Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 30, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | MAZZAL HOLDING CORP. | |
Entity Central Index Key | 1,568,875 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 210,000,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,258 | $ 3,000 |
Prepaid expenses | 100,000 | 300 |
Total current assets | 101,258 | 3,300 |
Real estate assets, at cost: | ||
Land held for development | 1,525,000 | $ 1,525,000 |
Land for sale | 800,000 | |
Total real estate assets | 2,325,000 | $ 1,525,000 |
Land deposit | 25,000 | 25,000 |
TOTAL ASSETS | 2,451,258 | 1,553,300 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 20,500 | $ 17,929 |
Accrued expenses | 4,000 | |
Loan from related party | 427,822 | $ 37,172 |
Total current liabilities | 452,322 | $ 55,101 |
Long-term liabilities: | ||
Bank loans | 385,000 | |
Total long-term liabilities | $ 385,000 | |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value, 100,000,000 authorized shares; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 210,000,000 shares issued and outstanding at September 30, 2015 and December 31, 2014 | $ 21,000 | $ 20,000 |
Additional paid-in capital | 1,621,200 | 1,522,200 |
Accumulated deficit | (28,264) | (44,001) |
Total Stockholders' Equity | 1,613,936 | 1,498,199 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,451,258 | $ 1,553,300 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 210,000,000 | 200,000,000 |
Common stock, shares outstanding | 210,000,000 | 200,000,000 |
Consolidated Statement Of Opera
Consolidated Statement Of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 25,900 | |||
General and administrative:- | ||||
Other costs | $ 90 | $ 1,220 | 919 | $ 2,249 |
Professional fees | ||||
Auditors fees | $ (2,929) | $ 1,500 | 8,571 | 3,000 |
Legal fees | 1,250 | 500 | ||
Repairs and maintenance | $ 200 | 823 | 442 | |
Total operating expenses | $ (2,839) | 2,920 | 11,563 | 6,191 |
Loss from operations | $ 2,839 | (2,920) | $ 14,337 | (6,191) |
Other income | ||||
Interest income | 6 | 9 | ||
Net Profit \ (loss) | $ 2,839 | $ (2,914) | $ 14,337 | $ (6,182) |
Net profit\(loss) per common share - basic and diluted: | ||||
Net profit\(loss) per share attributable to common stockholders | ||||
Weighted-average number of common shares outstanding | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 |
Consolidated Statement Of Cash
Consolidated Statement Of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities | ||
Net income | $ 14,337 | $ (6,182) |
Changes in operating assets and liabilities | ||
Prepaid expenses | 99,700 | |
Accounts payable and accrued expenses | 6,571 | $ 1,429 |
Dissolve subsidiary | 1,400 | |
Net cash (used) provided by operating activities | $ (77,392) | $ (4,753) |
Cash Flows from Investing Activities | ||
Land deposit | 25,000 | |
Development and capital improvements | $ 1,000 | |
Accquisition of assets | $ 800,000 | |
Net cash used in investing activities | (800,000) | $ (26,000) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock | $ 100,000 | |
Proceeds from bank overdrafts | $ (2,623) | |
Loan from banks | $ 385,000 | |
Loan from related party | 390,650 | $ 35,783 |
Net cash provided by financing activities | 875,650 | 33,160 |
Increase in cash and cash equivalents | (1,742) | 2,407 |
Cash and cash equivalents at beginning of the period | $ 3,000 | 4 |
Cash and cash equivalents at end of the period | $ 2,411 |
Nature Of Business And Basis Of
Nature Of Business And Basis Of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Nature of Business and Basis of Presentation | NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION Mazzal Holding Corp is a Nevada corporation (the “Company”), incorporated under the laws of the State of Nevada on January 23, 2013. The Company is in the development stage as defined by Accounting Standards Codification 915 (ASC 915), “Accounting and Reporting by Development Stage Enterprises.” As of September 30, 2015, the Company was devoting substantially all of its efforts to development of business plans. The business plan of the Company was the construction and management of multi-family home developments and the subsequent sale thereof. Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These financial statements are presented in US dollars. Fiscal Year End The Corporation has adopted a fiscal year end of December 31. Unaudited Interim Financial Statements The interim financial statements of the Company as of September 30, 2015, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2015, and the results of its operations and its cash flows for the periods ended September 30, 2015, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2015. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2014, filed with the SEC, for additional information, including significant accounting policies. