Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 25, 2014 | Jun. 28, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
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 Public Float | ' | ' | $4,793,000 |
Entity Common Stock, Shares Outstanding | ' | 4,624,123 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Cash | $0 | $5,500 |
Accounts receivable | 961 | 5,942 |
Prepaid expenses and other current assets | 3,671 | 5,733 |
Total current assets | 4,632 | 17,175 |
Property and Equipment, Net | 663,569 | 669,441 |
Total Assets | 668,201 | 686,616 |
Current liabilities: | ' | ' |
Cash in excess of available funds | 20,756 | 5,594 |
Accounts payable and accrued expenses | 417,802 | 359,907 |
Current portion of deferred revenue | 100,000 | 0 |
Current portion of notes payable - related parties | 4,409,495 | 4,329,495 |
Current portion of due to related parties | 1,539,045 | 1,416,843 |
Current portion of capital lease obligation | 35,564 | 35,120 |
Accrued interest payable - related party | 5,400,781 | 4,978,335 |
Total current liabilities | 11,923,443 | 11,125,294 |
Long-term liabilities: | ' | ' |
Long-term portion of capital lease obligation | 96,327 | 6,529 |
Deferred revenue | 25,000 | 0 |
Deferred rent liability | 647,999 | 691,780 |
Total long-term liabilities | 769,326 | 698,309 |
Commitments and Contingencies | ' | ' |
Stockholders' (deficit): | ' | ' |
Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 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 December 31, 2013 and December 31, 2012, respectively | 4,624 | 4,522 |
Prepaid equity-based compensation | -10,294 | 0 |
Additional paid-in capital | 14,408,270 | 14,387,972 |
Accumulated deficit | -26,744,979 | -25,877,864 |
Total All-American SportPark, Inc. stockholders' deficit | -12,342,379 | -11,485,370 |
Non-controlling interest in subsidiary | 317,811 | 348,383 |
Total stockholder's deficit | -12,024,568 | -11,136,987 |
Total Liabilities and Stockholders' Deficit | $668,201 | $686,616 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property and Equipment | ' | ' |
Less: Accumulated Depreciation | $615,090 | $702,488 |
CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES [Abstract] | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
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 outstanding | 4,624,123 | 4,522,123 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenue | $1,927,715 | $1,967,007 |
Revenue - Related Party | 163,800 | 160,020 |
Total Revenue | 2,091,515 | 2,127,027 |
Cost of revenue | 752,257 | 723,107 |
Gross profit | 1,339,258 | 1,403,920 |
Expenses: | ' | ' |
General & administrative | 1,499,676 | 1,566,246 |
Depreciation and amortization | 111,321 | 108,669 |
Total expenses | 1,610,997 | 1,674,915 |
Loss from operations | -271,739 | -270,995 |
Other income (expense) | ' | ' |
Interest expense | -529,922 | -540,445 |
In 2013 after a thorough review of all fixed assets, it was determined that several assets were no longer in use and were retired off the books providing a loss of $96,026. In 2012, there was a loss on disposal of $60,057 | -96,026 | -60,057 |
Other expense | 0 | -3,096 |
Total other expense | -625,948 | -603,598 |
Net loss before provision for income tax | -897,687 | -874,593 |
Net tax benefit | 0 | 0 |
Net loss | -897,687 | -874,593 |
Net income attributable to non-controlling interest | -30,572 | 26,791 |
Net loss attributable to All-American SportPark, Inc. | ($867,115) | ($901,384) |
Weighted average number of common shares outstanding-basic and fully diluted | 4,622,123 | 4,522,123 |
Net loss per share - basic and fully diluted | ($0.20) | ($0.19) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Total | Common Stock | Prepaid Equity Based Compensation | Additional Paid in Capital | Accumulated Deficit | Non- Controlling Interest |
Balance, December 31, 2011 at Dec. 31, 2011 | ($10,262,394) | $4,522 | ' | $14,387,972 | ($24,976,480) | $321,592 |
Balance, December 31, 2011 (in shares) at Dec. 31, 2011 | ' | 4,522,123 | ' | ' | ' | ' |
As shown in the accompanying consolidated financial statements, for 2013, the Company had net loss of $897,687 | -874,593 | ' | ' | ' | -901,384 | 26,791 |
Balance, December 31, 2013 at Dec. 31, 2012 | -11,136,987 | 4,522 | ' | 14,387,972 | -25,877,864 | 348,383 |
Balance, December 31, 2011 (in shares) at Dec. 31, 2012 | ' | 4,522,123 | ' | ' | ' | ' |
As shown in the accompanying consolidated financial statements, for 2013, the Company had net loss of $897,687 | -897,687 | ' | ' | ' | -867,115 | -30,572 |
The fair value on the date of grant of $6,800 was recorded as stock-based compensation. | 6,800 | 34 | ' | 6,766 | ' | ' |
Also on May 24, 2013, the Company granted 34,000 shares of common stock to a director for past services | 34,000 | 34,000 | ' | ' | ' | ' |
Prepaid equity based compensation issued to board member and employee | ' | 68 | -13,600 | 13,532 | ' | ' |
Prepaid equity based compensation issued to board member and employee (in shares) | ' | 68,000 | ' | ' | ' | ' |
Amortization of prepaid equity based compensation | 3,306 | ' | 3,306 | ' | ' | ' |
Balance, December 31, 2013 at Dec. 31, 2013 | ($12,024,568) | $4,624 | ($10,294) | $14,408,270 | ($26,744,979) | $317,811 |
Balance, December 31, 2013 (in shares) at Dec. 31, 2013 | ' | 4,624,123 | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities | ' | ' |
As shown in the accompanying consolidated financial statements, for 2013, the Company had net loss of $897,687 | ($897,687) | ($874,593) |
Adjustments to reconcile net loss to net cash used by operating activities | ' | ' |
Depreciation expenses totaled $111,321and $108,669 for the years ended December 31, 2013 and 2012, respectively. | 111,321 | 108,669 |
Loss on disposal of property and equipment | 96,026 | 60,057 |
