Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'All American Sportpark Inc | ' |
Entity Central Index Key | '0000930245 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 4,624,123 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $16,228 | $5,500 |
Accounts receivable | 2,295 | 5,942 |
Prepaid expenses and other current assets | 5,171 | 5,733 |
Total current assets | 23,694 | 17,175 |
Property and equipment, net of accumulated depreciation of $786,991 and $675,343, as of 2013 and 2012, respectively | 611,298 | 669,441 |
Total Assets | 634,992 | 686,616 |
Current liabilities: | ' | ' |
Cash in excess of available funds | 3,194 | 5,594 |
Accounts payable and accrued expenses | 377,793 | 359,907 |
Current portion of deferred revenue | 100,000 | 0 |
Current portion of notes payable - related parties | 4,214,826 | 4,329,495 |
Current portion due to related parties | 1,541,241 | 1,416,843 |
Less current portion | 15,721 | 35,120 |
Accrued interest payable - related party | 5,295,041 | 4,978,335 |
Total current liabilities | 11,547,816 | 11,125,294 |
Long-term liabilities: | ' | ' |
Long-term portion of capital lease obligation | 0 | 6,529 |
Deferred revenue | 50,000 | 0 |
Deferred rent liability | 658,944 | 691,780 |
Total long-term liabilities | 708,944 | 698,309 |
Commitments and Contingencies | ' | ' |
Stockholder's deficit: | ' | ' |
Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 0 | 0 |
Common stock, $0.001 par value, 50,000,000 shares authorized, 4,624,123 and 4,522,123 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 4,624 | 4,522 |
Prepaid equity-based compensation | -11,657 | 0 |
Additional paid-in capital | 14,408,270 | 14,387,972 |
Accumulated deficit | -26,437,308 | -25,877,864 |
Total All-American SportPark, Inc. stockholders' deficit | -12,036,071 | -11,485,370 |
Non-controlling interest in net assets of subsidiary | 414,303 | 348,383 |
Total stockholders' deficit | -11,621,768 | -11,136,987 |
Total Liabilities and Stockholders' Deficit | $634,992 | $686,616 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property and Equipment | ' | ' |
Accumulated Depreciation | $786,991 | $675,343 |
Stockholders' Deficit | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 4,624,123 | 4,522,123 |
Common stock shares outstanding | 4,624,123 | 4,522,123 |
Consolidated_Statement_of_Cash
Consolidated Statement of Cashflows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities | ' | ' |
Net loss | ($493,524) | ($554,312) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 84,504 | 81,525 |
Gain on disposal of property and equipment | 0 | 60,881 |
Stock-based compensation | 6,800 | 0 |
Amortization of prepaid stock-based compensation | 1,943 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 3,647 | 2,639 |
Prepaid expenses and other current assets | 562 | 10,814 |
Cash issued in excess of available funds | -2,400 | -22,557 |
Accounts payable and accrued expenses | 17,887 | 148,424 |
Deferred revenue | 150,000 | 0 |
Deferred rent liability | -32,836 | 2,467 |
Accrued interest payable - related party | 316,706 | 320,500 |
Net cash provided by operating activities | 53,289 | 50,381 |
Cash flows from investing activities | ' | ' |
Proceeds from sale on property and equipment | 0 | 0 |
Purchase of property and equipment | -26,361 | -48,671 |
Net cash used in investing activities | -26,361 | -48,671 |
Cash flows from financing activities | ' | ' |
Proceeds from related parties | 124,398 | -69,336 |
Payment on capital lease obligation | -25,928 | -22,908 |
Proceeds from note payable - related parties | 0 | 95,001 |
Payments on notes payable - related party | -114,670 | 0 |
Net cash (used in) provided by financing activities | -16,200 | 2,757 |
Net increase in cash | 10,728 | 4,467 |
Cash - beginning | 5,500 | 1,900 |
Cash - ending | 16,228 | 6,367 |
Supplemental disclosures: | ' | ' |
Interest paid | 1,242 | 0 |
Income taxes paid | 0 | 0 |
Supplemental disclosure of non-cash investing activities | ' | ' |
Cash payment for equipment in prior year | $0 | $90,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $454,412 | $435,968 | $1,531,550 | $1,571,626 |
For the nine months ending September 30, 2013 and 2012, the Company recognized rental income totaling $122,850 and $79,797, respectively. | 40,951 | 40,446 | 122,850 | 119,070 |
Total Revenue | 495,363 | 476,414 | 1,654,400 | 1,690,696 |
Cost of revenue | 169,581 | 194,662 | 539,477 | 573,350 |
Gross profit | 325,782 | 281,752 | 1,114,923 | 1,117,346 |
Expenses: | ' | ' | ' | ' |