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated: Principles of Consolidation The accompanying consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts or revenues and expenses during the reporting period. Actual results could differ from those estimates. Going concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at September 30, 2015, the Company has a working capital deficit of $351,064 insufficient cash resources to meet its planned business objectives and accumulated losses from operations of $28,264. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015. The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Real Estate Assets Real estate assets are stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of properties are capitalized. Acquisition-related costs are expensed as incurred. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts. The Company considers a construction project as substantially completed and held available for sale upon the completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup). Depreciation is calculated using the straight-line method over the estimated useful lives of the properties. The estimated useful lives are as follows: Buildings and improvements - 10 to 40 years Other building and land improvements - 20 years Furniture, fixtures and equipment - 5 to 10 years Impairment Long-Lived Assets For purposes of recognition and measurement of an impairment loss, a long-lived asset or assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses the impairment of long-lived assets (including identifiable intangible assets) annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When management determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, we test for any impairment based on a projected undiscounted cash flow method. Projected future operating results and cash flows of the asset or asset group are used to establish the fair value used in evaluating the carrying value of long-lived and intangible assets. The Company estimates the future cash flows of the long-lived assets using current and long-term financial forecasts. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If this were the case, an impairment loss would be recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Real Estate Assets Held for Sale and Discontinued Operations The Company periodically classifies real estate assets as held for sale. An asset is classified as held for sale after the approval of the Company’s board of directors and after an active program to sell the asset has commenced. Upon the classification of a real estate asset as held for sale, the carrying value of the asset is reduced to the lower of its net book value or its estimated fair value, less costs to sell the asset. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded. Real estate assets held for sale are stated separately on the accompanying balance sheets. Upon a decision to no longer market an asset for sale, the asset is classified as an operating asset and depreciation expense is reinstated. Cash and cash equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Accounts payable and accrued expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Earnings per share The Company computes net loss per share in accordance with ASC 260, "Earnings per Share." ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. As at June 30, 2015, the Company had no potentially dilutive shares. Income taxes Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: - Level 1: Quoted prices in active markets for identical instruments; - Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments); - Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments). The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities. Share based payments The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the Financial Accounting Standards Board (“FASB”). The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. |
Land Held For Development
Land Held For Development | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Land Held for Development | NOTE 3 – LAND HELD FOR DEVELOPMENT On March 13, 2013, the Company entered into a standard Land Purchase and Sale Agreement with the Mazzal Trust for the acquisition of land and buildings know as 171 Hart Street, Taunton, MA, 02780 for the purchase price of one and a half million shares in the Company. The property title was transferred on May 29, 2013, in accordance with the Land Purchase and Sale Agreement. This property has been classified as land held for development. Land under development includes costs attributable to the development activities; such as land, architect, engineering and construction costs. Architecture, Engineer and Construction fees amounting to $25,000 have been capitalized to the cost of the property. |
Land Held For Sale
Land Held For Sale | 9 Months Ended |
Sep. 30, 2015 | |
Land Held For Sale | |
Land Held for Sale | NOTE 4 – LAND HELD FOR SALE On February 18, 2015, the Company entered into a standard Land Purchase and Sale Agreement with the Lane Valuation group for the acquisition of land known as 1625 VFW Parkway, West Roxbury, Suffolk County, MA, for the purchase price of eight hundred thousand dollars (US$800,000). Subsequently, on May 13, 2015, this parcel of property was transferred to Command Control Center Corp, for future development and expansion. |