Amortization of prepaid stock-based compensation | 10,106 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 4,981 | -3,135 |
Prepaid expenses | 2,062 | 11,739 |
Cash in excess of available funds | 15,162 | -23,590 |
Accounts payable and accrued expenses | 57,896 | 199,438 |
Deferred revenue | 125,000 | 0 |
Deferred rent liability | -43,781 | -7,655 |
Accrued interest payable - related parties | 422,446 | 427,487 |
Net cash used in operating activities | -96,468 | -101,583 |
Cash flows from investing activities | ' | ' |
Deposits on property and equipment | 0 | 90,000 |
Purchase of property and equipment | -76,114 | -144,803 |
Net cash used in investing activities | -76,114 | -54,803 |
Cash flows from financing activities | ' | ' |
Net proceeds from related parties | 122,202 | 46,013 |
Payments on capital lease obligation | -35,120 | -31,028 |
Proceeds from notes payable - related parties | 215,000 | 145,001 |
Payments on notes payable | -135,000 | 0 |
Net cash provided by financing activities | 167,082 | 159,986 |
Net increase (decrease) in cash | -5,500 | 3,600 |
Cash - beginning | 5,500 | 1,900 |
Cash - ending | 0 | 5,500 |
Supplemental disclosures: | ' | ' |
Interest paid | 1,242 | 7,443 |
Income Taxes Paid | 0 | 0 |
Supplemental disclosures of non-cash financing activities: | ' | ' |
Assumption of capital lease obligation | $125,362 | $6,529 |
ORGANIZATIONAL_STRUCTURE_AND_B
ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2013 | |
ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION [Abstract] | ' |
ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION | ' |
NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION | |
a. PRINCIPLES OF CONSOLDIATION | |
The consolidated financial statements of All-American SportPark, Inc. (“AASP”) include the accounts of AASP and its 51% owned subsidiary, All-American Golf Center, Inc. (“AAGC”), collectively the “Company”. All significant intercompany accounts and transactions have been eliminated. The Company's business operations consists solely of the TaylorMade Golf Experience (“TMGE”) are included in AAGC. | |
b. BUSINESS ACTIVITIES | |
The TMGE includes the Divine Nine par 3 golf course fully lighted for night golf, a 110-tee two-tiered driving range, a 20,000 square foot clubhouse which includes two TaylorMade Golf fitting bays and two tenants: the Saint Andrews Golf Shop retail store, and Upper Deck Grill and Sports Lounge restaurant. | |
Because our business activities are not structured on the basis of different services provided, the above activities are reviewed, evaluated and reported as a single reportable segment. The Company is based in and operates solely in Las Vegas, Nevada, and does not receive revenues from other geographic areas although its tourist customers come from elsewhere. No one customer of the Company comprises more than 10% of the Company's revenues. | |
c. CONCENTRATIONS OF RISK | |
The Company has implemented various strategies to market the TMGE to Las Vegas tourists and local residents. Should attendance levels at the TMGE not meet expectations in the short-term, management believes existing cash balances would not be sufficient to fund operating expenses and debt service requirements for at least the next 12 months. | |
d. RECLASSIFICATIONS | |
Certain reclassifications have been made in prior periods' financial statements to conform to classifications used in the current period. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Dec. 31, 2013 | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
a. CASH AND CASH EQUIVALENTS | ||
All highly liquid investments with original maturities of three months or less are classified as cash and cash equivalents. The fair value of cash and cash equivalents approximates the amounts shown on the financial statements. Cash and cash equivalents consist of unrestricted cash in accounts maintained with major financial institutions. | ||
b. INCOME TAXES | ||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. | ||
The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | ||
c. STOCK-BASED COMPENSATION | ||
The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. | ||
d. LEASEHOLD IMPROVEMENTS AND EQUIPMENT | ||
Leasehold improvements and equipment (Note 5) are stated at cost. Depreciation and amortization is provided for on a straight-line basis over the lesser of the lease term (including renewal periods, when the Company has both the intent and ability to extend the lease) or the following estimated useful lives of the assets: | ||
Furniture and equipment | 3-10 years | |
Leasehold improvements | 15-25 years | |
e. ADVERTISING | ||
The Company expenses advertising costs as incurred. Advertising costs charged to continuing operations amounted to $21,300 and $222,849 in 2013 and 2012, respectively. In 2012, our agreement with Callaway Golf Company was that the amount, up to $250,000 in advertising is then reimbursed by the Saint Andrews Golf Shop, per the Callaway Golf Agreement of 2010 leaving a net amount of $0 on the books for 2012. | ||
f. REVENUES | ||
The Company primarily earns revenue from golf course green fees, driving range ball rentals and golf and cart rentals, which are recognized when received as payments for the services provided. The Company also receives marketing revenue associated with the Callaway Agreement that they realize equally on a monthly basis over the life of the agreement. Lease and sponsorship revenues are recognized as appropriate when earned. | ||
g. COST OF REVENUES | ||
Cost of revenues is primarily comprised of golf course and driving range employee payroll and benefits, operating supplies (e.g., driving range golf balls and golf course scorecards, etc.), and credit card/check processing fees. | ||
h. GENERAL AND ADMINISTRATIVE EXPENSES | ||