General and administrative expenses | 388,406 | 408,331 | 1,126,142 | 1,121,065 |
Depreciation and amortization | 28,508 | 25,612 | 84,504 | 81,525 |
Total expenses | 416,914 | 433,943 | 1,210,646 | 1,202,590 |
Net operating loss | -91,132 | -152,191 | -95,723 | -85,244 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -131,312 | -135,000 | -397,801 | -405,705 |
Gain on property and equipment | 0 | -2,436 | 0 | -60,881 |
Other income (expense) | 0 | -2,482 | 0 | -2,482 |
Total other income (expense) | -131,312 | -139,918 | -397,801 | -469,068 |
Net loss before provision for income tax | -222,444 | -292,109 | -493,524 | -554,312 |
Provision for income tax expense | 0 | 0 | 0 | 0 |
Net loss | -222,444 | -292,109 | -493,524 | -554,312 |
Net income (loss) attributable to non-controlling interest | 65,920 | -44,365 | 65,920 | 40,321 |
Net loss attributable to All-American SportPark, Inc. | ($288,364) | ($247,744) | ($559,444) | ($5,943,122) |
Net loss per share - basic and fully diluted | ($0.06) | ($0.06) | ($0.12) | ($0.12) |
Weighted average number of common shares outstanding - basic and fully diluted | 4,624,123 | 4,522,123 | 4,579,288 | 4,522,123 |
Basis_of_presentation
- Basis of presentation | 9 Months Ended |
Sep. 30, 2013 | |
- Basis of presentation [Abstract] | ' |
- Basis of presentation | ' |
Note 1 - Basis of presentation | |
The consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by All-American SportPark, Inc. (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. | |
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2012 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of consolidated interim reports. | |
Results of operations for interim periods may not be indicative of annual results. | |
Certain reclassifications have been made in prior periods' financial statements to conform to classifications used in the current period. | |
Commitments
- Commitments | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
- Commitments [Abstract] | ' | ||||
- Commitments | ' | ||||
Note 6 - Commitments | |||||
Lease agreements | |||||
The land underlying the CGC is leased under an operating lease that was to initially expire in 2012 and had two five-year renewal options. In March 2006, the Company exercised the first of two options, extending the lease to 2018. Also, the lease has a provision for contingent rent to be paid by AAGC upon reaching certain levels of gross revenues. The Company recognizes the minimum rental expense on a straight-line basis over the term of the lease, which includes the two five year renewal options. | |||||
At September 30, 2013, minimum future lease payments under non-cancelable operating leases are as follows: | |||||
2013 | $397,380 | ||||
2014 | 529,840 | ||||
2015 | 529,840 | ||||
2016 | 529,840 | ||||
Thereafter | 3,311,505 | ||||
$5,298,405 | |||||
Total rent expense for this operating lease was $397,380 and $363,722 for the nine months ended September 30, 2013 and 2012. | |||||
Capital Lease | |||||
The Company entered into a capital lease for new Club Car gas powered golf carts. The lease is 47 months in length and started on March 1, 2010. The Company pays $2,612 a month in principal and interest expense related to the lease. | |||||
The Company entered into a capital lease for a new telephone system during the third quarter of 2011. The lease is 36 months in length and started in July of 2011. The Company pays $642 a month in principal and interest expense related to the lease. | |||||
The following is a schedule by year of future minimum payments required under these lease agreements. | |||||
2013 | $9,618 | ||||
2014 | 6,767 | ||||
Total payments | 16,385 | ||||
Less interest | -664 | ||||
Total principal | 15,721 | ||||
Less current portion | -15,721 | ||||
Long-term portion | $0 | ||||
Accumulated depreciation for the capital leases as of September 30, 2013 and December 31, 2012 was $103,238 and $56,880, respectively. | |||||
Customer Agreement | |||||
On June 19, 2009, AAGC entered into a Customer Agreement with Callaway Golf Company (“Callaway”) and Saint Andrews pursuant to which Callaway agreed to make certain cash payments and other consideration to AAGC and Saint Andrews in exchange for an exclusive marketing arrangement for the Callaway Golf Center operated by AAGC. Callaway is a major golf equipment manufacturer and supplier. Saint Andrews subleases space at the Callaway Golf Center and operates a golf equipment store at the Callaway Golf Center. | |||||
