Arizona was to make interest payments on the outstanding principal balance of the MAL. From and after July 11, 2023 and continuing until July 11, 2028 (the “Maturity Date”), Zoned Arizona would pay principal together with interest on the MAL in 60 monthly installments based on the interest rate set forth in the Note and a principal amortization schedule of 25 years from July 11, 2023 (or if Zoned Arizona makes the Early Amortization Election, from the date such election is made). Zoned Arizona may prepay the outstanding principal under the Note, at any time, subject to the provisions of the Note. If Zoned Arizona prepays all, but not less than all, of the outstanding principal balance of the MAL at any time until July 11, 2023, then Zoned Arizona will also pay a premium equal to 1% of the amount prepaid. On December 7, 2022, Zoned Arizona and the Bank entered into a First Amendment to Loan Agreement (the “First Amendment”). Pursuant to the terms of the First Amendment, Zoned Arizona has elected to make its Early Amortization Election (defined in the First Amendment and Loan Agreement), which election requires Zoned Arizona to commence paying principal and interest on the MAL as set forth in the Amended Note (defined below). Except as provided in the First Amendment, the terms of the Loan Agreement remain in full force and effect. Pursuant to the terms of the Loan Agreement and First Amendment, on December 7, 2022, Zoned Arizona issued an Amended and Restated Promissory Note (the “Amended Note”) to the Bank. The Amended Note has an original principal amount of $4,500,000, a 50% loan-to-value as determined by the bank-ordered appraisal completed on the Tempe Property. The Amended Note requires Zoned Arizona to pay monthly principal and interest payments to the Bank at an interest rate equal to the prime rate plus 0.75%. The Amended Note matures 10 years after its effective date and payments are calculated based on a 30-year amortization schedule. In connection with the Amended Note, Zoned Arizona received gross proceeds of $4,500,000 and paid fees of $184,596. Zoned Arizona may prepay the outstanding principal under the Swap Note, at any time, subject to the provisions of the Swap Note. Also as previously disclosed, on July 11, 2022 and pursuant to the terms of the Loan Agreement, the Company executed a Guaranty (the “Guaranty”) in favor of the Bank, pursuant to which the Company agreed to guarantee all indebtedness of Zoned Arizona to the Bank arising under or in connection with the MAL or any of the loan documents. On December 7, 2022, the Company executed an Acknowledgement of Amendment and Reaffirmation of Guaranty (the “Reaffirmation”) in favor of the Bank. The Reaffirmation reaffirms the Guaranty and provides the Company’s consent to the First Amendment and Swap Note. On December 7, 2022, Zoned Arizona and the Bank entered into an Interest Rate Swap Transaction Confirmation (the “Confirmation”). The Confirmation incorporates by reference the 2002 ISDA Master Agreement as published by the International Swaps and Derivatives Association, Inc. as if the parties to the Confirmation executed such agreement in such form. The Confirmation provides the terms and conditions governing the interest rate swap transaction afforded to Zoned Arizona, including a fixed interest rate of 7.65%. The Company recorded the swap at fair value in the consolidated balance sheets with changes in fair value recorded contemporaneously in earnings. The Company has entered into an interest rate swap to mitigate variability in interest payments on its variable-rate debt. During the year ended December 31, 2022, amortization of debt discount amounted to $1,538. On December 31, 2022, principal and interest due on the East West Bank Swap Note amounted to $4,485,808 and $28,324, respectively. Woodward Property Note Payable On December 5, 2022, in connection with the acquisition of the Woodward Property located in Pleasant Ridge, Michigan, the Company entered into a land contact note in the amount of $1,425,000 (the “Woodward Property Note Payable “). The Woodward Property Note Payable bears interest at 9% per annum and is due in full as follows: 1) 60 monthly payments of principal and interest of $12,821 beginning on January 1, 2023, and 2) A balloon payment of $1,274,117 including the remaining principal and interest on or before December 1, 2028. On December 31, 2022, principal and interest due on the Woodward Property Note Payable amounted to $1,425,000 and $10,687, respectively. On December 31, 2022, future principal payments under the notes payable are as follows: Years ending December 31, Amount 2023 $ 63,441 2024 69,278 2025 75,451 2026 82,176 2027 89,501 Thereafter 5,530,961 Total principal payments due on December 31, 2022 $ 5,910,808 |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Note Payable [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 9 – CONVERTIBLE NOTE PAYABLE On January 9, 2017, the Company issued a convertible debenture (the “Abrams Debenture”) in the aggregate principal amount of $2,000,000 in favor of Alan Abrams, who was a significant stockholder of the Company through December 31, 2018, in exchange for cash from Mr. Abrams of $2,000,000. The Abrams Debenture accrues interest at the rate of 6% per annum payable quarterly by the 1 st The Company may prepay the Abrams Debenture at any point after nine months, in whole or in part. Pursuant to the terms of the Abrams Debenture, Mr. Abrams is entitled to convert all or a portion of the principal balance and all accrued and unpaid interest due under the Abrams Debenture into shares of the Company’s common stock at a conversion price of $5.00 per share. If the Company defaults on payment, Mr. Abrams may at his option, extend all conversion rights, through and including the date the Company tenders or attempts to tender payment in full of all amounts due under the Abrams Debenture. Any amount of principal or interest, which is not paid when due shall bear interest at the rate of 12% per annum. Upon an Event of Default (as defined in the Abrams Debenture), Mr. Abrams may (i) declare the entire principal amount and all accrued and unpaid interest under the Abrams Debenture immediately due and payable, and (ii) exercise any and all rights, powers and remedies available to Mr. Abrams at law or in equity or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in the Abrams Debenture and proceed to enforce the payment thereof or any other legal or equitable right of Mr. Abrams. As of December 31, 2022 and 2021, the principal balance due under the Abrams Debenture is $2,000,000. As of December 31, 2022 and 2021, accrued interest payable due under the Abrams Debenture amounted to $30,000, which is included in accrued expenses on the accompanying consolidated balance sheets. For the years ended December 31, 2022 and 2021, interest expense related to the Abrams Debenture amounted to $120,000. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | NOTE 10 – RELATED PARTY TRANSACTION Convertible notes payable – related party On January 9, 2017, the Company issued a convertible debenture (the “McLaren Debenture”) in the principal amount of $20,000 in favor of Bryan McLaren, the Company’s Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors, in exchange for cash from Mr. McLaren of $20,000. The McLaren Debenture accrued interest at the rate of 6% per annum payable quarterly by the 1 st On January 7, 2022, the Company repaid this debt and all accrued and unpaid interest due. As of December 31, 2022 and 2021, the principal balance due under the McLaren Debenture was $0 and $20,000, respectively. As of December 31, 2022 and 2021, accrued interest payable due under the McLaren Debenture was $0 and $5,400, respectively, which is included in accrued expenses – related party on the accompanying consolidated balance sheets. For the years ended December 31, 2022 and 2021, interest expense – related party amounted to $600 and $1,200, respectively. Indemnification agreements On August 23, 2021, the Company entered into indemnification agreements with each of its directors and executive officers. In general, these indemnification agreements require the Company to indemnify a director and officer to the fullest extent permitted by law against liabilities that may arise in connection with that director’s service as a director and officer for the Company. Additionally, the Company shall advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. In August 2021, the Company did not renew its officers and directors insurance. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11 – 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. As of December 31, 2022 and 2021, there were 2,000,000 shares of preferred stock outstanding. 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 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 2021 On January 31, 2021, the Company issued an aggregate of 130,000 shares of common stock to members of the Company’s board of directors for services rendered. The shares were valued at their aggregate fair value of $52,000 using the quoted per share price on the date of grant of $0.40. In connection with these grants, in January 2021, the Company recorded stock-based compensation expense of $52,000 which is included in compensation and benefits on the consolidated statements of operations. (C) Shares issued for intangible assets On April 1, 2021, the Company’s subsidiary, Arizona Brokerage, entered in an engagement letter for real estate brokerage services with a consultant for a guaranteed term of one year (the “Guaranteed Term”). During the Guaranteed Term, neither party may terminate the engagement letter, except for “Cause” as defined in the engagement letter. In connection with the engagement letter, the Company issued 60,000 shares of its common stock for the acquisition of brokerage materials and active real estate listings. In the event of termination of the engagement letter due to Cause with respect to the consultant, the consultant must return to the Company a portion of the stock equal to the remaining portion of the Guaranteed Term. The shares were valued at their fair value of $37,800 using the quoted per share price on the date of grant of $0.63. In connection with these shares, on April 1, 2021, the Company recorded an intangible asset of $37,800 which was amortized over the one-year term of the engagement letter. (D) Equity incentive plans 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 was approved by shareholders on November 21, 2016. 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 of 1986, as amended, 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 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 December 31, 2022, 1,102,500 stock option awards are outstanding and 367,500 options are exercisable under the 2016 Plan. As of December 31, 2021, 325,000 stock option awards are outstanding and 125,000 options are exercisable under the 2016 Plan. As of December 31, 2022 and 2021, 8,897,500 and 9,675,000 shares, respectively, were 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 December 31, 2022, options to purchase 1,250,000 shares of common stock are outstanding and 1,200,000 options are exercisable pursuant to the 2014 Plan. (E) Stock options On January 1, 2021, the Company granted a consultant, now President and Chief Operating Officer, of the Company as of July 1, 2021, an option, pursuant to the 2016 Plan, to purchase 125,000 of the Company’s common stock at an exercise price of $1.00 per share. The grant date of the option was January 1, 2021 and the option expires on January 1, 2031. The option vests as to (i) 25,000 of such shares on January 1, 2021; and (ii) as to 10,000 of such shares on January 1, 2022 and each year thereafter through January 1, 2031. 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 117%; risk-free interest rate of 0.93%; and an estimated holding period of 10 years. In connection with these options, the Company valued these options at a fair value of $48,677 and will record stock-based compensation expense over the vesting period. On July 1, 2021, the Company entered into a 12-month engagement with an individual to act as the Company’s Director of Real Estate. In connection with this engagement letter, on July 1, 2021, the Company granted the consultant an option, pursuant to the 2016 Plan, to purchase 125,000 of the Company’s common stock at an exercise price of $1.00 per share. The grant date of the option was July 1, 2021 and the option expires on July 1, 2031. The option vests as to (i) 25,000 of such shares on July 1, 2021; and (ii) as to 10,000 of such shares on July 1, 2022 and each year thereafter through July 1, 2031. The vesting of the Option pursuant to the Vesting Schedule hereof is earned only by continuing as a service provider at the will of the Company. 