Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 13, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | T.A.G. Acquisitions Ltd. | |
Entity Central Index Key | 1,610,785 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,300,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $ 3,186 | |
Total current assets | 3,186 | |
Investments in real estate | 158,825 | |
TOTAL ASSETS | 162,011 | |
Current Liabilities: | ||
Accounts payable | 45,819 | |
Accrued expenses | 6,402 | |
Accrued payroll | 26,132 | |
Accrued payroll to stockholder | 104,029 | |
Notes payable | 54,600 | |
Advances from stockholder | 184,300 | |
Total current liabilities | 421,282 | |
Notes payable, net of current portion | 21,500 | |
TOTAL LIABILITIES | 442,782 | |
STOCKHOLDERS' DEFICIT: | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 6,300,000 and 3,500,000 shares issued and outstanding | 630 | $ 350 |
Additional paid-in capital | 230,460 | 357 |
Accumulated deficit | (511,861) | $ (707) |
Total stockholders' deficit | (280,771) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 162,011 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 6,300,000 | 3,500,000 |
Common stock, outstanding | 6,300,000 | 3,500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Cost of revenue | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative expenses | $ 158,720 | $ 707 | $ 510,439 | |
Loss from operations | (158,720) | (707) | (510,439) | |
Other expense | ||||
Interest expense | (715) | (715) | ||
Loss before income taxes | $ (159,435) | $ (707) | $ (511,154) | |
Income taxes | ||||
Net loss | $ (159,435) | $ (707) | $ (511,154) | |
Weighted average shares outstanding : | ||||
Basic (in shares) | 6,156,522 | 20,000,000 | 20,000,000 | 5,045,421 |
Diluted (in shares) | 6,156,522 | 20,000,000 | 20,000,000 | 5,045,421 |
Loss per share | ||||
Basic (in dollars per share) | $ (0.03) | $ 0 | $ (0.10) | |
Diluted (in dollars per share) | $ (0.03) | $ 0 | $ (0.10) |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash flows (Unaudited) - USD ($) | 4 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2015 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (707) | $ (511,154) |
Change in current assets and liabilities: | ||
Accounts payable | 45,819 | |
Accrued expenses | $ 400 | 6,402 |
Accrued payroll | 26,132 | |
Accrued payroll to stockholder | 104,029 | |
Net cash used in operating activities | $ (307) | (328,772) |
INVESTING ACTIVITIES: | ||
Payment for deposit | (8,825) | |
Net cash used in investing activities | (8,825) | |
FINANCING ACTIVITIES: | ||
Advances from stockholder | 184,300 | |
Proceeds from issuance of notes payable | 77,600 | |
Payments on notes payable | $ (1,500) | |
Proceeds from issuance of common stock | $ 2,000 | |
Capital contribution by stockholder | 307 | $ 80,383 |
Net cash provided by financing activities | 2,307 | 340,783 |
NET INCREASE IN CASH | 2,000 | $ 3,186 |
CASH, BEGINNING BALANCE | ||
CASH, ENDING BALANCE | $ 2,000 | $ 3,186 |
CASH PAID FOR: | ||
Interest | ||
Income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock for real estate | $ 150,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 Organization and Basis of Presentation The unaudited condensed consolidated financial statements were prepared by T.A.G. Acquisitions Ltd. (the Company), pursuant to the rules and regulations of the Securities Exchange Commission (SEC). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) were omitted pursuant to such rules and regulations. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes included in the Companys Annual Report on Form 10-K filed with the SEC on April 14, 2015. The results for the nine months ended September 30, 2015, are not necessarily indicative of the results to be expected for the year ending December 31, 2015. Description of Business The Company (formerly Surprise Valley Acquisition Corporation) was incorporated on May 20, 2014 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On November 17, 2014, the Company changed its name to T.A.G. Acquisitions, LTD and filed the amendment with the State of Delaware. The Company is in the business of seeking out exceptional conversion opportunities, large multi-family and commercial office properties (as opposed to hospitality, retail, or industrial investment properties), for which significant value and profitability can be realized through the carefully managed aesthetic improvements, strategic marketing, and restructured management. The Company calls this repositioning. The Companys sales and marketing strategies are also focusing on ways in which pricing concepts are marketed to its customers. Perks, privileges, tie-ins to strategic marketing partners, packages, discounts, and loyalty rewards for longer-term lessees are all under consideration as techniques to acquire new lessees and drive revenue. The Company is involved in multiple real estate investment opportunities throughout the United States, but it is initially focusing on areas in and around New York City and in Houston, Texas. In the New York City area, its initial, and first target is Newark, New Jersey. The Company is seeking to acquire and develop three multi-family complexes in a high quality residential zone in Newark, New Jersey, in an area close to Penn Station. The Company is actively seeking other opportunities in the area as well, with its main geographic criterion being properties within a 30-minute commute of New York City. Subsequently, the Company will seek similar repositioning targets in Houston, Texas. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of presentation The summary of significant accounting policies presented below is designed to assist in understanding the Company's unaudited condensed consolidated financial statements. Such unaudited condensed consolidated financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed consolidated financial statements. Principles of Consolidation The accompanying consolidated financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company and Waydell 32-38 LLC (Waydell). The results of operations for Waydell have only been included since the date of acquisition of August 13, 2015. All intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP 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 of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of September 30, 2015 and December 31, 2014. Concentration of risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2015 and December 31, 2014. Earnings (loss) per share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented. Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Companys experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Companys tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Fair value of financial instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: · Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. · Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. · Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The Company had no such financial instruments outstanding as of September 30, 2015 and December 31, 2014. Recent accounting pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers In January 2015, the FASB issued Accounting Standards Update No. 2015-01, Income Statement Extraordinary and Unusual items (Subtopic 225-20) In February, 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. On April 30, 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions Earnings Per ShareEffects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260) In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 Going Concern The Company has not yet generated any revenue since inception to date and has sustained operating losses during the nine months ended September 30, 2015 of $511,154. As of September 30, 2015, the Company had an accumulated a deficit of $511,861. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its majority stockholder or other sources, as may be required. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. The Company has entered into agreements to purchase two properties in Georgia and is currently seeking to raise capital through the sale of its equity securities. However, there can be no assurances that the Company will be successful raising capital through the sale of its equity securities. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations. |
Investments in Real Estate
Investments in Real Estate | 9 Months Ended |
Sep. 30, 2015 | |
Investments In Real Estate | |
Investments in Real Estate | Note 4 Investments in Real Estate On August 13, 2015, the Company entered into a securities purchase agreement with Waydell whereby the Company purchased a 100% interest in Waydell for 300,000 shares of the Companys common stock. Waydell is a real estate holding company that owns and manages the real estate property located at 32-38 Waydell Street, Newark, New Jersey. On June 25, 2015, Waydell purchased the property in Newark, New Jersey for $150,000. Waydell currently has no results of operations and as a result no pro forma financial disclosures are required. The 300,000 shares issued in connection with this acquisition were valued at $150,000 which is the amount paid for the only asset owned by Waydell that was recently purchased on June 25, 2015 real property located at 32-38 Waydell Street, Newark, New Jersey. Waydell had no liabilities. In addition to the acquisition of this property, the Company also incurred $8,825 in connection with the development of this property. The carrying value of this property at September 30, 2005 is $158,825. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable [Abstract] | |
Notes Payable | Note 5 Notes Payable Notes payable consist of the following: September 30, 2015 Note payable dated June 5, 2015; unsecured; interest at 0% per annum; due June 5, 2016 $ 20,000 Note payable dated April 15, 2015; unsecured; interest at 0% per annum; monthly payments of $500; due April 15,2020 27,500 Note payable dated July 15, 2015; unsecured; interest at1 0% per annum; due July 1, 2016 28,600 Total 76,100 Less current portion (54,600 ) Long-term portion $ 21,500 Aggregate future maturities of notes payable at September 30, 2015 are as follows: Year ending September 30, 2016 $ 54,600 2017 6,000 2018 6,000 2019 6,000 2020 3,500 $ 76,100 |