The Customer Agreement with Callaway provided that Callaway would provide Saint Andrews with $250,000 annual advertising contribution in the form of golf related products. In addition, Saint Andrews was given an opportunity to earn additional credits upon reaching a sales threshold. | |||||
In connection with the signing of the Customer Agreement, AAGC received several concessions to help in the operation of the business, upgrading certain areas, and remodel of some portions of the AAGC facility. Callaway also provided staff uniforms, range golf balls and rental golf equipment for AAGC's use at the Callaway Golf Center. Both AAGC and Saint Andrews agreed to exclusively sell only Callaway golf products at the Callaway Golf Center for the term of the Customer Agreement. | |||||
On March 9, 2013, AAGC entered into an amendment to its Customer Agreement with Callaway (the “Amendment”). The effective date of the Amendment was January 20, 2013. The Amendment provided that AAGC was to use all reasonable efforts to negotiate and enter into a non-exclusive written contract with an alternate retail branding partner. In the event that AAGC was successful in executing a written contract with an alternative retail branding partner, the Customer Agreement was to terminate on June 30, 2013. In the event that an agreement with an alternative retailed branding partner was not entered into by June 30, 2013, the Customer Agreement was to terminate on that date but AAGC would have the right to continue to feature its products in a second position at the Callaway Golf Center after termination of Customer Agreement, under certain terms and conditions. | |||||
On March 27, 2013, AAGC entered into a Golf Center Sponsorship Agreement with Taylor Made Golf Company, Inc., doing business as TaylorMade-Adidas Golf Company (“TMaG”) pursuant to which the golf center operated by AAGC will be rebranded using TaylorMade® and other TMaG trademarks. | |||||
As part of the Agreement, TMaG has agreed to reimburse AAGC for the reasonable costs associated with the rebranding efforts, including the costs associated with the build-out of the golf center and a new performance lab (described below), up to a specified maximum amount. In addition, AAGC received a payment of $200,000 within a few days of signing the Agreement and, so long as AAGC continues to operate the golf center and comply with the terms and conditions of the Agreement TMaG will make additional payments to AAGC on each of March 26, 2014 and March 26, 2015. The Company will recognize these payments as revenue on a straight-line basis over the term of the agreement. | |||||
The Agreement provides that TMaG will install a performance lab at AAGC's facility, as well as many other upgrades. Currently the golf center, now called TaylorMade Golf Experience is under construction for a comprehensive remodel including the entire golf shop, activities area/golf check-in and restaurant area. | |||||
The Agreement includes provisions concerning the display of TMaG merchandise, payment terms, retail sales targets and other related matters. Also, Saint Andrews Golf Shop, a tenant of AAGC which is owned by Ronald Boreta, the Company's President, and John Boreta, a Director of the Company, will receive a quarterly rebate based on the wholesale price of the TMaG merchandise purchased at the golf center. In addition, provided that the Las Vegas Golf and Tennis stores owned by Ronald Boreta and John Boreta maintain TMaG as its premier vendor at its locations, TMaG will pay such stores a quarterly rebate based on the wholesale price of the TMaG Merchandise purchased at those locations. | |||||
The initial term of the Agreement is for five years. AAGC and TMaG may mutually agree in writing to extend the Agreement for an additional four year period; provided that the option to renew the Agreement shall be determined by the parties not later than ninety (90) days prior to the end of the initial term and shall be consistent with the AAGC's lease on its golf center property. |
Going_concern
- Going concern | 9 Months Ended |
Sep. 30, 2013 | |
- Going concern [Abstract] | ' |
- Going concern | ' |
Note 2 - Going concern | |