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 119%; risk-free interest rate of 1.48%; and an estimated holding period of 10 years. In connection with these options, the Company valued these options at a fair value of $69,677 and will record stock-based compensation expense over the vesting period. In January 2022, the Company’s Board of Directors unanimously agreed to stop receiving any direct stock issuance or cash payments related to their compensation for services on the Company’s Board of Directors. The Company and its Directors believe it is in the Company’s best interest to transition Directors compensation to a multi-year stock option plan. Accordingly, on January 21, 2022, the Company granted stock options to purchase an aggregate of 525,000 of the Company’s common stock at an exercise price of $0.78 per share to members of the Company’s board of directors pursuant to the 2016 Plan. The grant date of the stock options was January 21, 2022 and the options expire on January 21, 2032. The stock option shall vest in equal quarterly installments, with the first installment of 43,750 stock options vesting on January 20, 2022, and 43,750 stock options vesting each quarter through October 21, 2024. 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 108.7%; risk-free interest rate of 1.54%; and an estimated holding period of 6 years. In connection with these options, the Company valued these stock options at a fair value of $345,173 and will record stock-based compensation expense over the vesting period. On January 21, 2022, the Company granted a stock option to purchase 75,000 of the Company’s common stock at an exercise price of $1.00 per share to the Company’s President and Chief Operating Officer pursuant to the 2016 Plan. The grant date of the stock option was January 21, 2022 and the options expire on January 21, 2032. The option vests as to (i) 15,000 of such shares on January 21, 2022; and (ii) as to 7,500 of such shares on January 21, 2023 and each year thereafter through January 21, 2032. 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 112.3%; risk-free interest rate of 1.75%; and an estimated holding period of 10 years. In connection with these options, the Company valued these stock options at a fair value of $55,334 and will record stock-based compensation expense over the vesting period. On April 1, 2022, the Company granted a stock option to purchase 52,500 of the Company’s common stock at an exercise price of $1.00 per share to an employee of the Company pursuant to the 2016 Plan. The grant date of the stock option was April 1, 2022 and the option expires on October 1, 2031. The option vests as to (i) 2,500 of such shares on April 1, 2022; and (ii) as to 5,000 of such shares on October 1, 2022 and each year thereafter through October 1, 2031. 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 110.76%; risk-free interest rate of 2.39%; and an estimated holding period of 10 years. The Company valued this stock option at a fair value of $37,660 and will record stock-based compensation expense over the vesting period. On July 1, 2022, the Company granted a stock option to purchase 125,000 of the Company’s common stock at an exercise price of $1.00 per share to the Company’s Chief Legal Officer and Chief Compliance Officer pursuant to the 2016 Plan. The grant date of the stock option was July 1, 2022 and the option expires on July 1, 2032. The option vests as to (i) 25,000 of such shares on July 1, 2022; and (ii) as to 10,000 of such shares on July 1, 2023 and each year thereafter through July 1, 2032. 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 109.83%; risk-free interest rate of 2.88%; and an estimated holding period of 10 years. The Company valued this stock option at a fair value of $82,420 and will record stock-based compensation expense over the vesting period. For the years ended December 31 2022 and 2021, in connection with the accretion of stock-based option expense, the Company recorded stock option expense over the vesting period of $336,755 and $56,180, respectively. As of December 31, 2022, there were 2,352,500 options outstanding and 1,567,500 options vested and exercisable. As of December 31, 2022, there was $276,167 of unvested stock-based compensation expense to be recognized through September 2031. The aggregate intrinsic value on December 31, 2022 was $400 and was calculated based on the difference between the quoted share price on December 31, 2022 of $0.75 and the exercise price of the underlying options. Stock option activities for the years ended December 31, 2022 and 2021 are summarized as follows: Number of Weighted Weighted Average Aggregate Balance Outstanding December 31, 2020 1,325,000 $ 0.99 4.85 $ - Granted 250,000 Balance Outstanding December 31, 2021 1,575,000 0.99 4.71 1,400 Granted 777,500 0.85 - Balance Outstanding December 31, 2022 2,352,500 $ 0.95 5.46 $ 400 Exercisable, December 31, 2022 1,567,500 $ 0.97 3.94 $ 400 Balance non-vested on December 31, 2021 275,000 $ 1.00 - $ - Granted 777,500 0.85 - - Vested during the period (267,500 ) 0.86 - - Balance non-vested on December 31, 2022 785,000 $ 0.90 8.60 $ - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Legal matters From time to time, the Company may be involved in litigation related to claims arising out of its operations in the normal course of business. As of December 31, 2022 and 2021, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations, or cash flows. Employment and Related Golden Parachute Agreement On May 23, 2018, the Company and Mr. McLaren, the Company’s Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors, agreed to replace Mr. McLaren’s 2014 employment agreement with a new employment agreement dated May 23, 2018 (the “2018 Employment Agreement”). Pursuant to the terms of the 2018 Employment Agreement, the Company agreed to continue to pay Mr. McLaren his then-current base annual salary of $215,000, and to award Mr. McLaren with an annual and/or quarterly bonus payable in either cash and/or equity of no less than 2% of the Company’s net income for the associated period. The 2018 Employment Agreement has a term of 10 years. The term and Mr. McLaren’s employment will terminate (a “Termination”) in any of the following circumstances: (i) immediately, if Mr. McLaren dies; (ii) immediately, if Mr. McLaren receives benefits under the long-term disability insurance coverage then provided by the Company or, if no such insurance is in effect, upon Mr. McLaren’s disability; (iii) on the expiration date, as the same may be extended by the parties by written amendment to the 2018 Employment Agreement prior to the occasion thereof; (iv) at the option of the Company for Cause (as defined in the 2018 Employment Agreement) upon the Company’s provision of written notice to Mr. McLaren of the basis for such Termination; (v) at the option of the Company, without Cause; (vi) by Mr. McLaren at any time with Good Reason (as defined in the 2018 Employment Agreement), upon 30 days’ prior written notice to the Company delivered not later than within 90 days of the existence of the condition therefor; or (vii) by Mr. McLaren at any time without Good Reason, upon not less than three months’ prior written notice to the Company. In the event of a Termination for any reason or for no reason whatsoever, or upon the expiration date of the 2018 Employment Agreement, whichever comes first, all rights and obligations under the 2018 Employment Agreement shall cease (i) as to the Company, except for the Company’s obligations for the payment of applicable severance benefits thereunder, and for indemnification thereunder, and (ii) as to Mr. McLaren, except for his obligation under the restrictive covenants in the 2018 Employment Agreement. The Company and Mr. McLaren also entered into a Golden Parachute Agreement (the “Golden Parachute Agreement”) on May 23, 2018. No benefits shall be payable under the Golden Parachute Agreement unless there shall have been a change in control of the Company, as set forth below. For purposes of the Golden Parachute Agreement, amongst other terms in the Golden Parachute Agreement, a “change in control of the Company” shall mean a change of control of a nature that would be required to be reported in response to Item 6 of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended. For purposes of the Golden Parachute Agreement, “Cause” means termination upon (a) the willful and continued failure to substantially perform duties with the Company after a written demand for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that duties have not substantially been performed, or (b) the willful engaging in conduct, which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of the Golden Parachute Agreement, “Good Reason” means, without express written consent, the occurrence after a change in control of the Company of any of the following circumstances unless, such circumstances are fully corrected prior to the date of Termination specified in the notice of Termination: (a) a material diminution in Mr. McLaren’s authority, duties or responsibility from those in effect immediately prior to the change in control of the Company; (b) a material diminution in Mr. McLaren’s base compensation; (c) a material change in the geographic location at which Mr. McLaren performs his duties; (d) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Mr. McLaren is required to report, including a requirement that Mr. McLaren report to a corporate officer or employee instead of reporting directly to the Board; (e) a material diminution in the budget over which Mr. McLaren retains authority; (f) a material breach under any agreement with the Company to continue in effect any bonus to which Mr. McLaren was entitled, or any compensation plan in which Mr. McLaren participates immediately prior to the change in control of the Company which is material to Mr. McLaren’s total compensation; (g) a material breach under any agreement with the Company to provide Mr. McLaren benefits substantially similar to those enjoyed by him under any of the Company’s life insurance, medical, health and accident, or disability plans in which he was participating at the time of the change in control of the Company, the failure to continue to provide Mr. McLaren with a Company automobile or allowance in lieu of it, if Mr. McLaren was provided with such an automobile or allowance in lieu of it at the time of the change of control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive him of any material fringe benefit enjoyed by him at the time of the change in control of the Company, or the failure by the Company to provide him with the number of paid vacation days to which he is entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the change in control of the Company; Following a change in control of the Company, upon termination of Mr. McLaren’s employment or during a period of disability, Mr. McLaren will be entitled to the following benefits: (i) During any period that he fails to perform his full-time duties with the Company as a result of incapacity due to physical or mental illness, Mr. McLaren will continue to receive his base salary at the rate in effect at the commencement of any such period, together with all amounts payable to him under any compensation plan of the Company during such period, until the Golden Parachute Agreement is terminated. (ii) If Mr. McLaren’s employment is terminated by the Company for Cause or by Mr. McLaren other than for Good Reason, disability, death or retirement, the Company will pay Mr. McLaren his full base salary through the date of Termination at the rate in effect at the time notice of Termination is given, plus all other amounts and benefits to which he is entitled under any compensation plan of the Company at the time such payments are due. (iii) If employment by the Company shall be terminated (a) by the Company other than for Cause, death or disability or (b) by Mr. McLaren for Good Reason, Mr. McLaren will be entitled to benefits provided below: a. The Company will pay Mr. McLaren his full base salary through the date of Termination at the rate in effect at the time notice of Termination is given, plus all other amounts and benefits to which he is entitled under any compensation plan of the Company. b. In lieu of any further salary payments to Mr. McLaren for periods subsequent to the date of Termination, the Company will pay as severance pay to Mr. McLaren a lump sum severance payment (together with the payments provided in clause I(c) and (d) below) equal to five times the sum of his annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the notice of Termination given in respect of them. c. The Company will pay to Mr. McLaren any deferred compensation allocated or credited to him or his account as of the date of Termination. d. In lieu of shares of common stock of the Company issuable upon exercise of outstanding options, if any, granted to Mr. McLaren under the Company’s stock option plans (which options shall be cancelled upon the making of the payment referred to below), Mr. McLaren will receive an amount in cash equal to the product of (i) the excess of the closing price of the Company’s common stock as reported on or nearest the date of Termination (or, if not so reported, on the basis of the average of the lowest asked and highest bid prices on or nearest the date of Termination), over the per share exercise price of each option held by Mr. McLaren (whether or not then fully exercisable) plus the amount of any applicable cash appreciation rights, times (ii) the number of the Company’s common stock covered by each such option. e. The Company will also pay to Mr. McLaren all legal fees and expenses incurred by him as a result of such Termination. On July 23, 2022, the Board of Directors of the Company appointed Berekk Blackwell, the Company’s Chief Operating Officer, as President of the Company, effective immediately. On July 26, 2022, the Company entered into an employment agreement, effective July 1, 2022, with Mr. Blackwell (the “Blackwell Employment Agreement”). Pursuant to the terms of the Blackwell Employment Agreement, the Company agreed to pay Mr. Blackwell a base annual salary of $150,000 for his services as President and Chief Operating Officer. The Company may also award Mr. Blackwell discretionary cash and/or equity bonuses. The Blackwell Employment Agreement has a term of one year, expiring on July 1, 2023. During the initial term, neither party may terminate the Blackwell Employment Agreement except for Cause (as defined in the Blackwell Employment Agreement). 