| ORGANIZATION, GOING CONCERN, NET LOSS PER SHARE AND RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 1- ORGANIZATION, GOING CONCERN, NET LOSS PER SHARE AND RECENT ACCOUNTING PRONOUNCEMENTS Organization TurnKey Capital, Inc. (formerly Train Travel Holdings, Inc.) 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. 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. While the Company acquired the intellectual properties of Robert Blair Real Estate, which included videos, instructional books, and an established real estate investor education program and still maintains this property, the Company has been unable to generate the activity needed to sustain the real estate business and has been concentrating on the consulting business started in late 2016. On September 1, 2016, the Company formed On June 30, 2017, the Company, entered into a Strategic Alliance Agreement (the Agreement)
with Seminole Indian Company (SIC), a company controlled by Chief James E. Billie and Craig Talesman. The purpose
and intent of this Agreement is to combine the resources and talents of, TKCI and SIC, in order to take advantage of every
opportunity permitted by tribal sovereignty to create revenue streams in multiple areas in conjunction with operating
partners that have existing marketing and customers in place, thereby limiting the capital requirements and risk. The Company
believes that structuring operations with Tribal Sovereignty should facilitate the delivery of the financial advantages of
operating in a tax-free environment with limited liability, plus other benefits such as permit and zoning ease, supporting an
ideal structure for investment capital and successful entrepreneurial ventures. The Company does not have any paid employees,
however the officers and directors continue to work to further the Companys business objectives. To date there have
been no revenues pursuant to this alliance and there are no pending contracts or agreements. Basis of Presentation The unaudited financial statements of TurnKey Capital, Inc. (the Company) as of September 30, 2017, and for the nine months ended September 30, 2017 and 2016, have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States for interim financial reporting and include the Companys wholly-owned subsidiaries, Turnkey Home Buyers USA, Inc. and Remote Office Management, Inc. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (the SEC) as part of the Companys Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. The preparation of financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and
liabilities and the reported amounts of expenses during the reported periods. Actual results can differ from these estimates
and assumptions. 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 September
30, 2017, the Company had $16,607 of cash, a working capital deficit of $373,759 and an accumulated deficit of $1,647,859 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. Net Loss Per Share The computation of basic earnings per share (EPS) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). Following is the computation of basic and diluted net loss per share for the nine months ended September 30, 2017 and 2016: Nine Months Ended September 30, 2017 2016 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (112,067 ) $ (211,556 ) Denominator: Weighted average number of common shares outstanding 39,216,665 39,216,665 Basic and diluted EPS $ (0.00 ) $ (0.01 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Convertible Preferred Stock 29,100,000 29,100,000 Recent Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Companys previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. |