Land Deposit
Land Deposit | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Land Deposit | NOTE 5 – LAND DEPOSIT On June 18, 2014 the Company deposited $25,000 into escrow, towards a standard purchase and sale agreement, signed on July 1, 2014, with the Heather Realty Trust, for the purchase of vacant land more fully described as Lots 21 and 25, better known as 1625 VFW Parkway, West Roxbury, MA 02132 for a purchase price of $800,000. |
Loan From Related Party
Loan From Related Party | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Loan from Related Party | NOTE 6 – LOAN FROM RELATED PARTY September 30 December 2015 2014 $ $ (unaudited) Loan from related party 427,822 37,172 The above loan is unsecured, bears no interest and is repayable on demand. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Stockholder's Equity | NOTE 7 – STOCKHOLDER’S EQUITY Common Stock On January 13, 2013, the Company issued 4,780,000 shares of common stock to the director and officer of the Corporation at a price of $0.0042 per share for cash, for $20,200. Between February 28, 2013, and March 13, 2013, the Company issued 220,000 shares to a total of 44 various individuals at a price of $0.10 per share for cash, for $22,000. On March 13, 2013, the Company issued 15,000,000 shares of common stock at $0.10 per share to The Mazzal Trust for the purchase of land and buildings better known as 171 Hart Street, Taunton, MA as described in note 3. On March 24, 2014, the Board authorized a 10 new for 1 old forward stock split. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split. On January 23, 2015, the Company increased its authorized shares of common stock to 500,000,000. On January 26, 2015, the Board authorized a 10 new for 1 old forward stock split. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split. On June 22, 2015, the Company issued 10,000,000 shares of common stock at a price $0.01 per share to Mr. Shawn Telsi. The stock were issued for services Mr. Shawn will give to the company in the future. 2015 Stock Option Plan On January 15, 2015, the Company adopted an Employee Stock Option Plan that is intended to attract and retain key employees of the Company and its subsidiaries by the grant of options and stock appreciation rights. This plan covers up to 50,000,000 shares of common stock. The exercise price of each option will not be less that the market price of the Company's stock on the date of grant and the maximum term of each option is ten years. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS Details of transactions between the Company and related parties are disclosed below: The following entities have been identified as related parties: Mr. NissimTrabelsi - Director and greater than 10% stockholder September 30 December 2015 2014 $ $ (unaudited) Balance sheets: Loan from related party 427,822 37,172 From time to time, the president and a stockholder of the Company provides advances to the Company for its working capital purposes. These advances bear no interest and are due on demand. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Income Taxes | NOTE 9 – INCOME TAXES The provision (benefit) for income taxes for the periods ended June 30, 2014 and 2013 were as follows (assuming a 15% effective tax rate): September 30 December 2015 2014 $ $ (unaudited) Current Tax Provision Federal- Taxable income 2,151 Total current tax provision 2,151 Deferred Tax Provision Federal- Loss carry forwards (2,151 ) 2,502 Change in valuation allowance 2,151 (2,502 ) Total deferred tax provision The Company had deferred income tax assets as of June 30, 2014 and December 31, 2013 as follows: September 30 December 2015 2014 $ $ (unaudited) Loss carry forwards 4,239 6,600 Less - Valuation allowance (4,239 ) (6,600 ) The Company provided a valuation allowance equal to the deferred income tax assets for periods ended June 30, 2015 and December 31, 2014 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. As of June 30, 2015, the Company had approximately $31,103 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2035. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES On October 20, 2014, the Company entered into an agreement with Securities Compliance Group (“SCG”). Under the agreement, SCG agreed to provide to each subsidiary, attorney services to assist the companies with their initial public offering. For the services to be rendered under the agreement, the subsidiaries are each required to pay $1,250 upon execution of the agreement; $2,500 upon filing of the S-1 registration statements; $1,250 upon the Securities and Exchange Commission declaring the S-1's effective; and $8,750 payable in each subsidiaries common stock, valued at 50% of the price stated in the Company's S-1 registration statement. |
Recent Accounting Standards Upd