401(k) Plan On September 29, 2021, the Company’s board of directors adopted the Zoned Properties 401(k) Plan (the “Plan”) effective January 1, 2021. The Company contributes a matching contribution to the Plan for each employee in an amount equal to 100% of the matched employee contributions that are not in excess of 4% of the employee’s plan compensation. For the years ended December 31, 2022 and 2021, the Company contributed $22,317 and $907 to the Plan, respectively. Real Property Purchase Effective October 5, 2022, ZPRE Holdings, a wholly owned subsidiary of the Company, and Neal Bradley Starr (the “Stone Property Seller”) entered into the Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement and subject to the conditions therein, ZPRE Holdings agreed to buy from the Stone Property Seller certain real property and improvements thereon located in Tucson, Arizona, as more particularly described in the Purchase Agreement (the “Stone Property”). The Purchase Agreement contains terms and conditions customary to commercial real estate transactions in Arizona. Effective January 17, 2023, pursuant to the terms of the Purchase Agreement, ZPRE Holdings elected to terminate the Purchase Agreement and the Purchase Agreement is of no further force or effect, except for those obligations and rights which survive its termination. Master Agreement On November 29, 2022, ZP Woodward, the Woodward Assignor, Ammar Kattoula and Thomas Nafso entered into a Master Agreement for the rights for the Purchase and Sale (the “Master Agreement”) of the Woodward Property. To the extent not superseded by the Option Agreement, the Master Agreement sets forth the terms and conditions upon which ZP Woodward would acquire the Woodward Property. The Master Agreement provides for the discretionary and mandatory purchase by the Woodward Assignor of a minority interest in ZP Woodward, where (i) for a period of 1 year following the closing of the Master Agreement, the Woodward Assignor or an entity controlled by its principals may acquire 25% membership interest in ZP Woodward for the price, in cash, of $600,000 plus interest at a rate of 12% per annum starting on the closing date of the Master Agreement and ending on the date of closing of the discretionary purchase; and (ii) if at any time following the closing date of the Master Agreement, ZP RE Holdings, LLC or another entity controlled by the Company acquires certain real property located in Grand Rapids, Michigan owned by the Woodward Assignor’s affiliate, more particularly described in the Master Agreement, for a purchase price of not more than $1,160,000, then following such closing ZP Woodward will grant the Woodward Assignor (or its permitted designee) 25% membership interest in ZP Woodward. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 13 – SEGMENT REPORTING Prior to January 1, 2022, the Company determined that its properties had similar economic characteristics to be aggregated into one reportable segment (operating, leasing and managing commercial properties, and advisory and brokerage services related to commercial properties). The Company’s determination was based primarily on its method of internal reporting. Beginning on January 1, 2022, the Company changed its method of internal reporting and determined that the Company operates in two reportable segments which consists of (1) the operations, leasing and management of its leased commercial properties, herein known as the “Property Investment Portfolio” segment, and (2) advisory and brokerage services related to commercial properties, herein known as the “Real Estate Services” segment. The Company has determined that these reportable segments were strategic business units that offer different products. Currently, these reportable segments are being managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the years ended December 31, 2022 and 2021 was as follows: For the Years Ended 2022 2021 Revenues: Property investment portfolio $ 1,795,719 $ 1,261,059 Real estate services 864,371 559,426 2,660,090 1,820,485 Depreciation and amortization: Property investment portfolio 351,043 358,294 Real estate services 9,450 28,350 360,493 386,644 Interest expense: Property investment portfolio 161,150 121,200 Real estate services - - 161,150 121,200 Loss from unconsolidated joint ventures: Property investment portfolio 16,261 27,476 Real estate services - - 16,261 27,476 Net loss: Property investment portfolio (a) (324,725 ) (342,103 ) Real estate services (249,630 ) 176,284 $ (574,355 ) $ (165,819 ) December 31, December 31, Identifiable long-lived tangible assets on December 31, 2022 and 2021 by segment Property investment portfolio $ 8,399,964 $ 6,455,383 Real estate services - - $ 8,399,964 $ 6,455,383 (a) Operating expenses and other expenses of the Company’s holding company that were not allocated to the real estate services segment are included in the property investment portfolio segment. |
Operating Lease Right-of-Use (_
Operating Lease Right-of-Use (“Rou”) Assets and Operating Lease Liability | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease Right-of-Use (“Rou”) Assets and Operating Lease Liability [Abstract] | |
OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITY | NOTE 14 – OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITY On March 15, 2022, the Company entered to an Assumption of Lease and Consent Agreement with a landlord, whereby the landlord consented to the assignment of an office lease, as amended, from the original tenant to the Company. The lease term shall begin on March 15, 2022 and expire on November 30, 2024, provided the Company has the option to extend the lease for an additional five years. The monthly base rent shall be $2,932 per month through November 30, 2021, $3,005 from December 1, 2022 through November 30, 2023, and $3,078 from December 1, 2023 through November 30, 2024. In adopting ASC Topic 842, Leases (Topic 842) on January 1, 2019, the Company had elected the ‘package of practical expedients’, which permitted it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. Since the terms of the Company’s operating lease for its office space prior to March 15, 2022 was 12 months or less on the date of adoption, pursuant to ASC 842, the Company determined that the lease met the definition of a short-term lease, and the Company did not recognize the right-of use asset and lease liability arising from this lease. Upon signing of the Assumption of Lease and Consent Agreement on March 15, 2022, the Company analyzed the new lease and determined it is required to record a lease liability and a right of use asset on its consolidated balance sheet, at fair value. For the years ended December 31, 2022 and 2021, in connection with its operating leases, the Company recorded rent expense of $33,708 and $17,455, respectively. which is included in operating expenses on the accompanying consolidated statements of operations. The significant assumption used to determine the present value of the lease liability in March 2022 was a discount rate of 6% which was based on the Company’s incremental borrowing rate. On December 31, 2022, right-of-use asset (“ROU”) is summarized as follows: December 31, Office lease right of use asset $ 90,710 Less: accumulated amortization (25,329 ) Balance of ROU assets $ 65,381 On December 31, 2022, future minimum base lease payments due under a non-cancelable operating lease are as follows: Year ended December 31, Amount 2023 $ 36,133 2024 33,861 Total minimum non-cancelable operating lease payments 69,994 Less: discount to fair value (4,053 ) Total lease liability on December 31, 2022 $ 65,941 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 - INCOME TAXES The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets on December 31, 2022 and 2021 consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2022 and 2021 were as follows: Years Ended 2022 2021 Income tax benefit at U.S. statutory rate $ (120,615 ) $ (34,822 ) Income tax benefit – state (37,333 ) (10,778 ) Non-deductible expenses 93,334 16,192 Change in valuation allowance 64,614 29,408 Total provision for income tax $ - $ - The Company’s approximate net deferred tax asset as of December 31, 2022 and 2021 was as follows: Deferred Tax Asset: December 31, December 31, Net operating loss carryforward $ 579,194 $ 514,580 Net deferred tax assets before valuation allowance 579,194 514,580 Valuation allowance (579,194 ) (514,580 ) Net deferred tax asset $ - $ - The net operating loss carryforward was approximately $2,106,000 on December 31, 2022. The Company provided a valuation allowance equal to the net deferred income tax asset as of December 31, 2022 and 2021 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income is subject to an annual limitation as a result of ownership changes that may occur in the future. The 2017 estimated loss carry forward of approximately $1,488,189 expires on December 31, 2037. Subsequent to 2017, all estimated loss carry forwards may be carried forward indefinitely subject to annual usage limitations. Based on the Company’s analysis to determine the limitation on the utilization of its net operating loss carryforward amounts, in 2018, the deferred tax asset was reduced by any carryforward that cannot be utilized or expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance. In 2022, the valuation allowance increased by $64,614. The potential tax benefit arising from certain loss carryforwards will expire in 2042. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2022, 2021, 2020 and 2019 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS As previously disclosed in the Current Report on Form 8-K filed on October 12, 2022 (the “Prior 8-K”) by the Company, effective October 5, 2022, ZP RE Holdings, LLC (“ZPRE”), a wholly owned subsidiary of the Company, and Neal Bradley Starr (the “Stone Property Seller”) entered into the Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement and subject to the conditions therein, ZPRE agreed to buy from the Stone Property Seller certain real property and improvements thereon located in Tucson, Arizona, as more particularly described in the Purchase Agreement. Effective January 17, 2023, ZPRE elected to terminate the Purchase Agreement and the Purchase Agreement is of no further force or effect, except for those obligations and rights which survive its termination. On February 24, 2023, ZP Woodward entered into a Land Contract, dated February 24, 2023, by and between Gangnier Investments LLC (the “Gangnier”) and ZP Woodward (the “23634 Land Contract”). Pursuant to the terms of the 23634 Land Contract, Gangnier agreed to sell to ZP Woodward certain real property located at 23634 Woodward Avenue, Pleasant Ridge, Michigan (“23634 Woodward”) for the purchase price of $755,984, comprised of $85,894 of cash, $240,000 of previously paid escrow deposits and a land contract note payable of $430,000 (the “23634 Land Contract Note”). The 23634 Land Contract Note Payable accrues interest at the rate of 7% and is payable in 48 monthly installments of $3,865, beginning April 1, 2023, until the purchase price and interest are fully paid, provided that such purchase price and all interest will be fully paid on or before March 31, 2027. There is no prepayment penalty. The 23634 Land Contract contains terms and conditions typically stated in similar land contract or installment sale contracts. On February 27, 2023, ZP Woodward acquired a fee interest in 23600 Woodward Avenue, Pleasant Ridge, Michigan for the purchase price of $1,253,070, comprised of $903,070 of cash and $350,000 of previously paid deposits and assignment fees and, as of such date, ZP Woodward has acquired the property interests in the Woodward Property contemplated in the Option Agreement and Master Agreement. The Parking Lots properties consist of approximately 15,246 square feet of land with approximately 3,463 square feet of rentable buildings space and approximately 7,872 square feet of covered parking. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with 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 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 years ended December 31, 2022 and 2021 include the collectability of accounts and note receivable, the useful life of rental properties and property and equipment, assumptions used in assessing impairment of long-term assets including rental property and investment in joint ventures, valuation allowances for deferred tax assets, the fair value of derivative liability related to interest rate swap liability, 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. Additionally, the Company’s tenants operate in the legalized and regulated cannabis industry. Consequently, any significant economic downturn in the Arizona market or any changes in the federal government’s enforcement of current federal laws or changes in state laws could potentially have a negative effect on the Company’s business, results of operations and financial condition. Additionally, substantially all of the Company’s real estate properties are leased under triple-net leases to tenants (each, a “Significant Tenant” and collectively, the “Significant Tenants”). For the years ended December 31, 2022 and 2021, revenues associated with Significant Tenants amounted to $1,776,284 and $1,255,130, respectively, which represents 66.8% and 68.9% of the Company’s total revenues, respectively (see Note 3). |