Advances from stockholder
Advances from stockholder | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Advances from stockholder | Note 6 Advances from stockholder At September 30, 2015 the Company had advances from its majority stockholder of $184,300. These advances are non-interest bearing and payable upon demand. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
STOCKHOLDERS' DEFICIT: | |
Stockholders' Equity | Note 7 Stockholders Equity On May 20, 2014, the Company issued 20,000,000 common shares to two directors and officers at a discount of $2,000. On November 17, 2014 the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of common stock. Also, the Company issued 3,000,000 shares of its common stock to a director and officer. On April 20, 2015, the Company issued 2,500,000 founder shares to its Chief Executive officer. On August 13, 2015, the Company issued 300,000 shares of common stock in connection with the acquisition of Waydell. The shares were valued at $150,000 which is the amount paid for the only asset owned by Waydell that was recently purchased on June 25, 2015 real property located at 32-38 Waydell Street, Newark, New Jersey. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2015, 6,300,000 shares of common stock and no preferred stock were issued and outstanding. During the nine months ended September 30, 2015, the Companys majority stockholder and Chief Executive Officer made capital contributions totaling $80,383. |
Agreements to Purchase Real Est
Agreements to Purchase Real Estate | 9 Months Ended |
Sep. 30, 2015 | |
Agreements To Purchase Real Estate | |
Agreements to Purchase Real Estate | Note 8 Agreements to Purchase Real Estate On September 25, 2015, the Company entered into an agreement to purchase certain tract or parcel of land, including all improvements, located at 3200 Cushman Circle, Atlanta, Georgia for $450,000. The transaction is expected to close on or before November 30, 2015. In addition, on September 25, 2015, the Company entered into an agreement to purchase certain tract or parcel of land, including all improvements, located at 3000 Ember Drive, Decatur, Georgia for $1,800,000. The transaction is expected to close on or before November 30, 2015. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 Subsequent Events On October 7, 2015, the Companys majority stockholder advanced the Company $112,500 that was used to pay the security deposits on the 3200 Cushman Circle of $90,000 and 3000 Ember Drive properties of $22,500. On October 15, 2015 the Company entered into an amendment to the agreement to purchase the property located at 3200 Cushman Circle. The seller agreed to extend the closing date from October 29, 2015 to November 30, 2015 for in consideration for an additional security deposit of $25,000 and an increase in the purchase price by $7,500 for each week the closing extends beyond October 29, 2015. On October 15, 2015 the Company entered into an amendment to the agreement to purchase the property located at 3000 Ember Drive. The seller agreed to extend the closing date from October 29, 2015 to November 30, 2015 for in consideration for an additional security deposit of $25,000 and an increase in the purchase price by $7,500 for each week the closing extends beyond October 29, 2015. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The summary of significant accounting policies presented below is designed to assist in understanding the Company's unaudited condensed consolidated financial statements. Such unaudited condensed consolidated financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company and Waydell 32-38 LLC (Waydell). The results of operations for Waydell have only been included since the date of acquisition of August 13, 2015. All intercompany transactions and balances have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP 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 of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of September 30, 2015 and December 31, 2014. |
Concentration of risk | Concentration of risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2015 and December 31, 2014. |
Earnings (loss) per share | Earnings (loss) per share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented. |
Income taxes | Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Companys experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Companys tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. |