General and administrative expenses consist principally of management, accounting and other administrative employee payroll and benefits, land lease expense, utilities, landscape maintenance costs, and other expenses (e.g., office supplies, marketing/advertising, and professional fees, etc.). | ||
i. IMPAIRMENT OF LONG-LIVED ASSETS | ||
Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. If the long-lived asset or group of assets is considered to be impaired, an impairment charge is recognized for the amount by which the carrying amount of the asset or group of assets exceeds its fair value. Long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. In 2013 after a thorough review of all fixed assets, it was determined that several assets were no longer in use and were retired off the books providing a loss of $96,026. In 2012, there was a loss on disposal of property and equipment of $60,057. | ||
j. LEASES | ||
The Company leases land and equipment. Leases are evaluated and classified as operating or capital leases for financial reporting purposes. The lease term used for lease evaluation related to the land includes option periods as the Company believes the option period can be reasonably assured and failure to exercise such option would result in an economic penalty. For equipment, option periods are included only in instances in which the exercise of the option period can be reasonably assured and failure to exercise such options would result in economic penalty. | ||
k. FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||
Level 1: Observable inputs such as quoted prices in active markets; | ||
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | ||
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||
At each of December 31, 2013 and 2012, the carrying amount of cash, accounts receivable, notes payable, and accounts payable and accrued liabilities approximates fair value because of the short maturity of these instruments. | ||
l. EARNINGS (LOSS) PER SHARE | ||
Basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Basic earnings per share is computed using the weighted average number of shares of common stock and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. The Company did not have any stock equivalent shares for the years ended December 31, 2013 and 2012. | ||
Loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding during the period. The weighted-average number of common shares used in the calculation of basic loss per share was 4,624,123 in 2013 and 4,522,123 in 2012, respectively. | ||
m. RECENT ACCOUNTING POLICIES | ||
The Company believes there was no new accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of the Company's financial statements. | ||
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's financials properly reflect the change. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
GOING CONCERN [Abstract] | ' |
GOING CONCERN | ' |
NOTE 3. GOING CONCERN | |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, for 2013, the Company had net loss of $897,687. As of December 31, 2013, the Company had a working capital deficit of $11,918,811 and a shareholders' equity deficiency of $12,024,568. | |
AASP management believes that its continuing operations may not be sufficient to fund operating cash needs and debt service requirements over at least the next 12 months. As such, management plans on seeking other sources of funding including the restructuring of current debt as needed, which may include Company officers or directors and/or other related parties. In addition, management continues to analyze all operational and administrative costs of the Company and has made and will continue to make the necessary cost reductions as appropriate. The inability to build attendance to profitable levels beyond a 12-month period may require the Company to seek additional debt, restructure existing debt or equity financing to meet its obligations as they come due. There is no assurance that the Company would be successful in securing such debt or equity financing in amounts or with terms acceptable to the Company. | |
Nevertheless, management continues to seek out financing to help fund working capital needs of the Company. In this regard, management believes that additional borrowings against the TMGE could be arranged although there can be no assurance that the Company would be successful in securing such financing or with terms acceptable to the Company. | |
Among its alternative courses of action, management of the Company may seek out and pursue a business combination transaction with an existing private business enterprise that might have a desire to take advantage of the Company's status as a public corporation. There is no assurance that the Company will acquire a favorable business opportunity through a business combination. In addition, even if the Company becomes involved in such a business opportunity, there is no assurance that it would generate revenues or profits, or that the market price of the Company's common stock would be increased thereby. | |
The consolidated financial statements do not include any adjustments relating to the recoverability of assets and the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
RELATED PARTY TRANSACTIONS (Tables) [Abstract] | ' | ||||
RELATED PARTY TRANSACTIONS | ' | ||||
NOTE 4. 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 others named Las Vegas Golf and Tennis ("District Store") and Las Vegas Golf and Tennis (“Westside, 15 Store”), owned by the Company's President and his brother. The SAGS store is the retail tenant in the TMGE. | |||||