Fair value of financial instruments | Fair value of financial instruments The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. Other than the interest rate swap, the Company did not identify any other assets or liabilities that are required to be presented on the balance sheets at fair value, on a recurring basis, in accordance with Accounting Standards Codification (“ASC”) Topic 820. The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022. The Company did not have any financial assets and liabilities measured at fair value on December 31, 2021. December 31, 2022 Description Level 1 Level 2 Level 3 Interest rate swap liability $ — $ 90,237 $ - |
Interest Rate Swap | Interest Rate Swap In connection with a bank loan executed in 2022, the Company entered into an interest rate swap agreement to management interest rate risk related to debt that accrues interest at variable rates The Company accounts for its interest rate swap agreement in accordance with the guidance related to derivatives and hedging activities. The Company is exposed to market risk from changes in interest rates. The Company agrees to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. Interest payments receivable and payable under the terms of the interest rate swap agreement are accrued over the period to which the payment relates and the net difference is treated as an adjustment of interest expense related to the underlying liability. Because the variable interest rates used to calculate payments under the terms of the swap agreement are calculated using different benchmarks than those included in the Company’s variable rate debt agreement, the swap agreement is not considered an effective cash flow hedge Accordingly, changes in the underlying market value of the remaining swap payments are recognized into income as an increase or decrease to other income (expense) each reporting period. In accordance with ASC 820, Fair Value Measurements and Disclosures The estimated fair value of the interest rate swap agreement is determined using an internal valuation model based on market data obtained from East West Bank and is reflected as a derivative liability on the accompanying consolidated balance sheet with changes in the fair value reflected in change in fair value of interest rate swap on the accompanying statements of operations. The Company uses derivative financial instruments only to manage interest rate risks and not as investment vehicles. Information regarding the interest rate swap is as follows: Description Notional Interest Maturity Fair Value of Fair Value of December 7, 2022 interest rate swap $ 4,500,000 7.65 % December 10, 2032 $ 90,237 $ - |
Cash | Cash |
Accounts and convertible notes receivable | Accounts and convertible notes receivable The Company recognizes an allowance for losses on accounts and notes 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 and notes receivable considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized in general and administrative expense. As of December 31, 2022, in connection with the Company’s investment in convertible notes receivable, the Company recorded a loss on note receivable investment of $210,756 which is included in other income (expenses) on the accompanying consolidated statement of operations and consisting of convertible notes receivable and interest receivable amounting to $200,000 and $10,756, respectively. In connection with management’s analysis, the Company considered the current financial position of KCB Jade Holdings, LLC (“KCB”), cash on hand, probability of obtaining additional capital or cash flows from working capital in the near term and industry headwinds from macro-industry factors. Based on this analysis, the Company concluded that deriving any future benefit more this investment was highly uncertain. During the year ended December 31, 2021, the Company did not record any allowances for doubtful accounts. |
Investment in joint ventures | Investment in joint ventures The Company has equity investments in various privately held entities. The Company accounts for these investments either under the equity method or cost method of accounting depending on the Company’s ownership interest and level of influence. Investments accounted for under the equity method are recorded based upon the amount of the Company’s investment and adjusted each period for its share of the investee’s income or loss. Investments are reviewed for changes in circumstance or the occurrence of events that suggest an other than temporary event where our investment may not be recoverable. The Company evaluates its investments in these entities for consolidation. It considers its percentage interest in the joint venture, evaluation of control and whether a variable interest entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as an unconsolidated investment under either the equity method of accounting. If an investment qualifies for the equity method of accounting, the Company’s investment is recorded initially at cost, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. The net income or loss of an unconsolidated investment is allocated to its investors in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements may differ from the ownership interest held by each investor. Differences, if any, between the carrying amount of our investment in the respective joint venture and the Company’s share of the underlying equity of such unconsolidated entity are amortized over the respective lives of the underlying assets as applicable. These items are reported as a single line item in the statements of operations as income or loss from investments in unconsolidated affiliated entities. |
Long-term investments | Long-term investments Long-term investments include investments in equity securities of entities over which the Company does not have a controlling financial interest or significant influence and are accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the “measurement alternative”). In applying the measurement alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are sufficient indicators that the fair value of the equity investments is less than carrying values. Changes in value are recorded in non-operating income (loss). On December 31, 2022, long-term investments consist of an investment in convertible preferred stock that does not have a readily determinable fair value (see Note 7). On December 31, 2021, the Company did not have any investment in equity securities. |
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 5 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, the Company assesses 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’s rental properties 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. For the years ended December 31, 2022 and 2021, 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 five to ten 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 | Revenue recognition The Company follows ASC Topic 606, Revenue from Contracts with Customers 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 abatements under the leases. The Company commences 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. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive receivable and amortized as a reduction of revenue over the lease term. Currently, the Company’s leases provide for payments with fixed monthly base rents over the term of the leases or annual percentage increases in base rent over the term of the lease. The leases also require the tenant to remit estimated monthly payments to the Company for property taxes and common area maintenance. These payments are recorded as rental income and the related property tax expense is reflected separately on the consolidated statements of operations. Revenues from advisory services is recognized when the Company performs services pursuant to its agreements with clients and collectability is reasonably assured. Brokerage revenues primarily consist of real estate sales commissions and are recognized upon the successful completion of all required services which is likely to occur upon a lease commencement, when escrow closes on the sale of a property, or as otherwise negotiated between the Brokerage and its clients. In accordance with the guidelines established for reporting revenue gross as a principal versus net as an agent in ASC Topic 606, the Company records commission revenues and expenses on a gross basis. Of the criteria listed in ASC Topic 606, the Company is the primary obligor in the transaction, does not have inventory risk, performs all or part of the service, has credit risk, and has wide latitude in establishing the price of services rendered and discretion in selection of agents and determination of service specifications. Brokerage revenues that are payable upon payment of rent or other events beyond the Company’s control are recognized upon the occurrence of such events. |
Lease accounting | Lease accounting The FASB’s Accounting Standards Update (“ASU”) 2016-02, “ Leases (Topic 842)” For leases entered into on or after the effective date, where the Company is the lessor, at the inception of the contract, the Company assesses whether the contract is a sales-type, direct financing or operating lease by reviewing the terms of the lease and determining if the lessee obtains control of the underlying asset implicitly or explicitly. If a change to a pre-existing lease occurs, the Company evaluates if the modification results in a separate new lease or a modified lease. A new lease results when a modification provides additional right of use. The new lease or modified lease is then reassessed to determine its classification based on the modified terms. As disclosed in Note 3, on January 1, 2019, the Chino Valley lease was modified to increase the monthly base rent from $35,000 to $40,000. On May 31, 2020, the Chino Valley lease was modified to decrease the monthly base rent from $40,000 to $32,800 and the Tempe lease was modified to increase the monthly base rent from $33,500 to $49,200. On August 23, 2021 and effective September 1, 2021, the Chino Valley lease was amended, and the monthly base rent was increased to $55,195 due to additional space of 27,312 square feet being leased to the lessee. On January 24, 2022 and effective on March 1, 2022, the Chino Valley lease was amended and the monthly base rent was increased to $87,581 due to additional space of 30,000 square feet being leased to the lessee, increasing the premises to a total of 97,312 square feet of operational space. In connection with this lease amendment, the Company paid $500,000 to the tenant as a tenant improvement allowance or lease incentive for investment into the premises, which was capitalized as a lease incentive receivable and is recognized on a straight-line basis over the remaining lease term as a reduction to the lease income. The increase in monthly rent was commensurate with the additional space being leased; therefore, this modification qualifies as a separate contract under ASC 842 which does not require lease classification reassessment. The Company excludes short-term leases having initial terms of 12-months or less as an accounting policy election and recognizes rent expense on a straight-lines basis over the lease term. The Company records revenues from rental properties for its operating leases where it is the lessor on a straight-line basis. Any revenue on the straight-line basis exceeding the monthly payment amount required on the operating lease is reflected as a deferred rent receivable. Effective May 31, 2020, the Company amended its leases for which it is the lessor on its Chino Valley, Tempe, Kingman and Green Valley properties. The amendments resulted in an abatement of rent for the months of June and July 2020. Additionally, in connection with an operating lease on the Company’s Michigan property acquired in December, 2022, the Company abated certain lease payments for the period from December 2022 to March 2023. These rent abatements resulted in an aggregate deferred rent receivable as of December 31, 2022 and 2021 of $204,079 and $164,770, respectively (see Note 3). Additionally, if the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive receivable and amortized as a reduction of revenue over the lease term. For contracts entered into on or after the effective date, where the Company is the lessee, at the inception of a contract, the Company assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. For leases where the Company is a lessee, primarily for the Company’s administrative office lease, the Company analyzed if it would be required to record a lease liability and a right of use asset on its consolidated balance sheets at fair value upon adoption of ASU 2016-02. Operating lease right of use asset represents the right to use the leased asset for the lease term and operating lease liability is recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company used its incremental borrowing rate of 6% based on the information available at the adoption date or execution of a lease agreement in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. |