Recent Accounting Standards Updates | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards Updates | NOTE 11 – RECENT ACCOUNTING STANDARDS UPDATES There are no new accounting pronouncements expected to have any impact on the Company’s financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS Global ITS Transaction Share Exchange Agreement On October 26, 2015, the Company entered into a Share Exchange Agreement (the Agreement) with Global ITS, Inc., a Wyoming corporation (Global), and the shareholders of Global, pursuant to which we exchanged 120,000,000 of our common shares (the Company Shares) for 24,000,000 Global common shares held by Globals shareholders representing 100% of Globals outstanding shares (the Share Exchange). The transaction was reported in, and the Agreement was filed as an exhibit to, a Current Report filed with the SEC on October 27, 2015. Change in Control Transaction On November 19, 2015, Mr. Trabelsi, the Companys President and CEO, entered into a binding term sheet (the Term Sheet) to sell 100% of his shares of the Companys common stock to Peter Peterson or entities designated by him for an aggregate purchase price of $500,000, minus certain expenses to be paid prior to closing. Additionally, the Mazzal Trust (the Trust), the Companys largest shareholder, agreed to return to the Company 150,000,000 shares of the Companys common stock, in exchange for which the Company will transfer all right, title, and interests in and to the Companys real property located in Taunton, Massachusetts (the Taunton Property), to the Trust. Pursuant to the Term Sheet, the Company is required to file its Quarterly Report for the period ended September 30, 2015. As of the date of this Quarterly Report, the sale of Mr. Trabelsis shares and the purchase of the Taunton Property by the Trust had not closed. In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report. |
Nature Of Business And Basis 18
Nature Of Business And Basis Of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policy Text Block [Abstract] | |
Basis of Presentation | Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These financial statements are presented in US dollars. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The interim financial statements of the Company as of September 30, 2015, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2015, and the results of its operations and its cash flows for the periods ended September 30, 2015, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2015. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2014, filed with the SEC, for additional information, including significant accounting policies. |
Summary Of Significant Accoun19
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts or revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Going Concern | Going concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at September 30, 2015, the Company has a working capital deficit of $351,064 insufficient cash resources to meet its planned business objectives and accumulated losses from operations of $28,264. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015. The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Real Estate Assets | Real Estate Assets Real estate assets are stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of properties are capitalized. Acquisition-related costs are expensed as incurred. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts. The Company considers a construction project as substantially completed and held available for sale upon the completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup). Depreciation is calculated using the straight-line method over the estimated useful lives of the properties. The estimated useful lives are as follows: Buildings and improvements - 10 to 40 years Other building and land improvements - 20 years Furniture, fixtures and equipment - 5 to 10 years |
Impairment Long-Lived Assets | Impairment Long-Lived Assets For purposes of recognition and measurement of an impairment loss, a long-lived asset or assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses the impairment of long-lived assets (including identifiable intangible assets) annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When management determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, we test for any impairment based on a projected undiscounted cash flow method. Projected future operating results and cash flows of the asset or asset group are used to establish the fair value used in evaluating the carrying value of long-lived and intangible assets. The Company estimates the future cash flows of the long-lived assets using current and long-term financial forecasts. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If this were the case, an impairment loss would be recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. |
