IIOT-OXYS (ITOX) 10-K 31 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Mar. 31, 2017	Jun. 30, 2016
Document and Entity Information:
Entity Registrant Name	Gotham Capital Holdings, Inc.
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Trading Symbol	gthm
Amendment Flag	false
Entity Central Index Key	1,290,658
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		5,266,075
Entity Public Float			$ 233,633
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	Yes
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY

Gotham Capital Holdings, Inc. -

Gotham Capital Holdings, Inc. - Balance Sheets - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 39,646	$ 28,855
Total current assets	39,646	28,855
Total assets	39,646	28,855
Current liabilities
Accounts payable	30,168	7,234
Accrued expenses	12,950	13,000
Total current liabilities	43,118	20,234
Total Liabilities	43,118	20,234
Stockholders' Equity (Deficiency)
Preferred stock, par value $0.001, authorized 10,000,000 shares, issued and outstanding -0- shares at December 31, 2016 and 2015	0	0
Common stock, par value $0.001, authorized 190,000,000 shares, issued and outstanding 5,266,075 shares at December 31, 2016 and 2015	5,266	5,266
Additional paid-in capital	781,375	781,375
Accumulated deficit	(790,113)	(778,020)
Total Stockholders' Equity (Deficiency)	(3,472)	8,621
Total Liabilities and Stockholders' Equity (Deficiency)	$ 39,646	$ 28,855

Gotham Capital Holdings, Inc. 3

Gotham Capital Holdings, Inc. - Balance Sheets (Parentheticals)(USD $) - $/shares - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	5,266,075	5,266,075
Common stock, shares outstanding	5,266,075	5,266,075

Gotham Captial Holdings, Inc. -

Gotham Captial Holdings, Inc. - Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Statement
Revenue	$ 0	$ 0
Operating Expenses
Professional fees	30,523	50,538
Miscellaneous	1,593	1,135
Total operating expenses	32,116	51,673
Loss from operations	(32,116)	(51,673)
Other Income
Miscellaneous income	20,000	0
Interest income	23	81
Total Other Income	20,023	81
Net Loss	$ (12,093)	$ (51,592)
Basic and diluted net loss per common share	$ 0	$ 0
Basic and diluted weighted average common shares outstanding	5,266,075	5,266,075

Gotham Capital Holdings, Inc. 5

Gotham Capital Holdings, Inc. - Statements of Stockholders' Equity (Deficiency) for the Years Ended December 31, 2016 and 2015 - USD ($)	Total	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total Stockholders' Equity
Balance, Shares at Dec. 31, 2014		5,266,075
Balance, Monetary at Dec. 31, 2014		$ 5,266	$ 781,375	$ (726,428)	$ 60,213
Net loss		$ 0	0	(51,592)	(51,592)
Balance, Shares at Dec. 31, 2015	5,266,075	5,266,075
Balance, Monetary at Dec. 31, 2015		$ 5,266	781,375	(778,020)	8,621
Net loss		$ 0	0	(12,093)	(12,093)
Balance, Shares at Dec. 31, 2016	5,266,075	5,266,075
Balance, Monetary at Dec. 31, 2016		$ 5,266	$ 781,375	$ (790,113)	$ (3,472)

Gotham Capital Holdings, Inc. 6

Gotham Capital Holdings, Inc. - Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities
Net Loss	$ (12,093)	$ (51,592)
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operating Activities:
Increase (decrease) in accounts payable	22,934	(7,882)
Increase (decrease) in accrued expenses	(50)	250
Net Cash Provided By (Used In) Operating Activities	10,791	(59,224)
Cash at the Beginning of the Year	28,855	88,079
Cash at the End of the Year	39,646	28,855
Cash Paid During the Year for:
Income taxes	500	500
Interest	$ 0	$ 0