Basic and diluted loss per share | Basic and diluted loss per share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the treasury stock method and as-if converted method. Potentially dilutive common shares and participating securities are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company’s net losses. The Company’s preferred stock is considered a participating security since the preferred shares are entitled to dividends equal to common share dividends and accordingly, are included in the computation of earnings per share pursuant to the two-class method. The two-class method of computing (loss) income per share is an earnings allocation formula that determines (loss) income per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the years ended December 31, 2022 and 2021. December 31, 2022 2021 Convertible debt 400,000 404,000 Stock options 2,352,500 1,575,000 2,752,500 1,979,000 |
Segment reporting | Segment reporting Prior to January 1, 2022, the Company determined that its properties had similar economic characteristics to be aggregated into one reportable segment (operating, leasing and managing commercial properties, and advisory and brokerage services related to commercial properties). The Company’s determination was based primarily on its method of internal reporting. Beginning on January 1, 2022, the Company changed its method of internal reporting and determined that the Company operates in two reportable segments which consists of (1) the operations, leasing and management of its leased commercial properties, herein known as the “Property Investment Portfolio” segment, and (2) advisory and brokerage services related to commercial properties, herein known as the “Real Estate Services” segment. The Company has determined that these reportable segments were strategic business units that offered different products. Currently, these reportable segments are being managed separately based on the fundamental differences in their operations. |
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 December 31, 2022 and 2021 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 ASC 718 – “Compensation – Stock Compensation Improvements to Employee Share-Based Payment Accounting. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, and a modified retrospective approach is required, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. In November of 2019, the FASB issued ASU 2019-10, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies which applies to the Company. The Company is currently evaluating the impact of ASU 2016-13 on its future consolidated financial statements. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis | December 31, 2022 Description Level 1 Level 2 Level 3 Interest rate swap liability $ — $ 90,237 $ - |
Schedule of information regarding the interest rate swap | Description Notional Interest Maturity Fair Value of Fair Value of December 7, 2022 interest rate swap $ 4,500,000 7.65 % December 10, 2032 $ 90,237 $ - |
Schedule of diluted net loss per share as their effect would be anti-dilutive net loss per share | December 31, 2022 2021 Convertible debt 400,000 404,000 Stock options 2,352,500 1,575,000 2,752,500 1,979,000 |
Concentrations and Risks (Table
Concentrations and Risks (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of future minimum lease payments | Future annual base rent: 2023 $ 2,154,211 2024 2,245,735 2025 2,260,576 2026 2,264,399 2027 2,271,955 Thereafter 27,187,804 Total $ 38,384,680 |
Schedule of revenues associated with significant tenant leases | For the Year Ended % of For the Year Ended % of CJK $ 638,789 24.0 % $ 690,673 37.9 % Broken Arrow 1,034,470 38.9 % 564,457 31.0 % VSM * 54,728 2.1 % - - Woodward Tenant * 48,297 1.8 % - - Total $ 1,776,284 66.8 % $ 1,255,130 68.9 % * Revenues from these Significant Tenants began in December 2022 and will amount to over 10% of the Company’s rental revenue in future periods. |
Rental Properties (Tables)
Rental Properties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Rental Properties [Abstract] | |
Schedule of rental properties, net | Description Useful Life December 31, December 31, Building and building improvements 5-39 $ 8,087,997 $ 6,293,748 Land - 2,514,848 2,016,548 Rental properties, at cost 10,602,845 8,310,296 Less: accumulated depreciation (2,214,709 ) (1,868,831 ) Rental properties, net $ 8,388,136 $ 6,441,465 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Asset [Abstract] | |
Schedule of intangible assets | Useful life December 31, December 31, Real estate brokerage materials and listing 1 year $ 37,800 37,800 Less: accumulated amortization (37,800 ) (28,350 ) $ - $ 9,450 |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Ventures and Equity Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investment in Unconsolidated Joint Ventures and Equity Securities [Abstract] | |
Schedule of unconsolidated affiliated entities and net carrying value amount | Original Net Carrying Value Entity Date Acquired Ownership Investment December 31, December 31, Beakon, LLC (the “Beakon Joint Venture”) April 22, 2021 50.0% $ 86,000 $ - $ - Zoneomics Green, LLC (the “Zoneomics Green Joint Venture”) May 1, 2021 50.0% 90,000 58,293 74,554 Total investments in unconsolidated joint venture entities $ 176,000 $ 58,293 $ 74,554 |
Schedule of derived from the financial statements | Balance sheets (Unaudited): Beakon Zoneomics Current assets: Cash $ 2,400 $ 26,586 Total assets $ 2,400 $ 26,586 Liabilities $ - $ - Equity 2,400 26,586 Total liabilities and equity $ 2,400 $ 26,586 |
Schedule of statement of operations | Statement of operations (Unaudited) For the Year Ended Beakon Zoneomics Net sales $ - $ - Operating expenses (540 ) (32,522 ) Net loss $ (540 ) $ (32,522 ) Company’s share of loss from unconsolidated joint ventures $ - $ (16,261 ) |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Line of Credit [Abstract] | |
Schedule of notes payable | December 31, December 31, Note payable - East West Bank $ 4,485,808 $ - Note payable - Woodward Property 1,425,000 - Total principal due on notes payable 5,910,808 - Less: debt discount (183,058 ) - Notes payable, net $ 5,727,750 $ - |
Schedule of future principal payments under the notes payable | Years ending December 31, Amount 2023 $ 63,441 2024 69,278 2025 75,451 2026 82,176 2027 89,501 Thereafter 5,530,961 Total principal payments due on December 31, 2022 $ 5,910,808 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock option activities | Number of Weighted Weighted Average Aggregate Balance Outstanding December 31, 2020 1,325,000 $ 0.99 4.85 $ - Granted 250,000 Balance Outstanding December 31, 2021 1,575,000 0.99 4.71 1,400 Granted 777,500 0.85 - Balance Outstanding December 31, 2022 2,352,500 $ 0.95 5.46 $ 400 Exercisable, December 31, 2022 1,567,500 $ 0.97 3.94 $ 400 Balance non-vested on December 31, 2021 275,000 $ 1.00 - $ - Granted 777,500 0.85 - - Vested during the period (267,500 ) 0.86 - - Balance non-vested on December 31, 2022 785,000 $ 0.90 8.60 $ - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of respect to these reportable business segments | For the Years Ended 2022 2021 Revenues: Property investment portfolio $ 1,795,719 $ 1,261,059 Real estate services 864,371 559,426 2,660,090 1,820,485 Depreciation and amortization: Property investment portfolio 351,043 358,294 Real estate services 9,450 28,350 360,493 386,644 Interest expense: Property investment portfolio 161,150 121,200 Real estate services - - 161,150 121,200 Loss from unconsolidated joint ventures: Property investment portfolio 16,261 27,476 Real estate services - - 16,261 27,476 Net loss: Property investment portfolio (a) (324,725 ) (342,103 ) Real estate services (249,630 ) 176,284 $ (574,355 ) $ (165,819 ) |
Schedule of identifiable long-lived tangible assets | December 31, December 31, Identifiable long-lived tangible assets on December 31, 2022 and 2021 by segment Property investment portfolio $ 8,399,964 $ 6,455,383 Real estate services - - $ 8,399,964 $ 6,455,383 |
Operating Lease Right-of-Use _2
Operating Lease Right-of-Use (“Rou”) Assets and Operating Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease, Liability [Abstract] | |
Schedule of right-of-use asset (“ROU”) | December 31, Office lease right of use asset $ 90,710 Less: accumulated amortization (25,329 ) Balance of ROU assets $ 65,381 |
Schedule of future minimum base lease payments due under a non-cancelable operating lease | Year ended December 31, Amount 2023 $ 36,133 2024 33,861 Total minimum non-cancelable operating lease payments 69,994 Less: discount to fair value (4,053 ) Total lease liability on December 31, 2022 $ 65,941 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective statutory rate and the provision for income taxes | Years Ended 2022 2021 Income tax benefit at U.S. statutory rate $ (120,615 ) $ (34,822 ) Income tax benefit – state (37,333 ) (10,778 ) Non-deductible expenses 93,334 16,192 Change in valuation allowance 64,614 29,408 Total provision for income tax $ - $ - |
Schedule of net deferred tax asset | Deferred Tax Asset: December 31, December 31, Net operating loss carryforward $ 579,194 $ 514,580 Net deferred tax assets before valuation allowance 579,194 514,580 Valuation allowance (579,194 ) (514,580 ) Net deferred tax asset $ - $ - |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | Dec. 31, 2022 |
Accounting Policies [Abstract] | |
Equity interest | 50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||||
Jan. 24, 2022 USD ($) | Aug. 23, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2020 USD ($) | Jan. 01, 2019 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Rental and advisory revenue associated with significant tenants | $ 1,776,284 | $ 1,255,130 | ||||
Total revenues, percentage | 66.80% | 68.90% | ||||
Amount of cash excess of FDIC | $ 3,586,000 | $ 942,000 | ||||
Federal deposit insurance corporation limits | 250,000 | |||||
Note receivable investment | 210,756 | |||||
Convertible notes receivable | 200,000 | |||||
Interest receivable | 10,756 | |||||
Increase in monthly base rent payable | 33,708 | 17,455 | ||||
Total office space | 97,312 | |||||
Incentive to lessee | 500,000 | |||||
Deferred rent receivable | $ 204,079 | $ 164,770 | ||||
Description of chino valley lease | When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive receivable and amortized as a reduction of revenue over the lease term. | |||||
Borrowing rate | 6% | |||||
Chino Valley Lease [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Increase in monthly base rent payable | $ 87,581 | $ 55,195 | ||||
Additional space | 30,000 | 27,312 | ||||
Chino Valley Lease [Member] | Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Lease monthly base rent | $ 32,800 | $ 35,000 | ||||
Chino Valley Lease [Member] | Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Lease monthly base rent | 40,000 | $ 40,000 | ||||
Tempe Lease [Member] | Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Lease monthly base rent | 33,500 | |||||
Tempe Lease [Member] | Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Lease monthly base rent | $ 49,200 | |||||
Tenant Improvements [Member] | Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life of assets | 5 years | |||||
Tenant Improvements [Member] | Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life of assets | 39 years | |||||
Furniture and Fixtures [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life of assets | 7 years | |||||
Vehicles [Member] | Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life of assets | 5 years | |||||
Vehicles [Member] | Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life of assets | 10 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis | Dec. 31, 2022 USD ($) |
Level 1 [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis [Line Items] | |
Interest rate swap liability | |