Real Estate Assets Held for Sale and Discontinued Operations | Real Estate Assets Held for Sale and Discontinued Operations The Company periodically classifies real estate assets as held for sale. An asset is classified as held for sale after the approval of the Company’s board of directors and after an active program to sell the asset has commenced. Upon the classification of a real estate asset as held for sale, the carrying value of the asset is reduced to the lower of its net book value or its estimated fair value, less costs to sell the asset. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded. Real estate assets held for sale are stated separately on the accompanying balance sheets. Upon a decision to no longer market an asset for sale, the asset is classified as an operating asset and depreciation expense is reinstated. |
Cash and Cash Equivalents | Cash and cash equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. |
Earnings Per Share | Earnings per share The Company computes net loss per share in accordance with ASC 260, "Earnings per Share." ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. As at June 30, 2015, the Company had no potentially dilutive shares. |
Income Taxes | Income taxes Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Fair Value Measurements | Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: - Level 1: Quoted prices in active markets for identical instruments; - Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments); - Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments). The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities. |
Share Based Payments | Share based payments The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the Financial Accounting Standards Board (“FASB”). The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. |
Loan From Related Party (Tables
Loan From Related Party (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Loan From Related Party Tables | |
Schedule of Loan from Related Party | September 30 December 2015 2014 $ $ (unaudited) Loan from related party 427,822 37,172 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions Tables | |
Schedule of Related Party Transactions | September 30 December 2015 2014 $ $ (unaudited) Balance sheets: Loan from related party 427,822 37,172 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Table Text Block Supplement [Abstract] | |
Schedule of Income Tax Expense Benefit | The provision (benefit) for income taxes for the periods ended June 30, 2014 and 2013 were as follows (assuming a 15% effective tax rate): September 30 December 2015 2014 $ $ (unaudited) Current Tax Provision Federal- Taxable income 2,151 Total current tax provision 2,151 Deferred Tax Provision Federal- Loss carry forwards (2,151 ) 2,502 Change in valuation allowance 2,151 (2,502 ) Total deferred tax provision |
Schedule of Deferred Income Tax Assets | The Company had deferred income tax assets as of June 30, 2014 and December 31, 2013 as follows: September 30 December 2015 2014 $ $ (unaudited) Loss carry forwards 4,239 6,600 Less - Valuation allowance (4,239 ) (6,600 ) |
Loan From Related Party (Detail
Loan From Related Party (Details) - USD ($) | Nov. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Short-term Debt [Line Items] | |||
Loan from related party | $ 427,822 | $ 37,172 | |
Loans Payable [Member] | Mr. Nissim Trabelsi - Director [Member] | |||
Short-term Debt [Line Items] | |||
Loan from related party | $ 427,822 | $ 37,172 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Balance sheets: | |||
Loan from related party | $ 427,822 | $ 37,172 | |
Loans Payable [Member] | Mr. Nissim Trabelsi - Director [Member] | |||
Balance sheets: | |||
Loan from related party | $ 427,822 | $ 37,172 |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income Tax Expense Benefit) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Federal- | ||
Taxable income | $ 2,151 | |
Total current tax provision | 2,151 | |
Federal- | ||
Loss carry forwards | 2,151 | $ 2,502 |
Change in valuation allowance | $ (2,151) | $ (2,502) |
Total deferred tax provision |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Income Tax Assets) (Details) - USD ($) | Nov. 30, 2015 | Dec. 31, 2014 |
Income Taxes Schedule Of Deferred Income Tax Assets Details | ||
Loss carry forwards | $ 4,239 | $ 6,600 |
Less - Valuation allowance | $ 4,239 | $ 6,600 |
Deferred tax assets, net |
Summary Of Significant Accoun27
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Nov. 30, 2015 | |
Working capital deficit | $ 351,064 | |
Cash balance in FDIC | $ 250,000 | |
Buildings And Improvements [Member] | Minimum [Member] | ||
Estimated useful lives | 10 years | |
Buildings And Improvements [Member] | Maximum [Member] | ||
Estimated useful lives | 40 years | |
Other Building And Land Improvements [Member] | ||
Estimated useful lives | 20 years | |
Furniture, Fixtures And Equipment [Member] | Minimum [Member] | ||
Estimated useful lives | 5 years | |
Furniture, Fixtures And Equipment [Member] | Maximum [Member] | ||
Estimated useful lives | 10 years |
Land Held For Development (Narr
Land Held For Development (Narrative) (Details) | May. 29, 2013USD ($) |
