ORGANIZATION AND GOING CONCERN | NOTE 1- ORGANIZATION AND GOING CONCERN Organization and Description of Business TurnKey Capital, Inc. (formerly Train Travel Holdings, Inc.) (the Company) was incorporated under the laws of the State of Nevada on September 7, 2012 (Inception). From Inception in 2012 through December 2013, our business operations were limited primarily to the development of a business plan to provide consulting services to commercial growers of coffee in El Salvador, the completion of private placements for the offer and sale of our common stock, discussing the offers of consulting services with potential customers, and the signing of the service agreement with Finca La Esmeralda, a private El-Salvadorian company. We discontinued our coffee business on January 23, 2014. Commencing January 23, 2014, our business plan changed to the acquisition and operation of entertainment train companies, as well as managing and providing consulting services to entertainment train companies. Since January 2014 our management has spent all of its time and effort on developing our business plan, including identifying specific entertainment railroad acquisition targets, engaging in discussions with these potential targets to ascertain the potential level of interest, negotiating general terms with targets, and undertaking early stage due diligence of potential targets. As a result, we entered into non-binding letters of intent with two acquisition candidates and subsequently performed initial stage due diligence. In one case, the railroad was in such disrepair we determined the acquisition was not feasible at the price being sought by the target. In another case, we determined the price was too high based on our due diligence and could not reach an agreement with the potential seller. We also entered into a series of agreements to operate a dinner train in Missouri which were subsequently unwound. In light of the forgoing, our management has looked to potential new lines of business in addition to pursuing our current line of business. On July 6, 2015, the Company completed a share exchange agreement (the Agreement) with Turnkey Home Buyers USA, Inc., a Florida corporation (Turnkey), TBG Holdings Corporation (TBG), each of the Turnkey shareholders and Train Travel Holdings, Inc., a Florida corporation. the Company, Turnkey, TBG and Train Travel Holdings, Inc., a Florida corporation, are all under the common control of Neil Swartz and Tim Hart. Pursuant to the terms of the Agreement, Turnkey shareholders transferred to the Company all of the issued and outstanding shares of capital stock of Turnkeys shareholders. In exchange for the acquisition of 100% of Turnkey issued and outstanding shares, the Company issued 15,337,500 shares of its common stock to Turnkey shareholders. Prior to closing, TBG, a principal shareholder of the Company and Turnkey, tendered to Turnkey for cancellation 15,000,000 shares of Turnkey common stock. The Company shares issued to the Turnkey shareholders were not registered and were issued in a transaction which was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933. Each of the Turnkey shareholders were accredited and no underwriters or placement agents were involved. As a result of the Agreement, the Turnkey shareholders owned 38.9% of the Company common stock and 58.5% of the fully diluted common stock as a result of their ownership of the outstanding preferred stock. Due to the common control of Turnkey and the Company, pursuant to ASC 805-50-25, Transactions Between Entities Under Common Control and other SEC guidance including for lack of economic substance, the Agreement was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting as a result of a business combination between entities under common control requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had always been combined. The consolidated financial statements include both entities full results since the inception of Turnkey on September 12, 2014 as follows: December 31, 2014 The Company Turnkey Per Form 10-K Home Buyers Combined Previously issued USA, Inc. Assets Current Assets Cash $ $ 103,324 $ 103,324 Real estate owned 51,363 51,363 Due from related parties 227,100 227,100 Prepaid insurance 1,328 1,328 Total current assets 383,115 383,115 Total assets $ $ 383,115 $ 383,115 Liabilities and Stockholders' Equity (Deficit) Current Liabilities Accounts payable & accrued expenses $ 17,881 $ $ 17,881 Accounts payable - related party 37,513 37,513 Advances - related party 199,106 199,106 Total Current Liabilities 254,500 254,500 Stockholders' Equity (Deficit) Preferred stock, $0.001 par value, 1,000,000 shares authorized; 600,000 shares issued and outstanding at December 31, 2014 600 600 Common stock, $0.001 par value, 75,000,000 shares authorized;38,831,665 and 38,729,165 shares issued and outstanding at December 31, 2014 23,392 15,337 38,729 Additional paid-in capital 196,758 484,913 681,671 Accumulated deficit (475,250 ) (117,135 ) (592,385 ) Total stockholders' equity (deficit) (254,500 ) 383,115 128,615 Total liabilities and stockholders' equity (deficit) $ $ 383,115 $ 383,115 For the period ended December 31, 2014 The Company Turnkey Per Form 10-K Home Buyers Combined Previously issued USA, Inc. Income Revenue $ $ $ Expenses General and administrative 56,317 53,135 109,452 Sales and marketing 184,594 184,594 Legal and professional - related party 212,113 64,000 276,113 Total operating expenses 453,024 117,135 570,159 Loss from operations (453,024 ) (117,135 ) (570,159 ) Provision for income taxes Net loss $ (453,024 ) $ (117,135 ) $ (570,159 ) Founded in September 2014, Turnkey offers clients a full suite of services for residential and commercial real estate transactions. As part of the acquisition, the Company will acquire Turnkeys subsidiary, a real estate brokerage firm, to handle the sales transactions. Turnkey generates revenue in three primary ways: coaching and mentoring real estate investors to improve their returns, leasing and sales of quality turnkey rental properties, and brokerage of residential and commercial transactions. In September 2014, Turnkey acquired the intellectual properties of Robert Blair Real Estate, which included videos, instructional books, and an established real estate investor education program. Prior to September 2014, Turnkeys current management team has been mentoring real estate investors for over 20 years, generating millions of dollars in educational revenue, while providing quality wholesale properties for sale or rent. Turnkey and its existing subsidiary, will be run as subsidiary companies and are planning to execute aggressive marketing campaigns and live seminars that will drive traffic to both the education and coaching programs, as well as the wholesale turnkey properties the Turnkey offers to its clients. The Company now has two operating divisions: (1) the new Turnkey Home Buyers real estate operations and (2) the Train Travel railroad operations, which is actively pursuing acquisitions or management agreements in the excursion railroad industry. Change of Control On January 23, 2014, Mr. Francisco Douglas Magana (Magana), our then president and controlling shareholder, entered into a Common Stock Purchase Agreement (the Agreement) with the Company and Train Travel Holdings Inc. (Travel Train Holdings Florida) wherein Magana sold 15,000,000 shares of the Companys common stock constituting 77.32% of the Companys issued and outstanding shares of common stock to Travel Train Holdings Florida for an aggregate purchase price of $150,000. The principals of Travel Train Holdings Florida are Neil Swartz and Timothy Hart. As part of the Agreement, Magana tendered his letter of resignation as the President, Secretary, Treasurer, Director and member of the Company Board effective as of the date of the Agreement. On January 23, 2014, in Lieu of a Special Meeting the Board of Directors of the Company, we accepted the resignation of Magana and elected Neil Swartz to the positions of Director, President and CEO of the Company and Timothy Hart to the positions of Director, Secretary and CFO. Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of December 31, 2015, the Company had $127,375 of cash and has an accumulated deficit of $1,270,518 and further losses are anticipated in the development of its business raising substantial doubt about the Companys ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed. |