1. The Company

1. The Company	12 Months Ended
	Dec. 31, 2016
Notes
1. The Company	1. THE COMPANY The Company was incorporated in the State of New Jersey on October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation and subsequently changed its name to Gotham Capital Holdings, Inc. on May 18, 2015. The Company commenced operations in the beauty supply industry as of January 1, 2004. On November 30, 2007, the Company’s Board of Directors approved a plan to dispose of its wholesale and retail beauty supply business. As of January 1, 2009, the Company has had no operations and is a shell company. The Company’s current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or wish to contribute assets to the Company rather than merge. No assurance can be given that the Company will be successful in identifying or negotiating with any target company. The Company provides a means for a foreign or domestic private company to become a reporting (public) company whose securities would be qualified for trading in the United States secondary market. The Board of Directors of the Company adopted resolutions to amend their Articles of Incorporation to increase the authorized shares to 200,000,000 (See note 6), to amend Articles of Incorporation to change the Company’s name to Gotham Capital Holdings, Inc. and authorize a 1-for-2 reverse split of all outstanding common shares. The corporation actions became effective as of May 18, 2015. On April 1, 2015, the Company entered into a Securities Purchase Agreement (“SPA”) with Gotham Capital, Inc. and certain Gotham Capital, Inc. shareholders which would have resulted in a change of control of the Company upon execution of the agreement. On July 22, 2016, both parties signed a mutual release which agrees to settle disputes and differences that have arisen between the two parties and cancelled the SPA. The Company has received a reimbursement of $20,000 for professional fees related to the agreement which has been recorded as miscellaneous income in the statement of operations (See note 4). See Note 7 for further updates regarding potential business targets and corporate actions taken subsequent to December 31, 2016.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Notes
2. Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial Statement Presentation The Company’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. Use of Estimates The preparation of these financial statements require management to make estimates, judgments and assumptions that affect the reporting amounts of assets, liabilities, revenue and expenses. The Company continually evaluates the accounting policies and estimates used to prepare the financial statements. The Company bases its estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Cash Equivalents Short-term investments with an original maturity of ninety days or less and highly liquid investments are considered cash and cash equivalents. Cash and cash equivalents consist of a money market account. Income Taxes The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 740”), Income Tax (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities using enacting tax rates in effect in the years in which the 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 has adopted the provisions of FASB ASC 740-10-05, “Accounting for Uncertainties in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Loss Per Share The Company computes loss per share in accordance with ASC 260, “Earnings Per Share”. Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding, which includes convertible debentures, stock options and warrants. There were no dilutive common stock equivalents for all periods presented. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s recurring losses from operations, lack of revenue generating operations and accumulated deficit raise substantial doubt about the ability of the Company to continue as a going concern. Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the Company, but cannot assure that such financing will be available on acceptable terms. The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flows to meet its obligations, and obtain additional financing as may be required. The outcome of this uncertainty cannot be assured. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve the Company’s operating results. Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Recently Issued Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

3. Concentration of Credit Risk

3. Concentration of Credit Risk	12 Months Ended
	Dec. 31, 2016
Notes
3. Concentration of Credit Risk	3. CONCENTRATION OF CREDIT RISK The Company maintains its cash balance with a major bank. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000 per depositor. At December 31, 2016 and 2015 all cash balances were fully insured.

4. Miscellaneous Income

4. Miscellaneous Income	12 Months Ended
	Dec. 31, 2016
Notes
4. Miscellaneous Income	4. MISCELLANEOUS INCOME On August 22, 2016 the Company received $20,000 as a reimbursement for professional fees paid in 2015. The reimbursement has been classified as miscellaneous income in the Statement of Operations. (See note 1).

5. Income Taxes

5. Income Taxes	12 Months Ended
	Dec. 31, 2016
Notes
5. Income Taxes	5. INCOME TAXES The deferred income tax assets and liabilities at December 31, 2016 and 2015 are as follows: December 31, 2016 December 31, 2015 Net operating loss carry forwards $218,600 $213,900 Less: Valuation allowance (218,600) (213,900) Total $ 0 $ 0 A 100% valuation allowance was provided at December 31, 2016 and 2015 as it is uncertain if the deferred tax assets would be utilized and the net operating loss carryforwards may be limited due to potential changes of control. The increase in the valuation allowance was a result from the current year net operating loss. At December 31, 2016, the Company has unused federal net operating loss carry forwards of approximately $614,000 expiring between 2024 and 2036 and unused New Jersey net operating loss carry forwards of approximately $199,000 expiring between 2029 and 2036. At December 31, 2016 and 2015, the Company had no material unrecognized tax benefits, and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company did not recognize any interest or penalties related to uncertain tax positions at December 31, 2016 and 2015. The Company files its federal and New Jersey income tax returns under varying statutes of limitations. The 2013 through 2016 tax years generally remain subject to examination by federal and New Jersey tax authorities.

6. Stockholders' Equity (Defici

6. Stockholders' Equity (Deficiency)	12 Months Ended
	Dec. 31, 2016
Notes
6. Stockholders' Equity (Deficiency)	6. STOCKHOLDERS’ EQUITY (DEFICIENCY) Effective May 18, 2015, the Company increased the authorized shares to 200,000,000. 190,000,000 shares shall be designated common stock and have a par value of $0.001 per share and 10,000,000 shares shall be designated preferred stock and have a par value of $0.001 per share. The Company also recorded a 1-for-2 reverse split of all outstanding common shares which occurred on May 18, 2015 and is reflected in all per share amounts in the financial statements. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratable in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefore. In the event of liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