Land Purchase And Sale Agreement With The Mazzal Trust [Member] | |
Noncash or Part Noncash Acquisitions [Line Items] | |
Capitalized cost | $ 25,000 |
Land Held For Sale (Narrative)
Land Held For Sale (Narrative) (Details) - USD ($) | Feb. 18, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Acquisition of land | $ 800,000 | ||
Purchase And Sale Agreement With Lane Valuation Group [Member] | |||
Acquisition of land | $ 800,000 |
Land Deposit (Narrative) (Detai
Land Deposit (Narrative) (Details) - USD ($) | Nov. 30, 2015 | Dec. 31, 2014 | Jul. 02, 2014 | Jun. 18, 2014 |
Land deposit | $ 25,000 | $ 25,000 | ||
Purchase And Sale Agreement With Heather Realty Trust [Member] | ||||
Land deposit | $ 25,000 | |||
Purchase price of land | $ 800,000 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Jun. 22, 2015 | Jan. 26, 2015 | Jan. 23, 2015 | Jan. 15, 2015 | Mar. 24, 2014 | Mar. 13, 2013 | Jan. 13, 2013 | Mar. 13, 2013 |
2015 Stock Option Plan | ||||||||
Number of shares covered under stock option plan | 50,000,000 | |||||||
Stock option term | 10 years | |||||||
Mr. Shawn [Member] | ||||||||
Shares issued per share | $ 0.10 | |||||||
Shares issued for services, shares | 10,000,000 | |||||||
Common Stock [Member] | ||||||||
Forward stock split terms | The Board authorized a 10 new for 1 old forward stock split. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split. | The Board authorized a 10 new for 1 old forward stock split. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split. | ||||||
Increase in authorised shares of common stock | The Company increased its authorised shares of common stock to 500,000,000. | |||||||
Common Stock [Member] | Land Purchase And Sale Agreement With The Mazzal Trust [Member] | ||||||||
Shares issued per share | $ 0.10 | $ 0.10 | ||||||
Shares issued for acquisition, shares | 15,000,000 | |||||||
Director And Officer [Member] | Common Stock [Member] | ||||||||
Shares issued for cash, shares | 47,800,000 | |||||||
Shares issued for cash, value | $ 20,200 | |||||||
Shares issued per share | $ 0.0042 | |||||||
44 Various Individuals [Member] | Common Stock [Member] | ||||||||
Shares issued for cash, shares | 220,000 | |||||||
Shares issued for cash, value | $ 22,000 | |||||||
Shares issued per share | $ 0.10 | $ 0.10 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Nov. 30, 2015 | |
Income Taxes Narrative Details | ||
Tax effect at the expected rate | 15.00% | |
Tax loss carry forward | $ 31,103 | |
Operation loss carryforwards terms | Expire by the year 2035. |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) | Oct. 20, 2014 |
Agreement With Securities Compliance Group [Member] | |
Other Commitments [Line Items] | |
Agreement Description | On October 20, 2014, the Company entered into an agreement with Securities Compliance Group (SCG). Under the agreement, SCG agreed to provide to each subsidiary, attorney services to assist the companies with their initial public offering. For the services to be rendered under the agreement, the subsidiaries are each required to pay $1,250 upon execution of the agreement; $2,500 upon filing of the S-1 registration statements; $1,250 upon the Securities and Exchange Commission declaring the S-1's effective; and $8,750 payable in each subsidiaries common stock, valued at 50% of the price stated in the Company's S-1 registration statement. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | Nov. 19, 2015 | Oct. 26, 2015 |
Subsequent Event [Member] | ||
Share exchange agreement and change in control transaction | On November 19, 2015, Mr. Trabelsi, the Companys President and CEO, entered into a binding term sheet (the Term Sheet) to sell 100% of his shares of the Companys common stock to Peter Peterson or entities designated by him for an aggregate purchase price of $500,000, minus certain expenses to be paid prior to closing. Additionally, the Mazzal Trust (the Trust), the Companys largest shareholder, agreed to return to the Company 150,000,000 shares of the Companys common stock, in exchange for which the Company will transfer all right, title, and interests in and to the Companys real property located in Taunton, Massachusetts (the Taunton Property), to the Trust. Pursuant to the Term Sheet, the Company is required to file its Quarterly Report for the period ended September 30, 2015. As of the date of this Quarterly Report, the sale of Mr. Trabelsis shares and the purchase of the Taunton Property by the Trust had not closed. | On October 26, 2015, the Company entered into a Share Exchange Agreement (the Agreement) with Global ITS, Inc., a Wyoming corporation (Global), and the shareholders of Global, pursuant to which we exchanged 120,000,000 of our common shares (the Company Shares) for 24,000,000 Global common shares held by Globals shareholders representing 100% of Globals outstanding shares (the Share Exchange). The transaction was reported in, and the Agreement was filed as an exhibit to, a Current Report filed with the SEC on October 27, 2015. |