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 $35,081 and $80,806 for the years ended December 31, 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 the former Chairman. These funds helped pay for office supplies, phone charges, postages, and salaries. The net amount due to these stores totaled $1,539,045 and $1,416,803 as of December 31, 2013 and 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. | |||||
In 2012 the Company wrote off debt of $90,534 owed to it by St. Andrews Forum Shop, Ltd. (the “Forum Shop”). The Forum Shop was owned by Ronald Boreta and John Boreta and operated a golf equipment store located inside the Forum Shops at Caesar's Palace. That store closed in October 2010. The future of the Forum Shop was not finally determined until 2012, when the debt was written off. | |||||
Notes and Interest Payable to Related Parties: | |||||
The Company has various notes and interest payable to the following entities as of December 31, 2013 and 2012: | |||||
2013 | 2012 | ||||
Various notes payable to Vaso Boreta | |||||
bearing 10% per annum and due on demand (1) | $ | 3,200,149 | $ | 3,200,149 | |
Note payable to BE Holdings 1, LLC, | |||||
bearing 10% per annum and due on demand (2) | |||||
100,000 | 100,000 | ||||
Various notes payable to SAGS, bearing 10% | |||||
per annum and due on demand (3) | 833,846 | 743,846 | |||
Various notes payable to the District Store, | |||||
bearing 10% per annum and due on demand (4) | 0 | 85,000 | |||
Notes payable to Ronald Boreta and John Boreta, bearing 10% per annum and due on demand (5) | 75,000 | 0 | |||
Note payable to BE III, LLC, bearing 10% | |||||
Per annum and due on demand (6) | 200,500 | 200,500 | |||
TOTAL | $ | 4,409,495 | $ | 4,329,495 | |
1) Vaso Boreta is the former Company's Chairman of the Board who passed away in October 2013. | |||||
2) BE Holdings1. LLC is owned by Ronald Boreta and John Boreta. | |||||
3) Saint Andrews is owned by Ronald Boreta and John Boreta. | |||||
4) The District Store is owned by Ronald Boreta and John Boreta | |||||
5) The Notes are in the principal amount of $37,500 each. | |||||
6) BE III, LLC is owned by Ronald Boreta and John Boreta. | |||||
All maturities of related party notes payable and the related accrued interest payable as of December 31, 2013 are due and payable upon demand. At December 31, 2013, the Company has no loans or other obligations with restrictive debt or similar covenants. | |||||
On June 15, 2012, we entered into a “Stock Transfer Agreement” with Saint Andrews Golf Shop, 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 our outstanding loan due to Saint Andrews Golf Shop, Ltd. In March 2012, we 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. | |||||
Interest expense on related party notes totaled $529,922 and $427,486 for the years ended December 31, 2013 and 2012, respectively. | |||||
As of December 31, 2013 and 2012, accrued interest payable - related parties related to the notes payable - related parties totaled $5,400,781 and $4,978,335, respectively. | |||||
John Boreta, who became a Director of the Company in 2012, has been employed by All-American Golf Center (“AAGC”), a subsidiary, as its general manager for over 12 years. On June 15, 2009, AAGC entered into an employment agreement with John Boreta. The employment agreement was for a period through June 15, 2012 and provided for a base annual salary of $75,000. Although the term of the employment agreement ended in June 2012, he continues to be employed on the same basis. During 2013, John Boreta received compensation of $81,000 for his services in that capacity, which includes an auto allowance of $6,000. He also received medical compensation of $11,544. In 1994, the Company entered into an employment agreement with Ronald S. Boreta, the Company's President, and Chief Executive Officer, pursuant to which he received a base salary that was increased to $120,000 beginning the year ended December 31, 1996. The term of the employment agreement ended in May 2012, but he continues to be employed by the Company on the same basis. Ronald S. Boreta receives the use of an automobile, for which the Company pays all expenses and full medical and dental coverage which totals $962 a month. The Company also pays all dues and expenses for membership at a local country club at which Ronald S. Boreta entertains business contacts for the Company. Ronald S. Boreta has agreed that for a period of three years from the termination of his employment agreement that he will not engage in a trade or business similar to that of the Company. | |||||
Lease to SAGS | |||||
The TMGE has two tenant operations. The first is the Saint Andrews Golf Shop that occupies approximately 4,300 square feet for golf retail sales and pays a fixed monthly rent that includes a prorated portion of maintenance and property tax expenses of $13,104 for its retail and office space. The lease is for fifteen years through July 2012. The tenant has two options to extend for five years in July 2012 and July 2017 with a 5% rent increase for each extension. The tenant extended their first option starting August 2012. For the years ended December 31, 2013 and 2012, the Company recognized rental income totaling $163,800 and $160,020 respectively. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||
PROPERTY AND EQUIPMENT | ' | ||||||
NOTE 5. PROPERTY AND EQUIPMENT | |||||||
Property and equipment included the following as of December 31: | |||||||
2013 | 2012 | ||||||
-------------- | -------------- | ||||||
Furniture and Equipment | $ | 34,172 | $ | 33,346 | |||
Other Leasehold Improvement | 160,886 | 168,096 | |||||
Signage | - | 188,571 | |||||
Building | 252,445 | 252,866 | |||||
Land Improvements | 495,351 | 495,445 | |||||
Landscape Equipment | 52,057 | 32,497 | |||||
Other | 141,501 | 85,224 | |||||
Leased Equipment | 142,247 | 115,884 | |||||
-------------- | --------------- | ||||||