As of September 30, 2013, we had an accumulated deficit of $26,437,308. In addition, the Company's current liabilities exceed its current assets by $11,524,122 as of September 30, 2013. These conditions have raised substantial doubt about the Company's ability to continue as a going concern. Although our recent growth has greatly improved cash flows, we nonetheless need to obtain additional financing to fund payment of obligations and to provide working capital for operations. Management is seeking additional financing, and is now looking for a merger or acquisition candidate. It is management's objective to review the acquisition of interests in various business opportunities, which in their opinion will provide a profit to the Company. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and working capital needs. There is no assurance any of these transactions will occur. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. | |
Non_controlling_interest
- Non controlling interest | 9 Months Ended |
Sep. 30, 2013 | |
- Non controlling interest [Abstract] | ' |
- Non controlling interest | ' |
Note 4 - Non controlling interest | |
Non-controlling interest represents the minority stockholders' proportionate share of the equity of All-American Golf Center ("AAGC') which is a 51% owned subsidiary of the Company. At September 30, 2013, we owned 51% of AAGC's capital stock, representing voting control and a majority interest. Our controlling ownership interest requires that AAGC's operations be included in the Condensed Consolidated Financial Statements contained herein. The 49% equity interest that is not owned by us is shown as “Non-controlling interest in consolidated subsidiary” in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets. As of September 30, 2013, St. Andrews Golf Shop, our minority interest partner and a related party held a $414,303 interest in the net asset value of our subsidiary AAGC and a $65,920 interest in the net income from operations of AAGC. | |
Related_party_transactions
- Related party transactions | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
- Related party transactions [Abstract] | ' | ||||
- Related party transactions | ' | ||||
Note 5 - Related party transactions | |||||
Due to related parties | |||||
The Company's employees provide administrative/accounting support for (a) three golf retail stores, one of which is named Saint Andrews Golf Shop ("SAGS") and the other two Las Vegas Golf and Tennis ("Boca Store") and Las Vegas Golf and Tennis Superstore (“Westside”), owned by the Company's President and his brother. The SAGS store is the retail tenant in the CGC. | |||||
Administrative/accounting payroll and employee benefits expenses are allocated based on an annual review of the personnel time expended for each entity. Amounts allocated to these related parties by the Company approximated $26,058 and $63,459 for the nine months ended September 30, 2013 and 2012, respectively. The Company records this allocation by reducing the related expenses and allocating them to the related parties. | |||||
In addition to the administrative/accounting support provided by the Company to the above stores, the Company received funding for operations from these and various other stores owned by the Company's President, his brother, and Chairman. These funds helped pay for office supplies, phone charges, postages, and salaries. The net amount due to these stores totaled $1,551,241 and $1,416,843 as of September 30, 2013 and December 31, 2012, respectively. The amounts are non-interest bearing and due out of available cash flows of the Company. Additionally, the Company has the right to offset the administrative/accounting support against the funds received from these stores. | |||||
Both the Company's President and his brother have continued to defer half of their monthly salaries until the Company is in a more positive financial state. The amounts deferred for the first nine months of 2013 and 2012 were $260,000 and $162,500, respectively. | |||||
Notes and Interest Payable to Related Parties: | |||||
The Company has various notes and interest payable to the following entities as of September 30, 2013, and December 31, 2012, respectively: | |||||
2013 | 2012 | ||||
Various notes payable to the Paradise Store bearing 10% per annum and due on demand | $ | 3,200,149 | $ | 3,200,149 | |
Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing 10% per annum and due on demand | 100,000 | 100,000 | |||
Various notes payable to SAGS, bearing 10% per annum and due on demand | 714,177 | 743,846 | |||
Various notes payable to the District Store, bearing 10% per annum and due on demand | - | 85,000 | |||
Note payable to BE, III bearing 10% per annum and due on demand | 200,500 | 200,500 | |||
Total | $ | 4,214,826 | $ | 4,329,495 | |
All maturities of related party notes payable and the related accrued interest payable as of September 30, 2013 are due and payable upon demand. At September 30, 2013, the Company has no loans or other obligations with restrictive debt or similar covenants. | |||||