Level 2 [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis [Line Items] | |
Interest rate swap liability | 90,237 |
Level 3 [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis [Line Items] | |
Interest rate swap liability |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of information regarding the interest rate swap - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Information Regarding The Interest Rate Swap Abstract | ||
Notional Amount | $ 4,500,000 | |
Interest Rate | 7.65% | |
Maturity | Dec. 10, 2032 | |
Fair Value of Liability | $ 90,237 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of diluted net loss per share as their effect would be anti-dilutive net loss per share - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares | 2,752,500 | 1,979,000 |
Convertible debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares | 400,000 | 404,000 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares | 2,352,500 | 1,575,000 |
Concentrations and Risks (Detai
Concentrations and Risks (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 29, 2022 USD ($) | Mar. 15, 2022 | Sep. 01, 2021 USD ($) ft² | Jan. 01, 2019 USD ($) | May 01, 2018 USD ($) | Jan. 24, 2022 USD ($) ft² $ / shares | May 29, 2020 USD ($) | Dec. 31, 2022 USD ($) m² | Dec. 31, 2021 USD ($) | Aug. 23, 2021 m² | |
Concentrations and Risks (Details) [Line Items] | ||||||||||
Expire date | Nov. 30, 2024 | |||||||||
Base rental payment | $ 40,319 | $ 87,581 | ||||||||
Least of improvements | $ 8,000,000 | |||||||||
Improvements to the facilities | $ 8,000,000 | |||||||||
Fixed rate per square foot per month | 67,312 | 97,312 | 15,246 | |||||||
Additional square feet (in Square Feet) | ft² | 30,000 | |||||||||
Tenant improvement allowance | $ 500,000 | |||||||||
Terms of tempe second amendment description | Pursuant to the terms of the Tempe Second Amendment, among other things, and in consideration of Zoned Arizona’s agreement to enter into the Tempe Second Amendment: (i) VSM paid Zoned Arizona $300,000 (the “Assignment Price”), (ii) VSM agreed to commit at least $3,000,000 to be spent toward capital improvements to the Premises within two years after the effective date of the Tempe Second Amendment (the “Capital Commitment”), (iii) VSM agreed to deposit an additional security deposit (the “Additional Security Deposit”) of $147,600 to be held by Zoned Arizona per the terms of the Tempe Lease, and (iv) VSM agreed to cause its affiliate, GDL Inc. (doing business as Green Dot Labs) (“GDL”) to execute and deliver to Zoned Arizona that Guaranty of Payment and Performance dated on the same date as the Tempe Amendment, which Guaranty of Payment and Performance requires GDL to guarantee and be liable for VSM’s compliance with and performance under the Tempe Lease. | |||||||||
Amortize costs | $ 300,000 | |||||||||
Contract liability | $ 298,565 | |||||||||
Options term | 5 years | |||||||||
Lease, percentage | 3% | |||||||||
Percentage of total revenue | 10% | |||||||||
Deferred rent receivable | $ 204,079 | $ 164,770 | ||||||||
Lease incentive receivable | 477,064 | |||||||||
Tenant improvement allowance | 500,000 | |||||||||
Assignment Price | 300,000 | |||||||||
Lease modification amount | $ 298,565 | |||||||||
Terminate date | The Company’s real estate properties are leased to Significant Tenants under triple-net leases that terminate through March 2037 and April 2040, respectively. | |||||||||
Minimum [Member] | ||||||||||
Concentrations and Risks (Details) [Line Items] | ||||||||||
Square foot (in Dollars per share) | $ / shares | $ 0.82 | |||||||||
Maximum [Member] | ||||||||||
Concentrations and Risks (Details) [Line Items] | ||||||||||
Square foot (in Dollars per share) | $ / shares | $ 0.9 | |||||||||
Chino Valley Lease [Member] | ||||||||||
Concentrations and Risks (Details) [Line Items] | ||||||||||
Lease term | 22 years | |||||||||
Expire date | Apr. 30, 2040 | |||||||||
Base rental payment | $ 55,195 | $ 35,000 | $ 32,800 | |||||||
Advisory services agreement, description | Pursuant to the terms of the 2020 Chino Valley Amendment, the parties agreed that if there is any change in laws such that the dispensing, sale or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined by Chino Valley and Broken Arrow, Broken Arrow may terminate the 2018 Chino Valley Lease, as amended, by delivering written notice to Chino Valley, together with a termination payment which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent which would have been earned after termination for the balance of the term. | |||||||||
Least of improvements | $ 8,000,000 | |||||||||
Improvements to the facilities | $ 8,000,000 | |||||||||
Fixed rate per square foot per month | m² | 0.82 | |||||||||
Chino Valley Lease [Member] | Minimum [Member] | ||||||||||
Concentrations and Risks (Details) [Line Items] | ||||||||||
Base rental payment | $ 35,000 | |||||||||
Chino Valley Lease [Member] | Maximum [Member] | ||||||||||
Concentrations and Risks (Details) [Line Items] | ||||||||||
Base rental payment | $ 40,000 | |||||||||
Green Valley [Member] | ||||||||||
Concentrations and Risks (Details) [Line Items] | ||||||||||
Lease term | 22 years | |||||||||
Expire date | Apr. 30, 2040 | |||||||||
Base rental payment | $ 3,500 | $ 3,500 | ||||||||
Advisory services agreement, description | The parties also agreed that if there is any change in laws such that the dispensing, sale or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined by Green Valley and Broken Arrow, Broken Arrow may terminate the Green Valley Lease by delivering written notice to Green Valley, together with a termination payment which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent which would have been earned after termination for the balance of the term. | |||||||||
Zoned Arizona [Member] | ||||||||||
Concentrations and Risks (Details) [Line Items] | ||||||||||
Lease term | 22 years | |||||||||
Expire date | Apr. 30, 2040 | |||||||||
Base rental payment | $ 33,500 | $ 49,200 | ||||||||
Advisory services agreement, description | Pursuant to the terms of the Tempe Amendment, the parties agreed that if there is any change in laws such that the dispensing, sale or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined by Zoned Arizona and CJK, CJK may terminate the Tempe Lease by delivering written notice to Zoned Arizona, together with a termination payment which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent which would have been earned after termination for the balance of the term. | |||||||||
Kingman [Member] | ||||||||||
Concentrations and Risks (Details) [Line Items] | ||||||||||
Lease term | 22 years | |||||||||
Expire date | Apr. 30, 2040 | |||||||||
Base rental payment | $ 4,000 | $ 4,000 | ||||||||
Advisory services agreement, description | The parties also agreed that if there is any change in laws such that the dispensing, sale or cultivation of marijuana upon the premises is prohibited or materially and adversely affected as mutually and reasonably determined by Kingman and CJK, CJK may terminate the Kingman Lease by delivering written notice to Kingman, together with a termination payment which shall be the sum of (i) any unpaid rent and interest, plus (ii) 5% of the base rent which would have been earned after termination for the balance of the term. | |||||||||
Tenants [Member] | ||||||||||
Concentrations and Risks (Details) [Line Items] | ||||||||||
Security deposits payable - related parties | $ 219,400 | 71,800 | ||||||||
Deferred rent receivable | $ 204,079 | $ 164,770 | ||||||||
Percentage of total assets | 59.80% | 79.20% | ||||||||
Zoned Arizona [Member] | ||||||||||
Concentrations and Risks (Details) [Line Items] | ||||||||||
Assignment Price | $ 300,000 |
Concentrations and Risks (Det_2
Concentrations and Risks (Details) - Schedule of future minimum lease payments | Dec. 31, 2022 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
2023 | $ 2,154,211 |
2024 | 2,245,735 |
2025 | 2,260,576 |
2026 | 2,264,399 |
2027 | 2,271,955 |
Thereafter | 27,187,804 |
Total | $ 38,384,680 |
Concentrations and Risks (Det_3
Concentrations and Risks (Details) - Schedule of revenues associated with significant tenant leases - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Concentrations and Risks (Details) - Schedule of revenues associated with significant tenant leases [Line Items] | |||
Lease amount | $ 1,776,284 | $ 1,255,130 | |
% of total revenues | 66.80% | 68.90% | |
CJK [Member] | |||
Concentrations and Risks (Details) - Schedule of revenues associated with significant tenant leases [Line Items] | |||
Lease amount | $ 638,789 | $ 690,673 | |
% of total revenues | 24% | 37.90% | |
Broken Arrow Herbal Center, Inc. [Member] | |||
Concentrations and Risks (Details) - Schedule of revenues associated with significant tenant leases [Line Items] | |||
Lease amount | $ 1,034,470 | $ 564,457 | |
% of total revenues | 38.90% | 31% | |
VSM [Member] | |||
Concentrations and Risks (Details) - Schedule of revenues associated with significant tenant leases [Line Items] | |||
Lease amount | [1] | $ 54,728 | |
% of total revenues | [1] | 2.10% | |
Woodward Tenant [Member] | |||
Concentrations and Risks (Details) - Schedule of revenues associated with significant tenant leases [Line Items] | |||
Lease amount | [1] | $ 48,297 | |
% of total revenues | [1] | 1.80% | |
[1]Revenues from these Significant Tenants began in December 2022 and will amount to over 10% of the Company’s rental revenue in future periods. |
Rental Properties (Details)
Rental Properties (Details) | 12 Months Ended | |||
Dec. 01, 2022 USD ($) m² | Jun. 01, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Rental Properties [Abstract] | ||||
Aggregate purchase price | $ 335,000 | |||
Net proceeds | 322,332 | |||
Gain on sale rental property | $ 51,944 | |||
Purchase price | $ 2,292,549 | |||
Cash | 867,549 | |||
Land contract promissory note | $ 1,425,000 | |||
Land square feet (in Square Meters) | m² | 9,060 | |||
Rentable buildings square feet (in Square Meters) | m² | 6,192 | |||
Cash paid | $ 590,000 | |||
Depreciation of rental properties amounted | $ 345,878 | $ 352,529 |
Rental Properties (Details) - S
Rental Properties (Details) - Schedule of rental properties, net - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Rental Properties (Details) - Schedule of rental properties, net [Line Items] | ||
Rental properties, at cost | $ 10,602,845 | $ 8,310,296 |
Less: accumulated depreciation | (2,214,709) | (1,868,831) |
Rental properties, net | 8,388,136 | 6,441,465 |
Building and building improvements [Member] | ||
Rental Properties (Details) - Schedule of rental properties, net [Line Items] | ||
Rental properties, at cost | $ 8,087,997 | 6,293,748 |
Building and building improvements [Member] | Minimum [Member] | ||
Rental Properties (Details) - Schedule of rental properties, net [Line Items] | ||
Useful Life (Years) | 5 years | |
Building and building improvements [Member] | Maximum [Member] | ||
Rental Properties (Details) - Schedule of rental properties, net [Line Items] | ||
Useful Life (Years) | 39 years | |
Land [Member] | ||
Rental Properties (Details) - Schedule of rental properties, net [Line Items] | ||
Rental properties, at cost | $ 2,514,848 | $ 2,016,548 |
Convertible Note Receivable (De
Convertible Note Receivable (Details) - USD ($) | 12 Months Ended | ||||
Mar. 19, 2020 | Dec. 31, 2022 | Dec. 07, 2022 | Dec. 31, 2021 | Feb. 19, 2021 | |
Convertible Note Receivable (Details) [Line Items] | |||||
Bear interest rate | 12% | ||||
Maturity date | Dec. 10, 2032 | ||||
Outstanding units percentage | 8% | ||||
Total percentage interest | 8% | 50% | |||
Additional investment amount (in Dollars) | $ 100,000 | ||||
Initial fee percentage | 5% | ||||
Renewal fee percentage | 5% | ||||
Accrued interest rate | 12% | ||||
Operating agreement, description | However, if KCB elects to prepay the Second A&R Debenture prior to March 19, 2025 (the “Maturity Date”) or prior to any conversion in whole or in part, the Company will be entitled to receive a number of KCB Class B units (“Class B Units”), in addition to such prepayment amount, constituting 10% of the total outstanding KCB Units (as defined in KCB’s Limited Liability Company Operating Agreement (the “Operating Agreement”), for the avoidance of doubt, being 10% of the total of KCB’s Class A units (“Class A Units”) and the Class B Units together, and 10% of the total Percentage Interest (as defined in the Operating Agreement) following such issuance and at the time of such issuance. | ||||
Conversion percentage, description | The Conversion Percentage will be 33% of the total number of Units (for the avoidance of doubt, being 33% of the total of the Class A Units and the Class B Units together), issued and outstanding at the time of conversion, constituting 33% of the total Percentage Interest (the “Conversion Percentage”). | ||||