1,278,659 | 1,371,929 | ||||||
Less: Accumulated Depreciation | |||||||
(615,090 | ) | (702,488 | ) | ||||
$ | 663,569 | $ | 669,441 | ||||
Depreciation expenses totaled $111,321and $108,669 for the years ended December 31, 2013 and 2012, respectively. |
COMMITMENTS
COMMITMENTS | 12 Months Ended | ||
Dec. 31, 2013 | |||
COMMITMENTS [Abstract] | ' | ||
COMMITMENTS | ' | ||
NOTE 6. COMMITMENTS | |||
Leases | |||
The land underlying the TMGE is leased under an operating lease that expires in 2012 and has 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 December 31, 2013, minimum future lease payments under non-cancelable operating leases are as follows: | |||
2013 | $ | 538,626 | |
2014 | 529,840 | ||
2015 | 529,840 | ||
2016 | 529,840 | ||
Thereafter | 3,098,029 | ||
$ | 5,226,175 | ||
Total rent expense for all operating leases were $538,626 for 2013 and $493,715 for 2012. | |||
Customer Agreement | |||
On June 19, 2009, AAGC entered into a Customer Agreement with Callaway Golf Company ("Callaway") and Saint Andrews pursuant to which Callaway has agreed to make certain cash payments and other consideration to AAGC and Saint Andrews in exchange for an exclusive marketing arrangement for the golf center operated by AAGC. Callaway is a major golf equipment manufacturer and supplier. | |||
On March 9, 2013, AAGC entered into an amendment to its Customer Agreement with Callaway (the “Amendment”). The Amendment provided that AAGC was to use all reasonable efforts to negotiate and enter into a non-exclusive written contract with an alternative retail branding partner. In the event that AAGC was successful in executing a written contract with an alternative retail branding partner, the Customer Agreement would terminate on June 30, 2013. | |||
Pursuant to the terms of the Amendment, Callaway was not required to pay any marketing funds or other fees or expenses required under the Customer Agreement during the first two quarters of 2013. The Amendment also provided that Callaway could, at its option, continue to feature its products in a second position at the golf center, of which they have chosen to do, after termination of the Customer Agreement, under certain terms and conditions. | |||
Sponsorship Agreement | |||
On March 27, 2013, AAGC entered into a Golf Center Sponsorship Agreement (“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 was to be rebranded using TaylorMade® and other TMaG trademarks. | |||
As part of the Sponsorship Agreement, TMaG 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 upon execution of the Sponsorship Agreement and, so long as AAGC continues to operate the golf center and comply with the terms and conditions of the Sponsorship Agreement TMaG will make additional payments to AAGC on each of March 26, 2014 and March 26, 2015. | |||
The Sponsorship Agreement provides that TMaG would install a performance lab at AAGC's facility that would include one nine-camera motion analysis system and one putting lab, and would provide additional services, equipment, supplies and resources for the golf center. The performance lab was installed in 2013. | |||
The Sponsorship 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 their 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 Sponsorship Agreement is for five years. AAGC and TMaG may mutually agree in writing to extend the Sponsorship 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. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
INCOME TAXES [Abstract] | ' | ||||
INCOME TAXES | ' | ||||
NOTE 7. INCOME TAXES | |||||
Income tax expense (benefit) consists of the following: | 2013 | 2012 | |||
Current tax | $(64,814) | $(96,217) | |||
Deferred tax | (247,378) | (208,121) | |||
Valuation allowance | 312,192 | 304,338 | |||
$ - | $ - | ||||
2013 | 2012 | ||||
Deferred tax liabilities: | |||||
(167,049) | (173,312) | ||||
Temporary differences related to: | |||||
Depreciation | |||||
Deferred tax assets: | |||||
Net operating loss carry forward | 4,694,585 | 4,633,802 | |||
Related Party interest | 1,836,267 | 1,692,634 | |||
Other | - | - | |||
6,363,802 | 6,153,124 | ||||
Net deferred tax asset before | |||||
valuation allowance | |||||
Valuation Allowance | (6,363,802) | (6,153,124) | |||
$ - | $ - | ||||
2013 | 2012 | ||||
Income tax at federal rate | 35.00% | 35.00% | |||
Permanent differences | -35.00% | -35.00% | |||
Effective income tax rate | 0.00% | 0.00% | |||
As of December 31, 2013 and 2012, the Company has available for income tax purposes approximately $21.0 and $20.0 million respectively in federal net operating loss carry forwards, which may be available to offset future taxable income. These loss carry forwards expire in 2019 through 2032. The Company may be limited by Internal Revenue Code Section 382 in its ability to fully utilize its net operating loss carry forwards due to possible future ownership changes. A 100% valuation allowance has been effectively established against the net deferred tax asset since it appears more likely than not that it will not be realized. | |||||
The provision (benefit) for income taxes attributable to income (loss) from continuing operations does not differ materially from the amount computed at the federal income tax statutory rate. | |||||
CAPITAL_STOCK_STOCK_OPTIONS_AN
CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES | 12 Months Ended |
Dec. 31, 2013 | |
CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES [Abstract] | ' |
CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES | ' |
NOTE 8. CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES | |
CAPITAL STOCK | |
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 | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 9. SUBSEQUENT EVENTS | |
In March 2014, the Company received the second payment of the Sponsorship agreement from TMaG. |
