| 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, we, or us) was incorporated
under the laws of the State of Nevada under the name of Vanell, Corp. on September 7, 2012 (Inception). The Company
changed its name to Train Travel Holdings, Inc. on March 20, 2014 and to TurnKey Capital, Inc. on January 15, 2016 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 to not be 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 Share Exchange 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 Share Exchange 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 all of the issued and outstanding
shares of Turnkey, 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
investors and no underwriters or placement agents were involved. As
a result of the Share Exchange Agreement, the Turnkey shareholders owned 38.9% of the Companys 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 Share Exchange 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. 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 acquired Turnkeys subsidiary, a real estate brokerage firm, to handle the sales transactions.
Turnkey seeks to generate 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. 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
that 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 in the excursion railroad industry. Turnkeys
Single-Family Rental home division has developed an acquisition platform that is capable of acquiring large numbers of properties
across many acquisition channels in multiple markets. When identifying desirable markets, the company focuses on steady population
growth, strong rental demand and a desirable level of distressed sales of homes that can be acquired below replacement cost, providing
for attractive potential rental yields and capital appreciation. More specifically, the company looks to acquire single-family
homes in select submarkets that are appealing to middle income families, based on its disciplined market selection criteria, such
as above-average median household incomes, well-regarded school districts, proximity to employment centers and lifestyle amenities,
access to transportation routes and public transit and low crime levels. Turnkey believes that homes in these areas will attract
tenants with strong credit profiles, produce high occupancy/rental rates, providing for long-term property appreciation potential. Turnkeys
educational program provides clients access to an all-inclusive Real Estate investing educational company. The educational
and consulting company utilizes its expertise and experience to work with clients and entrepreneurs that seek to enter the real
estate industry, in order to provide them with a high quality turnkey investment solution. 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 June 30, 2016, the Company had
$0 of cash, has incurred losses since inception of $1,439,529 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. |