Conversion rights, description | If (i) KCB does not elect to exercise its prepayment rights prior to the Maturity Date, and (ii) the Company does not elect to exercise its conversion rights, and (iii) KCB pays to the Company all outstanding principal and interest accrued and due under the terms of the Second A&R Debenture on the Maturity Date, then the Company will still be entitled to receive a number of Class B Units, in addition to such payment amount, constituting 8% of the total outstanding Units (for the avoidance of doubt, being 8% of the total of the Class A Units and the Class B Units together) and 8% of the total Percentage Interest (as such term is defined in the Second A&R Debenture) following such issuance and at the time of such issuance. | ||||
Convertible notes receivable (in Dollars) | $ 0 | $ 200,000 | |||
Interest receivable (in Dollars) | 0 | $ 10,756 | |||
Notes Receivable [Member] | |||||
Convertible Note Receivable (Details) [Line Items] | |||||
Investment receivable (in Dollars) | 210,756 | ||||
Convertible notes receivable (in Dollars) | 200,000 | ||||
Interest receivable (in Dollars) | $ 10,756 | ||||
KCB Jade Holdings, LLC [Member] | |||||
Convertible Note Receivable (Details) [Line Items] | |||||
Investment amount (in Dollars) | $ 100,000 | ||||
Original principal amount (in Dollars) | $ 100,000 | ||||
Bear interest rate | 6.50% | ||||
Maturity date | Mar. 19, 2025 | ||||
Outstanding units percentage | 10% | ||||
Total percentage interest | 10% | ||||
KCB Debenture [Member] | |||||
Convertible Note Receivable (Details) [Line Items] | |||||
Total percentage interest | 33% | ||||
Issued and outstanding interest percentage | 33% |
Intangible Asset (Details)
Intangible Asset (Details) - USD ($) | 12 Months Ended | ||
Apr. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets [Abstract] | |||
Consultant guaranteed term | 1 year | ||
Shares issued (in Shares) | 60,000 | ||
Fair value | $ 37,800 | ||
Quoted per share price (in Dollars per share) | $ 0.63 | ||
Intangible asset | $ 37,800 | ||
Amortization of intangible assets | $ 9,450 | $ 28,350 |
Intangible Asset (Details) - Sc
Intangible Asset (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Intangible Assets [Abstract] | ||
Useful life | 1 year | |
Real estate brokerage materials and listing | $ 37,800 | $ 37,800 |
Less: accumulated amortization | (37,800) | (28,350) |
Total | $ 9,450 |
Investment in Unconsolidated _3
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) - USD ($) | 12 Months Ended | ||||
Jun. 30, 2021 | May 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 24, 2022 | |
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) [Line Items] | |||||
Aggregate carrying value | $ 58,293 | $ 74,554 | |||
Purchased units | 50 | ||||
Equity method investments amount | 86,000 | ||||
Other-than-temporary impairment loss | 73,970 | ||||
Impairment loss | 73,970 | ||||
Capital contribution | $ 90,000 | ||||
Membership interests rate | 50% | ||||
Loss from unconsolidated joint ventures | 16,261 | 27,476 | |||
Convertible preferred stock value | 2,000 | $ 2,000 | |||
Equity securities amounted | $ 50,000 | ||||
Beakon [Member] | |||||
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) [Line Items] | |||||
Ownership percentage | 50% | ||||
Zoneomics Green [Member] | |||||
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) [Line Items] | |||||
Ownership percentage | 50% | ||||
Beakon [Member] | |||||
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) [Line Items] | |||||
Equity method investment membership interests percentage | 50% | ||||
Equity ownership and voting rights percentage | 50% | ||||
Zoneomics Green [Member] | |||||
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) [Line Items] | |||||
Equity ownership and voting rights percentage | 50% | 50% | |||
Series A Convertible Preferred Stock [Member] | |||||
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) [Line Items] | |||||
Convertible preferred stock value | $ 50,000 | ||||
Per share (in Dollars per share) | $ 57.14 | ||||
Series A Convertible Preferred Stock [Member] | Investment in equity securities [Member] | |||||
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) [Line Items] | |||||
Ownership percentage | 20% | ||||
Zoneomics Green [Member] | |||||
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) [Line Items] | |||||
Equity method investments amount | $ 90,000 |
Investment in Unconsolidated _4
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) - Schedule of unconsolidated affiliated entities and net carrying value amount - USD ($) | 12 Months Ended | |||
Dec. 07, 2022 | May 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) - Schedule of unconsolidated affiliated entities and net carrying value amount [Line Items] | ||||
Net Carrying Value | $ 4,500,000 | |||
Total, Original Investment Amount | $ 176,000 | |||
Total, Net Carrying Value | $ 58,293 | $ 74,554 | ||
Beakon, LLC [Member] | ||||
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) - Schedule of unconsolidated affiliated entities and net carrying value amount [Line Items] | ||||
Date Acquired | Apr. 22, 2021 | |||
Ownership | 50% | |||
Original Investment Amount | $ 86,000 | |||
Net Carrying Value | ||||
Zoneomics Green, LLC [Member] | ||||
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) - Schedule of unconsolidated affiliated entities and net carrying value amount [Line Items] | ||||
Date Acquired | May 01, 2021 | |||
Ownership | 50% | 50% | ||
Original Investment Amount | $ 90,000 | |||
Net Carrying Value | $ 58,293 | $ 74,554 |
Investment in Unconsolidated _5
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) - Schedule of derived from the financial statements | Dec. 31, 2022 USD ($) |
Beakon [Member] | |
Current assets: | |
Cash | $ 2,400 |
Total assets | 2,400 |
Liabilities | |
Equity | 2,400 |
Total liabilities and equity | 2,400 |
Zoneomics Green [Member] | |
Current assets: | |
Cash | 26,586 |
Total assets | 26,586 |
Liabilities | |
Equity | 26,586 |
Total liabilities and equity | $ 26,586 |
Investment in Unconsolidated _6
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) - Schedule of statement of operations | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Beakon [Member] | |
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) - Schedule of statement of operations [Line Items] | |
Net sales | |
Operating expenses | (540) |
Net loss | (540) |
Company’s share of loss from unconsolidated joint ventures | |
Zoneomics Green [Member] | |
Investment in Unconsolidated Joint Ventures and Equity Securities (Details) - Schedule of statement of operations [Line Items] | |
Net sales | |
Operating expenses | (32,522) |
Net loss | (32,522) |
Company’s share of loss from unconsolidated joint ventures | $ (16,261) |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |||||
Dec. 07, 2022 | Jul. 11, 2022 | Dec. 05, 2022 | Dec. 31, 2022 | Jul. 11, 2023 | Dec. 31, 2021 | Jan. 09, 2017 | |
Notes Payable (Details) [Line Items] | |||||||
Other fees | $ 176,472 | ||||||
Additional fees | 8,124 | ||||||
Loan and other fees | $ 184,596 | ||||||
Loan agreement, description | (a) upon the occurrence of an event of default, the outstanding principal balance of the MAL will not at any time exceed 65% of the Property’s most recent appraised value; (b) upon the occurrence of an event of default, Zoned Arizona will maintain a minimum Non-Cannabis Debt Service Coverage Ratio (as hereinafter defined) of 1.40 to 1.00; (c) Zoned Arizona will at all times maintain a minimum debt service coverage ratio of 1.50 to 1.0; and (d) Zoned Arizona and the Company, collectively, will maintain at all times, liquid assets of at least the sum of all tenant securities deposits under leases, plus $350,000 in operating reserves. | ||||||
Prime rate plus | 2% | ||||||
Percentage of prime rate plus | 2.25% | 6% | |||||
Swap Note original principal amount | $ 4,500,000 | ||||||
Percentage of loan-to-value | 50% | 8% | |||||
Effective rate | 0.75% | ||||||
Swap note matures | 10 years | ||||||
Received net proceeds | $ 4,500,000 | ||||||
Net of fees | $ 184,596 | ||||||
Fixed interest rate | 7.65% | ||||||
Amortization of debt discount | $ 1,538 | ||||||
Principal of note payable | 4,485,808 | ||||||
Interest due on note payable | 28,324 | ||||||
Principal of note payable | 5,910,808 | ||||||
Forecast [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Accounts Payable, Interest-Bearing, Interest Rate | 1% | ||||||
Woodward Property Note Payable [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Interest due on note payable | 10,687 | ||||||
Note payable description | in connection with the acquisition of the Woodward Property located in Pleasant Ridge, Michigan, the Company entered into a land contact note in the amount of $1,425,000 (the “Woodward Property Note Payable “). The Woodward Property Note Payable bears interest at 9% per annum and is due in full as follows: 1)60 monthly payments of principal and interest of $12,821 beginning on January 1, 2023, and 2)A balloon payment of $1,274,117 including the remaining principal and interest on or before December 1, 2028. | ||||||
Principal of note payable | $ 1,425,000 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total principal due on notes payable | $ 5,910,808 | |
Less: debt discount | (183,058) | |
Notes payable, net | 5,727,750 | |
Note payable - East West Bank [Member] | ||
Debt Instrument [Line Items] | ||
Total principal due on notes payable | 4,485,808 | |
Note payable - Woodward Property [Member] | ||
Debt Instrument [Line Items] | ||
Total principal due on notes payable | $ 1,425,000 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of future principal payments under the notes payable - Notes Payable [Member] | Dec. 31, 2022 USD ($) |
Notes Payable (Details) - Schedule of future principal payments under the notes payable [Line Items] | |
2023 | $ 63,441 |
2024 | 69,278 |
2025 | 75,451 |
2026 | 82,176 |
2027 | 89,501 |
Thereafter | 5,530,961 |
Total principal payments due on December 31, 2022 | $ 5,910,808 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 12 Months Ended | |||
Jan. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 09, 2017 | |
Convertible Debt [Line Items] | ||||
Bear interest rate | 12% | |||
Mr. Abrams Debenture [Member] | ||||
Convertible Debt [Line Items] | ||||
Aggregate principal amount | $ 2,000,000 | |||
Convertible notes payable exchange cash | $ 2,000,000 | |||
Debenture accrues interest rate | 6% | |||
Common stock conversion price per share (in Dollars per share) | $ 5 | |||
Principal balance due under the debenture | $ 2,000,000 | $ 2,000,000 | ||
Accrued interest payable | 30,000 | 30,000 | ||
Interest expense | $ 120,000 | $ 120,000 |
Related Party Transaction (Deta
Related Party Transaction (Details) - USD ($) | 12 Months Ended | |||
Jan. 09, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 11, 2022 | |
Related Party Transaction (Details) [Line Items] | ||||
Debentures accrued interest | 6% | 2.25% | ||
Debt instrument, maturity date | Jan. 09, 2022 | |||
Common stock conversion price | $ 5 | |||
Interest expenses - related parties | $ 600 | $ 1,200 | ||
McLaren Debenture [Member] | ||||
Related Party Transaction (Details) [Line Items] | ||||
Principal amount of convertible debt | 20,000 | |||
Convertible notes payable exchange cash | $ 20,000 | |||
Principal balance of debentures | 0 | 20,000 | ||
Accrued interest payable | $ 0 | $ 5,400 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Jul. 01, 2022 | Apr. 01, 2022 | Jul. 01, 2021 | Apr. 01, 2021 | Jan. 01, 2021 | Dec. 13, 2013 | Jan. 21, 2022 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 09, 2016 | |
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 1 | ||||||||||
Preferred stock, voting rights description | The holders of the preferred stock are entitled to fifty (50) votes for each share held. | ||||||||||
Receive per share (in Dollars per share) | $ 1 | ||||||||||
Preferred stock shares outstanding | 2,000,000 | 2,000,000 | |||||||||
Preferred stock outstanding transactions description | 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: | ||||||||||
Common stock shares issued | 130,000 | ||||||||||
Aggregate fair value (in Dollars) | $ 52,000 | ||||||||||
Price per share (in Dollars per share) | $ 0.4 | ||||||||||
Stock-based compensation expense (in Dollars) | $ 52,000 | ||||||||||
Share issued | 60,000 | ||||||||||
Fair value (in Dollars) | $ 37,800 | ||||||||||
Per share price (in Dollars per share) | $ 0.63 | ||||||||||
Intangible asset (in Dollars) | $ 37,800 | ||||||||||
Stock option expense (in Dollars) | $ 336,755 | $ 56,180 | |||||||||
Number of options outstanding | 2,352,500 | ||||||||||
Number of options vested and exercisable | 1,567,500 | ||||||||||
Unvested stock-based compensation expense (in Dollars) | $ 276,167 | ||||||||||
Aggregate intrinsic value (in Dollars) | $ 400 | ||||||||||
Share per price (in Dollars per share) | $ 0.75 | ||||||||||
2016 Plan [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Reserved shares of common stock | 10,000,000 | ||||||||||
Stock option awards | 1,102,500 | 325,000 | |||||||||
Stock option exercisable | 367,500 | 125,000 | |||||||||
Future issuance shares | 8,897,500 | 9,675,000 | |||||||||
Granted a stock option to purchase an aggregate | 52,500 | ||||||||||
Exercise price (in Dollars per share) | $ 1 | ||||||||||
2016 Plan [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Terms of plan, description | 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. | ||||||||||