Significant_Accounting_Policie
Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Significant Accounting Policies (Policies) [Abstract] | ' | |
Significant Accounting Policies | ' | |
a. CASH AND CASH EQUIVALENTS | ||
All highly liquid investments with original maturities of three months or less are classified as cash and cash equivalents. The fair value of cash and cash equivalents approximates the amounts shown on the financial statements. Cash and cash equivalents consist of unrestricted cash in accounts maintained with major financial institutions. | ||
b. INCOME TAXES | ||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. | ||
The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | ||
c. STOCK-BASED COMPENSATION | ||
The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. | ||
d. LEASEHOLD IMPROVEMENTS AND EQUIPMENT | ||
Leasehold improvements and equipment (Note 5) are stated at cost. Depreciation and amortization is provided for on a straight-line basis over the lesser of the lease term (including renewal periods, when the Company has both the intent and ability to extend the lease) or the following estimated useful lives of the assets: | ||
Furniture and equipment | 3-10 years | |
Leasehold improvements | 15-25 years | |
e. ADVERTISING | ||
The Company expenses advertising costs as incurred. Advertising costs charged to continuing operations amounted to $21,300 and $222,849 in 2013 and 2012, respectively. In 2012, our agreement with Callaway Golf Company was that the amount, up to $250,000 in advertising is then reimbursed by the Saint Andrews Golf Shop, per the Callaway Golf Agreement of 2010 leaving a net amount of $0 on the books for 2012. | ||
f. REVENUES | ||
The Company primarily earns revenue from golf course green fees, driving range ball rentals and golf and cart rentals, which are recognized when received as payments for the services provided. The Company also receives marketing revenue associated with the Callaway Agreement that they realize equally on a monthly basis over the life of the agreement. Lease and sponsorship revenues are recognized as appropriate when earned. | ||
g. COST OF REVENUES | ||
Cost of revenues is primarily comprised of golf course and driving range employee payroll and benefits, operating supplies (e.g., driving range golf balls and golf course scorecards, etc.), and credit card/check processing fees. | ||
h. GENERAL AND ADMINISTRATIVE EXPENSES | ||
General and administrative expenses consist principally of management, accounting and other administrative employee payroll and benefits, land lease expense, utilities, landscape maintenance costs, and other expenses (e.g., office supplies, marketing/advertising, and professional fees, etc.). | ||
i. IMPAIRMENT OF LONG-LIVED ASSETS | ||
Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. If the long-lived asset or group of assets is considered to be impaired, an impairment charge is recognized for the amount by which the carrying amount of the asset or group of assets exceeds its fair value. Long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. In 2013 after a thorough review of all fixed assets, it was determined that several assets were no longer in use and were retired off the books providing a loss of $96,026. In 2012, there was a loss on disposal of property and equipment of $60,057. | ||
j. LEASES | ||
The Company leases land and equipment. Leases are evaluated and classified as operating or capital leases for financial reporting purposes. The lease term used for lease evaluation related to the land includes option periods as the Company believes the option period can be reasonably assured and failure to exercise such option would result in an economic penalty. For equipment, option periods are included only in instances in which the exercise of the option period can be reasonably assured and failure to exercise such options would result in economic penalty. | ||
k. FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||
Level 1: Observable inputs such as quoted prices in active markets; | ||
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | ||
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||
At each of December 31, 2013 and 2012, the carrying amount of cash, accounts receivable, notes payable, and accounts payable and accrued liabilities approximates fair value because of the short maturity of these instruments. | ||
l. EARNINGS (LOSS) PER SHARE | ||
Basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Basic earnings per share is computed using the weighted average number of shares of common stock and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. The Company did not have any stock equivalent shares for the years ended December 31, 2013 and 2012. | ||
Loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding during the period. The weighted-average number of common shares used in the calculation of basic loss per share was 4,624,123 in 2013 and 4,522,123 in 2012, respectively. | ||
m. RECENT ACCOUNTING POLICIES | ||
The Company believes there was no new accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of the Company's financial statements. | ||
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's financials properly reflect the change. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Abstract] | ' | |
Leasehold improvements and equipment (Note 5) | ' | |
Leasehold improvements and equipment (Note 5) are stated at cost. Depreciation and amortization is provided for on a straight-line basis over the lesser of the lease term (including renewal periods, when the Company has both the intent and ability to extend the lease) or the following estimated useful lives of the assets: | ||
Furniture and equipment | 3-10 years | |