On June 15, 2009, the Company entered into a “Stock Transfer Agreement” with St. Andrews Golf, Ltd. a Nevada limited liability company, which is wholly-owned by Ronald Boreta, our chief executive officer and John Boreta, a principal shareholder of the Company. Pursuant to this agreement, we agreed to transfer a 49% interest in our wholly owned subsidiary, AAGC as a partial principal payment in the amount of $600,000 on the Company's outstanding loan due to St. Andrews Golf Shop, Ltd. In March 2009, the Company engaged the services of an independent third party business valuation firm, Houlihan Valuation Advisors, to determine the fair value of the business and the corresponding minority interest. Based on the Minority Value Estimate presented in connection with this appraisal, which included valuations utilizing the income, market and transaction approaches in its valuation methodology, the fair value of a 49% interest totaled $ 600,000. | |||||
As of September 30, 2013 and December 31, 2012, accrued interest payable - related parties related to the notes payable - related parties totaled $5,295,041 and $4,978,335 respectively. | |||||
Lease to SAGS | |||||
The Company subleases space in the clubhouse to SAGS. Base rent includes $13,104 per month through July 2012 with a 5% increase for each of two 5-year options to extend in July 2012 and July 2017. For the nine months ending September 30, 2013 and 2012, the Company recognized rental income totaling $122,850 and $119,070, respectively. |
Recent_accounting_Policies
- Recent accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
- Recent accounting Policies [Abstract] | ' |
- Recent accounting policies | ' |
Note 3 - Recent accounting Policies | |
In April 2013, the Financial Accounting and Standards Board (FASB) issued Accounting Standards Update (“ASU”) ASU 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The ASU requires entities to prepare its financial statements using he liquidation basis of accounting when liquidation is imminent. The Company adopted this ASU in the period ended September 30, 2013, without significant impact to financial condition, results of operations, cash flows, or disclosures to its consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rat (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. The ASU permits the Fed Funds Effective Swap Rate or Overnight Index Swap Rate (OIS) to be used as a U. S. benchmark interest rate for hedge accounting purposes in addition to interest rate on U.S. Treasury obligations (UST) and London Interbank Offered Rate (LIBOR). The ASU is effective prospectively for qualifying hedging relationships entered into on or after July 17, 2013. Since the Company does not currently engage in these types of relationships, the Company does not anticipate significant impact to financial condition, results of operations, cash flows, or disclosures to its consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss (NOL) Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The ASU's objective is to eliminate diversity in practice of treating of unrecognized tax benefit when NOL exists as either a reduction to a deferred tax asset or as a liability. The ASU clarifies that the unrecognized tax benefit or a portion of an unrecognized tax benefit should be presented in the financial statements as a reduction to the deferred tax asset for a NOL carrryforward, a similar tax loss, or a tax credit forward with an exception. The exception is to the extent a NOL carryforward, a similar tax loss, or a tax credit forward is not available at the reporting date under the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should instead be presented as a liability. This ASU is effective for fiscal year, and interim periods, beginning after December 15, 2013. The Company is currently evaluating the impact if any of adoption of this ASU on financial condition, results of operations, cash flows, and disclosures to its consolidated financial statements. | |
The Company believes there are no additional new accounting pronouncements adopted but not yet effective that is relevant to the readers of our financial statements. | |
Stockholders_deficit
- Stockholders' deficit | 9 Months Ended |
Sep. 30, 2013 | |
- Stockholders' deficit [Abstract] | ' |
- Stockholders' deficit | ' |
Note 7 - Stockholders' deficit | |
Preferred stock | |
As of September 30, 2013, we had no preferred shares issued and outstanding. | |