Stock option to purchase | 1,250,000 | 1,200,000 | |||||||||
Stock option, description | The grant date of the stock option was April 1, 2022 and the option expires on October 1, 2031. The option vests as to (i) 2,500 of such shares on April 1, 2022; and (ii) as to 5,000 of such shares on October 1, 2022 and each year thereafter through October 1, 2031. 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 110.76%; risk-free interest rate of 2.39%; and an estimated holding period of 10 years. The Company valued this stock option at a fair value of $37,660 and will record stock-based compensation expense over the vesting period. | ||||||||||
Director of Real Estate [Member] | 2016 Plan [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Stock option, description | The grant date of the option was July 1, 2021 and the option expires on July 1, 2031. The option vests as to (i) 25,000 of such shares on July 1, 2021; and (ii) as to 10,000 of such shares on July 1, 2022 and each year thereafter through July 1, 2031. The vesting of the Option pursuant to the Vesting Schedule hereof is earned only by continuing as a service provider at the will of the Company. 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 119%; risk-free interest rate of 1.48%; and an estimated holding period of 10 years. In connection with these options, the Company valued these options at a fair value of $69,677 and will record stock-based compensation expense over the vesting period. | ||||||||||
Stock options [Member] | 2016 Plan [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Granted a stock option to purchase an aggregate | 125,000 | ||||||||||
Exercise price (in Dollars per share) | $ 1 | ||||||||||
Chief Operating Officer [Member] | 2016 Plan [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Granted a stock option to purchase an aggregate | 125,000 | 75,000 | |||||||||
Exercise price (in Dollars per share) | $ 1 | $ 1 | |||||||||
Stock option, description | The grant date of the option was January 1, 2021 and the option expires on January 1, 2031. The option vests as to (i) 25,000 of such shares on January 1, 2021; and (ii) as to 10,000 of such shares on January 1, 2022 and each year thereafter through January 1, 2031. 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 117%; risk-free interest rate of 0.93%; and an estimated holding period of 10 years. In connection with these options, the Company valued these options at a fair value of $48,677 and will record stock-based compensation expense over the vesting period. | The grant date of the stock option was January 21, 2022 and the options expire on January 21, 2032. The option vests as to (i) 15,000 of such shares on January 21, 2022; and (ii) as to 7,500 of such shares on January 21, 2023 and each year thereafter through January 21, 2032. 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 112.3%; risk-free interest rate of 1.75%; and an estimated holding period of 10 years. In connection with these options, the Company valued these stock options at a fair value of $55,334 and will record stock-based compensation expense over the vesting period. | |||||||||
Board of Directors [Member] | 2016 Plan [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Granted a stock option to purchase an aggregate | 525,000 | ||||||||||
Exercise price (in Dollars per share) | $ 0.78 | ||||||||||
Stock option, description | The grant date of the stock options was January 21, 2022 and the options expire on January 21, 2032. The stock option shall vest in equal quarterly installments, with the first installment of 43,750 stock options vesting on January 20, 2022, and 43,750 stock options vesting each quarter through October 21, 2024. 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 108.7%; risk-free interest rate of 1.54%; and an estimated holding period of 6 years. In connection with these options, the Company valued these stock options at a fair value of $345,173 and will record stock-based compensation expense over the vesting period. | ||||||||||
Chief Legal Officer [Member] | 2016 Plan [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Granted a stock option to purchase an aggregate | 125,000 | ||||||||||
Exercise price (in Dollars per share) | $ 1 | ||||||||||
Stock option, description | The grant date of the stock option was July 1, 2022 and the option expires on July 1, 2032. The option vests as to (i) 25,000 of such shares on July 1, 2022; and (ii) as to 10,000 of such shares on July 1, 2023 and each year thereafter through July 1, 2032. 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 109.83%; risk-free interest rate of 2.88%; and an estimated holding period of 10 years. The Company valued this stock option at a fair value of $82,420 and will record stock-based compensation expense over the vesting period. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of stock option activities - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Stock Option Activities Abstract | ||
Number of Options, at beginning | 1,575,000 | 1,325,000 |
Weighted Average Exercise Price, at beginning (in Dollars per share) | $ 0.99 | $ 0.99 |
Weighted Average Remaining Contractual Term (Years), at beginning | 4 years 10 months 6 days | |
Aggregate Intrinsic Value, at beginning (in Dollars) | $ 1,400 | |
Number of Options, Granted | 777,500 | 250,000 |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ 0.85 | |
Aggregate Intrinsic Value, Granted (in Dollars) | ||
Number of Options, ending balance | 2,352,500 | 1,575,000 |
Weighted Average Remaining Contractual Term (Years), ending balance | 5 years 5 months 15 days | 4 years 8 months 15 days |
Aggregate Intrinsic Value, ending balance (in Dollars) | $ 400 | $ 1,400 |
Weighted Average Exercise Price, ending balance (in Dollars per share) | $ 0.95 | $ 0.99 |
Number of Options, Exercisable | 1,567,500 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 3 years 11 months 8 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 400 | |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ 0.97 | |
Number of Options, non-vested, Beginning balance | 275,000 | |
Weighted Average Exercise Price, non-vested, Beginning balance (in Dollars per share) | $ 1 | |
Weighted Average Remaining Contractual Term (Years), non-vested, Beginning balance | ||
Aggregate Intrinsic Value, non-vested, Beginning balance (in Dollars) | ||
Number of Options, Granted | 777,500 | |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ 0.85 | |
Weighted Average Remaining Contractual Term (Years), Granted | ||
Aggregate Intrinsic Value, Granted (in Dollars) | ||
Number of Options, Vested during the period | (267,500) | |
Weighted Average Remaining Contractual Term (Years) Vested during the period | ||
Aggregate Intrinsic Value, Vested during the period (in Dollars) | ||
Weighted Average Exercise Price, Vested during the period (in Dollars per share) | $ 0.86 | |
Number of Options, non-vested, ending balance | 785,000 | 275,000 |
Weighted Average Remaining Contractual Term (Years), non-vested, ending balance | 8 years 7 months 6 days | |
Aggregate Intrinsic Value, non-vested, ending balance (in Dollars) | ||
Weighted Average Exercise Price, non-vested, ending balance (in Dollars per share) | $ 0.9 | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||||
Jul. 26, 2022 | Sep. 29, 2021 | May 23, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||||
Base annual salary | $ 150,000 | $ 215,000 | |||
Equity percentage | 2% | ||||
Employment agreement period | 1 year | 10 years | |||
Employee contributions percentage | 100% | ||||
Employee’s plan compensation | 4% | ||||
Contributed plan | $ 22,317 | $ 907 | |||
Minority interest period | 1 year | ||||
Membership interest | 25% | ||||
Cash | $ 600,000 | ||||
Interest rate | 12% | ||||
Purchase price | $ 1,160,000 | ||||
Master Agreement [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Membership interest | 25% |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of respect to these reportable business segments - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues [Member] | ||
Segment Reporting Information [Line Items] | ||
Property investment portfolio | $ 1,795,719 | $ 1,261,059 |
Real estate services | 864,371 | 559,426 |
Total segment reporting | 2,660,090 | 1,820,485 |
Depreciation and amortization [Member] | ||
Segment Reporting Information [Line Items] | ||
Property investment portfolio | 351,043 | 358,294 |
Real estate services | 9,450 | 28,350 |
Total segment reporting | 360,493 | 386,644 |
Interest expense [Member] | ||
Segment Reporting Information [Line Items] | ||
Property investment portfolio | 161,150 | 121,200 |
Real estate services | ||
Total segment reporting | 161,150 | 121,200 |
Loss from unconsolidated joint ventures [Member] | ||
Segment Reporting Information [Line Items] | ||
Property investment portfolio | 16,261 | 27,476 |
Real estate services | ||
Total segment reporting | 16,261 | 27,476 |
Net loss [Member] | ||
Segment Reporting Information [Line Items] | ||
Property investment portfolio | (324,725) | (342,103) |
Real estate services | (249,630) | 176,284 |
Total segment reporting | $ (574,355) | $ (165,819) |
Segment Reporting (Details) -_2
Segment Reporting (Details) - Schedule of identifiable long-lived tangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Identifiable Long Lived Tangible Assets [Abstract] | ||
Property investment portfolio | $ 8,399,964 | $ 6,455,383 |
Real estate services | ||
Total long lived tangible assets | $ 8,399,964 | $ 6,455,383 |
Operating Lease Right-of-Use _3
Operating Lease Right-of-Use (“Rou”) Assets and Operating Lease Liability (Details) - USD ($) | 12 Months Ended | |||
Mar. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Operating Lease Right-of-Use (“Rou”) Assets and Operating Lease Liability [Abstract] | ||||
Expire term | Nov. 30, 2024 | |||
Lease term | 5 years | |||
Rent per month through November 30, 2021 | $ 2,932 | |||
Rent from December 1, 2022 through November 30, 2023 | 3,005 | |||
Rent from December 1, 2023 through November 30, 2024 | 3,078 | |||
Rent expense | $ 33,708 | $ 17,455 | ||
Discount rate | 6% |
Operating Lease Right-of-Use _4
Operating Lease Right-of-Use (“Rou”) Assets and Operating Lease Liability (Details) - Schedule of right-of-use asset (“ROU”) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Right Of Use Asset Rou Abstract | ||
Office lease right of use asset | $ 90,710 | |
Less: accumulated amortization | (25,329) | |
Balance of ROU assets | $ 65,381 |
Operating Lease Right-of-Use _5
Operating Lease Right-of-Use (“Rou”) Assets and Operating Lease Liability (Details) - Schedule of future minimum base lease payments due under a non-cancelable operating lease | Dec. 31, 2022 USD ($) |
Schedule of Future Minimum Base Lease Payments Due Under a Non Cancelable Operating Lease [Abstract] | |
2023 | $ 36,133 |
2024 | 33,861 |
Total minimum non-cancelable operating lease payments | 69,994 |
Less: discount to fair value | (4,053) |
Total lease liability on December 31, 2022 | $ 65,941 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 2,106,000 |
Estimated loss carry forward | $ 1,488,189 |
Expiration date | Dec. 31, 2037 |
Increase in valuation allowance | $ 64,614 |
Net loss carryforward expire | 2042 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of effective statutory rate and the provision for income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Effective Statutory Rate and the Provision for Income Taxes [Abstract] | ||
Income tax benefit at U.S. statutory rate | $ (120,615) | $ (34,822) |
Income tax benefit – state | (37,333) | (10,778) |
Non-deductible expenses | 93,334 | 16,192 |
Change in valuation allowance | 64,614 | 29,408 |
Total provision for income tax |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax asset - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Net Deferred Tax Asset [Abstract] | ||
Net operating loss carryforward | $ 579,194 | $ 514,580 |
Net deferred tax assets before valuation allowance | 579,194 | 514,580 |
Valuation allowance | (579,194) | (514,580) |
Net deferred tax asset |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | |||||||
Feb. 27, 2023 USD ($) | Dec. 01, 2022 USD ($) | Feb. 24, 2023 USD ($) | Dec. 31, 2022 USD ($) m² | Dec. 07, 2022 | Jan. 24, 2022 ft² | Dec. 31, 2021 USD ($) | Sep. 01, 2021 ft² | |
Subsequent Events (Details) [Line Items] | ||||||||
Deposits | $ 590,000 | |||||||
Interest rate | 8% | 50% | ||||||
Purchase price | $ 2,292,549 | |||||||
Deposits | $ 219,400 | $ 71,800 | ||||||
Properties (in Square Meters) | 15,246 | 97,312 | 67,312 | |||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Purchase deposit amount | $ 23,634 | |||||||
Purchase price for stone property | 755,984 | |||||||
Cash | $ 903,070 | 85,894 | ||||||
Deposits | 240,000 | |||||||
Note payable | $ 430,000 | |||||||
Interest rate | 7% | |||||||
Installment payable | $ 3,865 | |||||||
Purchase price | 1,253,070 | |||||||
Deposits | $ 350,000 | |||||||
Land [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Properties (in Square Meters) | m² | 3,463 | |||||||
Buildings [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Properties (in Square Meters) | m² | 7,872 |