7. Subsequent Events

7. Subsequent Events	12 Months Ended
	Dec. 31, 2016
Notes
7. Subsequent Events	7. SUBSEQUENT EVENTS On March 16, 2017, the Board of Directors of the Company adopted resolutions to change the Company’s name to IIOT-OXYS, Inc., to authorize a change of domicile from New Jersey to Nevada, to authorize a 2017 Stock Awards Plan, and to approve the Securities Exchange Agreement between the Company and OXYS Corporation (“OXYS”), a Nevada Corporation. The actions have been approved by stockholders representing 84.2% of the Company. Our Board of Directors and Majority Shareholders has approved a securities exchange agreement with the shareholders of OXYS to acquire 100% of the issued voting shares of OXYS in exchange for 34,687,244 of the Company’s common shares. The securities and exchange agreement has not been executed as of the date of this filing. Upon execution of the securities and exchange agreement, the acquisition will result in a change of control of the Company. The 34,687,244 common shares to be issued consist wholly of securities exempt from registration under the Securities Act of 1933. The share consideration to be paid by the Company to the OXYS shareholders will represent approximately 90% of our issued voting equity on a fully diluted basis following closing. The corporate actions will not be effective until twenty days after the Definitive Information Statement filing date with the Securities and Exchange Commission. Also at closing of the Securities Exchange Agreement, Carmine Catizone, a current officer and director, and Pasquale Catizone, a majority shareholder, will return an aggregate of 1,500,000 common shares to the Company for cancellation such that neither Carmine nor Pasquale Catizone shall retain 5% or more of our voting securities. Pasquale Catizone has entered into a consulting agreement with OXYS to provide consulting services during the transition. At closing of the Securities and Exchange Agreement, Carmine Catizone and Daniel Generelli will resign as officers and directors. The Board of Directors and Majority Shareholders have determined that it is in the best interests of the Company to implement the 2017 Stock Awards Plan. The 2017 Stock Awards Plan was adopted by the Board of Directors of the Company on March 16, 2017. The aggregate number of common shares that may be issued under the Plan shall be 7,000,000 common shares.

2. Summary of Significant Acc14

2. Summary of Significant Accounting Policies: Financial Statement Presentation (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Financial Statement Presentation	Financial Statement Presentation The Company’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America.

2. Summary of Significant Acc15

2. Summary of Significant Accounting Policies: Use of Estimates (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Use of Estimates	Use of Estimates The preparation of these financial statements require management to make estimates, judgments and assumptions that affect the reporting amounts of assets, liabilities, revenue and expenses. The Company continually evaluates the accounting policies and estimates used to prepare the financial statements. The Company bases its estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.

2. Summary of Significant Acc16

2. Summary of Significant Accounting Policies: Cash Equivalents (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Cash Equivalents	Cash Equivalents Short-term investments with an original maturity of ninety days or less and highly liquid investments are considered cash and cash equivalents. Cash and cash equivalents consist of a money market account.

2. Summary of Significant Acc17

2. Summary of Significant Accounting Policies: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Income Taxes	Income Taxes The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 740”), Income Tax (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities using enacting tax rates in effect in the years in which the 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 has adopted the provisions of FASB ASC 740-10-05, “Accounting for Uncertainties in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

2. Summary of Significant Acc18

2. Summary of Significant Accounting Policies: Loss Per Share (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Loss Per Share	Loss Per Share The Company computes loss per share in accordance with ASC 260, “Earnings Per Share”. Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding, which includes convertible debentures, stock options and warrants. There were no dilutive common stock equivalents for all periods presented.

2. Summary of Significant Acc19

2. Summary of Significant Accounting Policies: Going Concern (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Going Concern	Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s recurring losses from operations, lack of revenue generating operations and accumulated deficit raise substantial doubt about the ability of the Company to continue as a going concern. Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the Company, but cannot assure that such financing will be available on acceptable terms. The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flows to meet its obligations, and obtain additional financing as may be required. The outcome of this uncertainty cannot be assured. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve the Company’s operating results.

2. Summary of Significant Acc20

2. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments.

2. Summary of Significant Acc21

2. Summary of Significant Accounting Policies: Recently Issued Accounting Standards (Policies)	12 Months Ended
	Dec. 31, 2016
Policies
Recently Issued Accounting Standards	Recently Issued Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

5. Income Taxes_ Schedule of De

5. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2016
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	December 31, 2016 December 31, 2015 Net operating loss carry forwards $218,600 $213,900 Less: Valuation allowance (218,600) (213,900) Total $ 0 $ 0

1. The Company (Details)

1. The Company (Details)	Aug. 22, 2016USD ($)
Details
Professional fee reimbursement	$ 20,000

4. Miscellaneous Income (Detail

4. Miscellaneous Income (Details)	Aug. 22, 2016USD ($)
Details
Professional fee reimbursement	$ 20,000

5. Income Taxes_ Schedule of 25

5. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Details
Deferred Tax Assets, Operating Loss Carryforwards	$ 218,600	$ 213,900
Deferred Tax Assets, Valuation Allowance	(218,600)	(213,900)
Deferred Tax Assets, Net	$ 0	$ 0

5. Income Taxes (Details)

5. Income Taxes (Details)	Dec. 31, 2016USD ($)
Details
Operating Loss Carryforwards	$ 614,000
New Jersey net operating loss carry forwards	$ 199,000