Common stock | |
As of September 30, 2013, we had 4,624,123 shares of our $0.001 par value common stock issued and outstanding. | |
Equity-based compensation | |
On May 24, 2013, the Company granted 68,000 shares of restricted common stock to one director and one employee for services. In accordance with the terms of the grant, the shares will vest in full at the end of two years from the date of grant for the director. The restricted common stock granted to the employee will vest in full at the end of three years from the date of grant. The Company has recorded prepaid stock-based compensation of $13,128 representing the estimated fair value on the date of grant, and will amortize the fair market value of the shares to compensation expense ratably over the two and three year vesting periods. | |
Also on May 24, 2013, the Company granted 34,000 shares of common stock to a director for past services. These shares are fully vested. The fair value on the date of grant of $6,800 was recorded as stock-based compensation. | |
Subsequent_Events
- Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
- Subsequent Events [Abstract] | ' |
- Subsequent Events | ' |
Note 8 - Subsequent Events | |
Upon our evaluation of events and transactions that have occurred subsequent to the balance sheet date, there are no subsequent events that have taken place. |
Significant_Accounting_Policie
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Significant Accounting Policies (Policies) [Abstract] | ' |
Recent accounting policies | ' |
In April 2013, the Financial Accounting and Standards Board (FASB) issued Accounting Standards Update (“ASU”) ASU 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The ASU requires entities to prepare its financial statements using he liquidation basis of accounting when liquidation is imminent. The Company adopted this ASU in the period ended September 30, 2013, without significant impact to financial condition, results of operations, cash flows, or disclosures to its consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rat (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. The ASU permits the Fed Funds Effective Swap Rate or Overnight Index Swap Rate (OIS) to be used as a U. S. benchmark interest rate for hedge accounting purposes in addition to interest rate on U.S. Treasury obligations (UST) and London Interbank Offered Rate (LIBOR). The ASU is effective prospectively for qualifying hedging relationships entered into on or after July 17, 2013. Since the Company does not currently engage in these types of relationships, the Company does not anticipate significant impact to financial condition, results of operations, cash flows, or disclosures to its consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss (NOL) Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The ASU's objective is to eliminate diversity in practice of treating of unrecognized tax benefit when NOL exists as either a reduction to a deferred tax asset or as a liability. The ASU clarifies that the unrecognized tax benefit or a portion of an unrecognized tax benefit should be presented in the financial statements as a reduction to the deferred tax asset for a NOL carrryforward, a similar tax loss, or a tax credit forward with an exception. The exception is to the extent a NOL carryforward, a similar tax loss, or a tax credit forward is not available at the reporting date under the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should instead be presented as a liability. This ASU is effective for fiscal year, and interim periods, beginning after December 15, 2013. The Company is currently evaluating the impact if any of adoption of this ASU on financial condition, results of operations, cash flows, and disclosures to its consolidated financial statements. | |
The Company believes there are no additional new accounting pronouncements adopted but not yet effective that is relevant to the readers of our financial statements. | |
Commitments_Tables
- Commitments (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
- Commitments (Tables) [Abstract] | ' | ||||
Operating Lease Commitments | ' | ||||
At September 30, 2013, minimum future lease payments under non-cancelable operating leases are as follows: | |||||
2013 | $397,380 | ||||
2014 | 529,840 | ||||
2015 | 529,840 | ||||
2016 | 529,840 | ||||
Thereafter | 3,311,505 | ||||
$5,298,405 | |||||
Capital Lease Commitments | ' | ||||
The following is a schedule by year of future minimum payments required under these lease agreements. | |||||