Fair value of financial instruments | Fair value of financial instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: · Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. · Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. · Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The Company had no such financial instruments outstanding as of September 30, 2015 and December 31, 2014. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers In January 2015, the FASB issued Accounting Standards Update No. 2015-01, Income Statement Extraordinary and Unusual items (Subtopic 225-20) In February, 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. On April 30, 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions Earnings Per ShareEffects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260) In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes payable consist of the following: September 30, 2015 Note payable dated June 5, 2015; unsecured; interest at 0% per annum; due June 5, 2016 $ 20,000 Note payable dated April 15, 2015; unsecured; interest at 0% per annum; monthly payments of $500; due April 15,2020 27,500 Note payable dated July 15, 2015; unsecured; interest at1 0% per annum; due July 1, 2016 28,600 Total 76,100 Less current portion (54,600 ) Long-term portion $ 21,500 |
Schedule of aggregate future maturities | Aggregate future maturities of notes payable at September 30, 2015 are as follows: Year ending September 30, 2016 $ 54,600 2017 6,000 2018 6,000 2019 6,000 2020 3,500 $ 76,100 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Operating losses | $ (159,435) | $ (707) | $ (511,154) | ||
Accumulated deficit | $ (511,861) | $ (511,861) | $ (707) |
Investments in Real Estate (Det
Investments in Real Estate (Details Narrative) - Waydell 32-38 LLC [Member] - USD ($) | Aug. 13, 2015 | Jun. 25, 2015 | Sep. 30, 2015 |
Percentage of ownership interest | 100.00% | ||
Number of shares issued through acquisition | 300,000 | ||
Number of shares issued through acquisition, value | $ 150,000 | ||
Real Property in Newark New Jersey [Member] | |||
Purchase price of property | $ 150,000 | ||
Payments for investments in real estate | $ 8,825 | ||
Investments in real estate | $ 158,825 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - Note payable [Member] | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Debt Instrument [Line Items] | |
Debt instrument, issuance date | Jun. 5, 2015 |
Debt instrument, interest rate | 0.00% |
Debt instrument, due date | Jun. 5, 2016 |
Debt instrument, issuance date | Apr. 15, 2015 |
Debt instrument, interest rate | 0.00% |
Debt instrument, periodic payment | $ 500 |
Frequency of periodic payment | Monthly |
Debt instrument, due date | Apr. 15, 2020 |
Debt instrument, issuance date | Jul. 15, 2015 |
Debt instrument, interest rate | 10.00% |
Debt instrument, due date | Jul. 1, 2016 |
Notes Payable (Details)
Notes Payable (Details) | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | |
Total | $ 76,100 |
Less current portion | (54,600) |
Long-term portion | 21,500 |
Note payable [Member] | |
Debt Instrument [Line Items] | |
Total | 20,000 |
Note payable [Member] | |
Debt Instrument [Line Items] | |
Total | 27,500 |
Note payable [Member] | |
Debt Instrument [Line Items] | |
Total | $ 28,600 |
Notes Payable (Details 1)
Notes Payable (Details 1) | Sep. 30, 2015USD ($) |
Notes Payable [Abstract] | |
2,016 | $ 54,600 |
2,017 | 6,000 |
2,018 | 6,000 |
2,019 | 6,000 |
2,020 | 3,500 |
Total | $ 76,100 |
Advances from stockholder (Deta
Advances from stockholder (Details narrative) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transactions [Abstract] | ||
Advances from majority stockholder | $ 184,300 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 13, 2015 | Apr. 20, 2015 | Nov. 17, 2014 | May. 20, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Common stock authorized | 100,000,000 | 100,000,000 | ||||
Preferred stock authorized | 20,000,000 | 20,000,000 | ||||
Common stock issued | 6,300,000 | 3,500,000 | ||||
Common stock outstanding | 6,300,000 | 3,500,000 | ||||
Waydell 32-38 LLC [Member] | ||||||
Shares issued through acquisition | 300,000 | |||||
Shares issued through acquisition, value | $ 150,000 | |||||
Two Directors and officers [Member] | ||||||
Common stock issued (in shares) | 20,000,000 | 3,000,000 | ||||
Common stock issued | $ 2,000 | |||||
Redemption of common stock | 19,500,000 | |||||
Chief executive officer [Member] | ||||||
Common stock issued (in shares) | 2,500,000 | |||||
Capital contributions | $ 80,383 |
Agreements to Purchase Real E24
Agreements to Purchase Real Estate (Details Narrative) | Sep. 25, 2015USD ($) |
3200 Cushman Circle, Atlanta, Georgia [Member] | |
Purchase of parcel of land, including all improvements | $ 450,000 |
3000 Ember Drive, Decatur, Georgia [Member] | |
Purchase of parcel of land, including all improvements | $ 1,800,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 15, 2015 | Oct. 07, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Stockholder equity | $ (280,771) | |||
Subsequent Event [Member] | ||||
Stockholder equity | $ 112,500 | |||
Subsequent Event [Member] | 3200 Cushman Circle, Atlanta, Georgia [Member] | ||||
Additional security deposits | $ 25,000 | 90,000 | ||
Increase in purchase price security deposit | 7,500 | |||
Subsequent Event [Member] | 3000 Ember Drive, Decatur, Georgia [Member] | ||||
Additional security deposits | 25,000 | $ 22,500 | ||
Increase in purchase price security deposit | $ 7,500 |