Leasehold improvements | 15-25 years |
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
RELATED PARTY TRANSACTIONS (Tables) [Abstract] | ' | ||||
The Company has various notes | ' | ||||
The Company has various notes and interest payable to the following entities as of December 31, 2013 and 2012: | |||||
2013 | 2012 | ||||
Various notes payable to Vaso Boreta | |||||
bearing 10% per annum and due on demand (1) | $ | 3,200,149 | $ | 3,200,149 | |
Note payable to BE Holdings 1, LLC, | |||||
bearing 10% per annum and due on demand (2) | |||||
100,000 | 100,000 | ||||
Various notes payable to SAGS, bearing 10% | |||||
per annum and due on demand (3) | 833,846 | 743,846 | |||
Various notes payable to the District Store, | |||||
bearing 10% per annum and due on demand (4) | 0 | 85,000 | |||
Notes payable to Ronald Boreta and John Boreta, bearing 10% per annum and due on demand (5) | 75,000 | 0 | |||
Note payable to BE III, LLC, bearing 10% | |||||
Per annum and due on demand (6) | 200,500 | 200,500 | |||
TOTAL | $ | 4,409,495 | $ | 4,329,495 | |
1) Vaso Boreta is the former Company's Chairman of the Board who passed away in October 2013. | |||||
2) BE Holdings1. LLC is owned by Ronald Boreta and John Boreta. | |||||
3) Saint Andrews is owned by Ronald Boreta and John Boreta. | |||||
4) The District Store is owned by Ronald Boreta and John Boreta | |||||
5) The Notes are in the principal amount of $37,500 each. | |||||
6) BE III, LLC is owned by Ronald Boreta and John Boreta. |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
PROPERTY AND EQUIPMENT (Tables) [Abstract] | ' | ||||||
Property and equipment included the | ' | ||||||
Property and equipment included the following as of December 31: | |||||||
2013 | 2012 | ||||||
-------------- | -------------- | ||||||
Furniture and Equipment | $ | 34,172 | $ | 33,346 | |||
Other Leasehold Improvement | 160,886 | 168,096 | |||||
Signage | - | 188,571 | |||||
Building | 252,445 | 252,866 | |||||
Land Improvements | 495,351 | 495,445 | |||||
Landscape Equipment | 52,057 | 32,497 | |||||
Other | 141,501 | 85,224 | |||||
Leased Equipment | 142,247 | 115,884 | |||||
-------------- | --------------- | ||||||
1,278,659 | 1,371,929 | ||||||
Less: Accumulated Depreciation | |||||||
(615,090 | ) | (702,488 | ) | ||||
$ | 663,569 | $ | 669,441 |
COMMITMENTS_Tables
COMMITMENTS (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
COMMITMENTS (Tables) [Abstract] | ' | ||
At December 31, 2013, minimum | ' | ||
At December 31, 2013, minimum future lease payments under non-cancelable operating leases are as follows: | |||
2013 | $ | 538,626 | |
2014 | 529,840 | ||
2015 | 529,840 | ||
2016 | 529,840 | ||
Thereafter | 3,098,029 | ||
$ | 5,226,175 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
INCOME TAXES (Tables) [Abstract] | ' | ||||
INCOME TAXES | ' | ||||
NOTE 7. INCOME TAXES | |||||
Income tax expense (benefit) consists of the following: | 2013 | 2012 | |||
Current tax | $(64,814) | $(96,217) | |||
Deferred tax | (247,378) | (208,121) | |||
Valuation allowance | 312,192 | 304,338 | |||
$ - | $ - | ||||
2013 | 2012 | ||||
Deferred tax liabilities: | |||||
(167,049) | (173,312) | ||||
Temporary differences related to: | |||||
Depreciation | |||||
Deferred tax assets: | |||||
Net operating loss carry forward | 4,694,585 | 4,633,802 | |||
Related Party interest | 1,836,267 | 1,692,634 | |||
Other | - | - | |||
6,363,802 | 6,153,124 | ||||
Net deferred tax asset before | |||||
valuation allowance | |||||
Valuation Allowance | (6,363,802) | (6,153,124) | |||
$ - | $ - | ||||
2013 | 2012 | ||||
Income tax at federal rate | 35.00% | 35.00% | |||
Permanent differences | -35.00% | -35.00% | |||
Effective income tax rate | 0.00% | 0.00% |
ORGANIZATIONAL_STRUCTURE_AND_B1
ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION (Details Text) | Dec. 31, 2013 |
ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION [Abstract] | ' |
(bAASPb) include the accounts of AASP and its 51% owned subsidiary, All-American Golf Center, Inc | 51.00% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Text) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Abstract] | ' | ' |
Advertising costs charged to continuing operations amounted to $21,300 and $222,849 in 2013 and 2012, respectively | $21,300 | $222,849 |
In 2012, our agreement with Callaway Golf Company was that the amount, up to $250,000 in advertising is then reimbursed by the Saint Andrews Golf Shop, per the Callaway Golf Agreement of 2010 leaving a net amount of $0 on the books for 2012. | 0 | 250,000 |
In 2013 after a thorough review of all fixed assets, it was determined that several assets were no longer in use and were retired off the books providing a loss of $96,026. In 2012, there was a loss on disposal of $60,057 | ($96,026) | ($60,057) |
GOING_CONCERN_Details_Text
GOING CONCERN (Details Text) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
GOING CONCERN [Abstract] | ' | ' | ' |
As shown in the accompanying consolidated financial statements, for 2013, the Company had net loss of $897,687 | ($897,687) | ($874,593) | ' |
As of December 31, 2013, the Company had a working capital deficit of $11,918,811 | 11,918,811 | ' | ' |
and a shareholders' equity deficiency of $12,024,568. | ($12,024,568) | ($11,136,987) | ($10,262,394) |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
RELATED PARTY NOTES [Abstract] | ' | ' |
Notes payable bearing 10% Per annum and due on demand | $4,409,495 | $4,329,495 |
TOTAL | 4,409,495 | 4,329,495 |
Vaso Boreta Member | ' | ' |
RELATED PARTY NOTES [Abstract] | ' | ' |
Notes payable bearing 10% Per annum and due on demand | 3,200,149 | 3,200,149 |
TOTAL | 3,200,149 | 3,200,149 |
BE Holdings [Member] | ' | ' |
RELATED PARTY NOTES [Abstract] | ' | ' |