2013 | $9,618 | ||||
2014 | 6,767 | ||||
Total payments | 16,385 | ||||
Less interest | -664 | ||||
Total principal | 15,721 | ||||
Less current portion | -15,721 | ||||
Long-term portion | $0 |
Related_party_transactions_Tab
- Related party transactions (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
- Related party transactions [Abstract] | ' | ||||
Notes payable to related parties | ' | ||||
The Company has various notes and interest payable to the following entities as of September 30, 2013, and December 31, 2012, respectively: | |||||
2013 | 2012 | ||||
Various notes payable to the Paradise Store bearing 10% per annum and due on demand | $ | 3,200,149 | $ | 3,200,149 | |
Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing 10% per annum and due on demand | 100,000 | 100,000 | |||
Various notes payable to SAGS, bearing 10% per annum and due on demand | 714,177 | 743,846 | |||
Various notes payable to the District Store, bearing 10% per annum and due on demand | - | 85,000 | |||
Note payable to BE, III bearing 10% per annum and due on demand | 200,500 | 200,500 | |||
Total | $ | 4,214,826 | $ | 4,329,495 |
Commitments_Details_1
- Commitments (Details 1) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Commitments Details Operating Leases [Abstract] | ' | ' |
At September 30, 2013, minimum future lease payments under non-cancelable operating leases are as follows: 2013 | $397,380 | ' |
2014 | 529,840 | ' |
2015 | 529,840 | ' |
2016 | 529,840 | ' |
Thereafter | 3,311,505 | ' |
Total | 5,298,405 | ' |
Total rent expense for this operating lease was $397,380 and $363,722 for the nine months ended September 30, 2013 and 2012. | $397,380 | $363,722 |
Commitments_Details_2
- Commitments (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Commitments Capital Leases [Abstract] | ' | ' |
The following is a schedule by year of future minimum payments required under these lease agreements: 2013 | $9,618 | ' |
2014 | 6,767 | ' |
Total payments | 16,385 | ' |
Less interest | -664 | ' |
Total principal | 15,721 | ' |
Less current portion | 15,721 | 35,120 |
Long-term portion | $0 | ' |
Commitments_Details_Text
- Commitments (Details Text) (USD $) | 48 Months Ended | 60 Months Ended | ||||
Mar. 25, 2022 | Mar. 25, 2018 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 26, 2013 | Dec. 31, 2012 | |
Commitments Details [Abstract] | ' | ' | ' | ' | ' | ' |
The Company pays $2,612 a month in principal and interest expense related to the lease. | ' | ' | $2,612 | ' | ' | ' |
The Company pays $642 a month in principal and interest expense related to the lease. | ' | ' | 642 | ' | ' | ' |
Accumulated depreciation for the capital leases as of September 30, 2013 and December 31, 2012 was $103,238 and $56,880, respectively. | ' | ' | 103,238 | ' | ' | 56,880 |
The Customer Agreement with Callaway provided that Callaway would provide Saint Andrews with $250,000 annual advertising contribution in the form of golf related products | ' | ' | ' | 250,000 | ' | ' |
In addition, AAGC received a payment of $200,000 within a few days of signing the Agreement and, so long as AAGC continues to operate the golf center and comply with the terms and conditions of the Agreement TMaG will make additional payments to AAGC on each of March 26, 2014 and March 26, 2015 | ' | ' | ' | ' | $200,000 | ' |
The initial term of the Agreement is for five years | ' | 'five years | ' | ' | ' | ' |
AAGC and TMaG may mutually agree in writing to extend the Agreement for an additional four year period; provided that the option to renew the Agreement shall be determined by the parties not later than ninety (90) days prior to the end of the initial term and shall be consistent with the AAGC's lease on its golf center property. | 'four year | ' | ' | ' | ' | ' |
Going_concern_Details_Text
- Going concern (Details Text) (USD $) | Sep. 30, 2013 |
- Going concern details [Abstract] | ' |
As of September 30, 2013, we had an accumulated deficit of $26,437,308 | $26,437,308 |
In addition, the Company's current liabilities exceed its current assets by $11,524,122 as of September 30, 2013 | $11,524,122 |
Non_controlling_interest_Detai
- Non controlling interest (Details Text) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | Jun. 15, 2009 | |
- Non controlling interest [Abstract] | ' | ' | ' |
At September 30, 2013, we owned 51% of AAGC's capital stock, representing voting control and a majority interest | 51.00% | ' | ' |
Minority interest | 49.00% | ' | 49.00% |