Notes payable bearing 10% Per annum and due on demand | 100,000 | 100,000 |
TOTAL | 100,000 | 100,000 |
SAGS [Member] | ' | ' |
RELATED PARTY NOTES [Abstract] | ' | ' |
Notes payable bearing 10% Per annum and due on demand | 833,846 | 743,846 |
TOTAL | 833,846 | 743,846 |
District Stores [Member] | ' | ' |
RELATED PARTY NOTES [Abstract] | ' | ' |
Notes payable bearing 10% Per annum and due on demand | 0 | 85,000 |
TOTAL | 0 | 85,000 |
Ronald and John Boreta | ' | ' |
RELATED PARTY NOTES [Abstract] | ' | ' |
Notes payable bearing 10% Per annum and due on demand | 75,000 | 0 |
TOTAL | 75,000 | 0 |
BE III [Member] | ' | ' |
RELATED PARTY NOTES [Abstract] | ' | ' |
Notes payable bearing 10% Per annum and due on demand | 200,500 | 200,500 |
TOTAL | $200,500 | $200,500 |
RELATED_PARTY_TRANSACTIONS_Det1
RELATED PARTY TRANSACTIONS (Details Text) (USD $) | 12 Months Ended | 60 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2017 | Jun. 15, 2012 | |
RELATED PARTY TRANSACTIONS (Tables) [Abstract] | ' | ' | ' | ' |
Amounts allocated to these related parties by the Company approximated $35,081 and $80,806 for the years ended December 31, 2013 and 2012, respectively | $35,081 | $80,806 | ' | ' |
The net amount due to these stores totaled $1,539,045 and $1,416,803 as of December 31, 2013 and 2012, respectively | 1,539,045 | 1,416,803 | ' | ' |
In 2012 the Company wrote off debt of $90,534 owed to it by St | ' | 90,534 | ' | ' |
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 our outstanding loan due to Saint Andrews Golf Shop, Ltd | ' | ' | ' | 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 our outstanding loan due to Saint 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 |
Interest expense on related party notes totaled $529,922 and $427,486 for the years ended December 31, 2013 and 2012, respectively. | 529,922 | 427,486 | ' | ' |
As of December 31, 2013 and 2012, accrued interest payable - related parties related to the notes payable - related parties totaled $5,400,781 and $4,978,335, respectively. | 5,400,781 | 4,978,335 | ' | ' |
During 2013, John Boreta received compensation of $81,000 for his services in that capacity, which includes an auto allowance of $6,000 | 81,000 | ' | ' | ' |
He also received medical compensation of $11,544 | 11,544 | ' | ' | ' |
Boreta, the Company's President, and Chief Executive Officer, pursuant to which he received a base salary that was increased to $120,000 beginning the year ended December 31, 1996 | 120,000 | 120,000 | ' | ' |
The first is the Saint Andrews Golf Shop that occupies approximately 4,300 square feet for golf retail sales and pays a fixed monthly rent that includes a prorated portion of maintenance and property tax expenses of $13,104 for its retail and office space | ' | ' | 13,104 | ' |
For the years ended December 31, 2013 and 2012, the Company recognized rental income totaling $163,800 and $160,020 respectively. | $163,800 | $160,020 | ' | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
PROPERTY AND EQUIPMENT [Abstract] | ' | ' |
Furniture and Equipment | $34,172 | $33,346 |
Other Leasehold Improvement | 160,886 | 168,096 |
Signage | ' | 188,571 |
Building | 252,445 | 252,866 |
Land Improvements | 495,351 | 495,445 |
Landscape Equipment | 52,057 | 32,497 |
Other | 141,501 | 85,224 |
Leased Equipment | 142,247 | 115,884 |
Property and Equipment, Gross | 1,278,659 | 1,371,929 |
Less: Accumulated Depreciation | 615,090 | 702,488 |
Property and Equipment, Net | $663,569 | $669,441 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Text) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
PROPERTY AND EQUIPMENT [Abstract] | ' | ' |
Depreciation expenses totaled $111,321and $108,669 for the years ended December 31, 2013 and 2012, respectively. | $111,321 | $108,669 |
COMMITMENTS_Details_1
COMMITMENTS (Details 1) (USD $) | Dec. 31, 2013 |
At December 31, 2013, minimum future lease payments under non-cancelable operating leases are as follows: | ' |
2014 | $529,840 |
2015 | 529,840 |
2016 | 529,840 |
2017 | 543,086 |
Thereafter | 2,768,416 |
Total | $4,901,024 |
COMMITMENTS_Details_Text
COMMITMENTS (Details Text) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
COMMITMENTS [Abstract] | ' | ' |
Total rent expense for all operating leases were $538,626 for 2013 and $493,715 for 2012. | $538,626 | $493,715 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred Income Taxes and Other Assets [Abstract] | ' | ' |
Current tax | ($64,814) | ($96,217) |
Deferred tax | -247,378 | -208,121 |
Valuation allowance | 312,192 | 304,338 |
Net tax benefit | 0 | 0 |
Deferred tax assets: | ' | ' |
Net operating loss carry forward | 4,694,585 | 4,633,802 |
Related Party interest | 1,836,267 | 1,692,634 |
Net deferred tax asset before valuation allowance | 6,363,802 | 6,153,124 |
Valuation Allowance | -6,363,802 | -6,153,124 |
Deferred Tax Assets , net | 0 | 0 |
Income tax at federal rate | 35 | 35 |
Permanent differences | -35 | -35 |
Effective income tax rate | $0 | $0 |
INCOME_TAXES_Details_Text
INCOME TAXES (Details Text) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
INCOME TAXES [Abstract] | ' | ' |
As of December 31, 2013 and 2012, the Company has available for income tax purposes approximately $21.0 and $20.0 million respectively in federal net operating loss carry forwards, which may be available to offset future taxable income | $21,000,000 | $20,000,000 |
A 100% valuation allowance has been effectively established against the net deferred tax asset since it appears more likely than not that it will not be realized. | $0 | $0 |
CAPITAL_STOCK_STOCK_OPTIONS_AN1
CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES (Details Text) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES [Abstract] | ' |
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 |