Non-controlling interest in net assets of subsidiary | $414,303 | $348,383 | ' |
Net income attributable to non-controlling interest | $65,920 | ' | ' |
Related_party_transactions_Det
- Related party transactions (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Paradise Store [Member] | ' | ' |
- Related party transactions [Abstract] | ' | ' |
Note payable to BE, III bearing 10% per annum and due on demand | $3,200,149 | $3,200,149 |
BE Holdings 1 [Member] | ' | ' |
- Related party transactions [Abstract] | ' | ' |
Note payable to BE, III bearing 10% per annum and due on demand | 100,000 | 100,000 |
SAGS [Member] | ' | ' |
- Related party transactions [Abstract] | ' | ' |
Note payable to BE, III bearing 10% per annum and due on demand | 714,177 | 743,846 |
District Stores [Member] | ' | ' |
- Related party transactions [Abstract] | ' | ' |
Note payable to BE, III bearing 10% per annum and due on demand | ' | 85,000 |
BE III [Member] | ' | ' |
- Related party transactions [Abstract] | ' | ' |
Note payable to BE, III bearing 10% per annum and due on demand | $200,500 | $200,500 |
Related_party_transactions_Det1
- Related party transactions (Details Text) (USD $) | 3 Months Ended | 9 Months Ended | 180 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jul. 31, 2012 | Dec. 31, 2012 | Jun. 15, 2009 | |
- Related party transactions [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Amounts allocated to these related parties by the Company approximated $26,058 and $63,459 for the nine months ended September 30, 2013 and 2012, respectively | ' | ' | $26,058 | $63,459 | ' | ' | ' |
The net amount due to these stores totaled $1,551,241 and $1,416,843 as of September 30, 2013 and December 31, 2012, respectively | 1,551,241 | ' | 1,551,241 | ' | ' | 1,416,843 | ' |
The amounts deferred for the first nine months of 2013 and 2012 were $260,000 and $162,500, respectively. | ' | ' | 260,000 | 162,500 | ' | ' | ' |
Minority interest | 49.00% | ' | 49.00% | ' | ' | ' | 49.00% |
Pursuant to this agreement, we agreed to transfer a 49% interest in our wholly owned subsidiary, AAGC as a partial principal payment in the amount of $600,000 on the Company's outstanding loan due to St. Andrews Golf Shop, Ltd. | ' | ' | ' | ' | ' | ' | 600,000 |
Based on the Minority Value Estimate presented in connection with this appraisal, which included valuations utilizing the income, market and transaction approaches in its valuation methodology, the fair value of a 49% interest totaled $ 600,000. | ' | ' | ' | ' | ' | ' | 600,000 |
As of September 30, 2013 and December 31, 2012, accrued interest payable - related parties related to the notes payable - related parties totaled $5,295,041 and $4,978,335 respectively. | 5,295,041 | ' | 5,295,041 | ' | ' | 4,978,335 | ' |
Base rent includes $13,104 per month through July 2012 | ' | ' | ' | ' | 13,104 | ' | ' |
with a 5% icrease for each of two 5-year options to extend in July 2012 and July 2017 | ' | ' | ' | ' | 5 | ' | ' |
For the nine months ending September 30, 2013 and 2012, the Company recognized rental income totaling $122,850 and $79,797, respectively. | $40,951 | $40,446 | $122,850 | $119,070 | ' | ' | ' |
Stockholders_deficit_Details_T
- Stockholders' deficit (Details Text) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
- Stockholders' deficit [Abstract] | ' | ' |
As of September 30, 2013, we had no preferred shares issued and outstanding. | 0 | 0 |
As of September 30, 2013, we had 4,624,123 shares of our $0.001 par value common stock issued and outstanding. | 4,624,123 | 4,522,123 |
Common stock par value | $0.00 | $0.00 |
On May 24, 2013, the Company granted 68,000 shares of restricted common stock to one director and one employee for services | 68,000 | ' |
In accordance with the terms of the grant, the shares will vest in full at the end of two years from the date of grant for the director | 'two years | ' |
The restricted common stock granted to the employee will vest in full at the end of three years from the date of grant | 'three years | ' |
The Company has recorded prepaid stock-based compensation of $13,128 representing the estimated fair value on the date of grant, and will amortize the fair market value of the shares to compensation expense ratably over the two and three year vesting periods. | $13,128 | ' |
Also on May 24, 2013, the Company granted 34,000 shares of common stock to a director for past services | 34,000 | ' |
The fair value on the date of grant of $6,800 was recorded as stock-based compensation. | $6,800 | ' |