Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 20, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | ALL AMERICAN SPORTPARK INC | ||
Entity Central Index Key | 930,245 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 885,000 | ||
Entity Common Stock, Shares Outstanding | 5,624,123 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Prepaid expenses and other current assets | $ 38 | $ 272 |
Assets held for sale | 565,215 | |
Total current assets | 38 | 565,487 |
Property and equipment, net of accumulated depreciation of $11,386 and $10,337, respectively | 306 | 1,355 |
Total Assets | 344 | 566,842 |
Current liabilities: | ||
Accounts payable and accrued expenses | 45,129 | 307,743 |
Notes payable- related parties | 3,300,149 | |
Due to related parties | 61,824 | 1,213,066 |
Accrued interest payable-related party | 5,336,995 | |
Liabilities held for sale | 3,725,448 | |
Total current liabilities | 106,953 | 13,883,401 |
Commitments and Contingencies | ||
Deficit: | ||
Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2016 and 2015, respectively | ||
Common stock, $0.001 par value, 50,000,000 shares authorized, 5,624,123 and 4,624,123 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 5,624 | 4,624 |
Prepaid equity-based compensation | (944) | |
Additional paid-in capital | 28,685,503 | 14,408,270 |
Accumulated deficit | (28,797,736) | (28,169,696) |
Total All-American SportPark, Inc. stockholders' deficit | (106,609) | (13,757,746) |
Non-controlling interest in subsidiary | 441,187 | |
Total stockholders' deficit | (106,609) | (13,316,559) |
Total Liabilities and Deficit | $ 344 | $ 566,842 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock. authorized | 10,000,000 | 10,000,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, authorized | 50,000,000 | 50,000,000 |
Common Stock, issued | 5,624,123 | 4,624,123 |
Common Stock, outstanding | 5,624,123 | 4,624,123 |
Property And Equipment, accumulated depreciation | $ 11,386 | $ 10,337 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expenses: | ||
General and administrative | $ 354,536 | $ 352,751 |
Depreciation and amortization | 1,049 | 1,910 |
Total expenses | 355,585 | 354,661 |
Loss from operations | (355,585) | (354,661) |
Other expense | ||
Interest expense | (309,527) | (409,528) |
Total other expense | (309,527) | (409,528) |
Net loss before provision for income tax | (665,112) | (764,379) |
Provision for income tax expense | ||
Loss from continuing operations | (665,112) | (764,189) |
Income from discontinued operations | 37,072 | 87,842 |
Net loss | (628,040) | (676,347) |
Net income attributable to non-controlling interest | 43,043 | |
Net loss attributable to All-American SportPark, Inc. | $ (628,040) | $ (719,390) |
Weighted average number of common shares outstanding - basic and fully diluted | 4,826,309 | 4,624,123 |
Basic and diluted net loss per common share from continuing operations | $ (0.14) | $ (0.17) |
Basic and diluted net income per common share from discontinued operations | 0.01 | 0.02 |
Net loss per share - basic and fully diluted | $ (0.13) | $ (0.15) |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Deficit - USD ($) | Common Stock | Prepaid Equity Based Compensation [Member] | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Stockholders' Equity at Dec. 31, 2014 | $ 4,624 | $ (4,626) | $ 1,408,270 | $ (27,450,306) | $ 398,144 | $ (12,643,894) |
Stockholders' Equity (shares) at Dec. 31, 2014 | 4,624,123 | |||||
Amortization of prepaid equity based compensation | $ 3,682 | |||||
Transfer Agreement | ||||||
Transfer Agreement (shares) | ||||||
Net Loss | $ (719,390) | $ 43,043 | $ (676,347) | |||
Stockholders' Equity at Dec. 31, 2015 | $ 4,624 | (944) | 14,408,270 | (28,169,696) | 441,187 | (13,316,559) |
Stockholders' Equity (shares) at Dec. 31, 2015 | 4,624,123 | |||||
Amortization of prepaid equity based compensation | 944 | 944 | ||||
Transfer Agreement | $ 1,000 | 14,277,233 | (441,187) | 13,837,046 | ||
Transfer Agreement (shares) | 1,000,000 | |||||
Net Loss | (628,040) | (628,040) | ||||
Stockholders' Equity at Dec. 31, 2016 | $ 5,624 | $ 28,685,503 | $ (28,797,736) | $ (106,609) | ||
Stockholders' Equity (shares) at Dec. 31, 2016 | 5,624,123 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (665,112) | $ (764,379) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||
Depreciation expense | 1,049 | 1,909 |
Stock-based compensation | 944 | 3,682 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 234 | 1,356 |
Cash in excess of available funds | (5,553) | |
Accounts payable and accrued expenses | 79,886 | 4,055 |
Accounts Payable and accrued expense - related parties | 263,507 | 340,475 |
Net cash provided by (used in) operating activities | (319,492) | (418,265) |
Cash flows from investing activities | ||
Cash flows from financing activities | ||
Proceeds from related parties | 110,937 | 521,159 |
Payments on notes payable - related parties | (106,550) | |
Net cash provided by financing activities | 110,937 | 414,609 |
Cash flows from discontinued operations | ||
Net cash provided by operating activities | 191,447 | 465,220 |
Net cash used in investing activities | (6,830) | (36,240) |
Net cash used in financing activities | (23,938) | (425,324) |
Net Cash provided by discontinued operations | 208,555 | 3,656 |
Net Increase in cash | ||
Cash, beginning of period | ||
Cash, end of period | ||
Cash Paid for Interest | 43,926 | |
Transfer Agreement | ||
Liabilities released | 10,505,330 | |
Assets held for sale transferred out | (499,847) | |
Liabilities held for sale transferred out | 3,831,563 | |
Non-controlling interest | $ 441,187 |
Organizational Structure And Ba
Organizational Structure And Basis Of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organizational Structure And Basis Of Presentation | NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION a. On October 18, 2016, All-American Sportpark, LLC (“AASP” or the “Company”) completed the closing of the Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the Company now has no or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Securities Exchange Act . The Company currently has no employees. b. PRINCIPLES OF CONSOLIDATION The consolidated financial statements of All-American SportPark, Inc. (“AASP”) included herein, presented in accoradance with United States generally accepted accounting principles and stated in US dollars, include the accounts of AASP and its 51% owned subsidiary, All-American Golf Center, Inc. (“AAGC”), collectively the “Company” through October 18, 2016. All significant intercompany accounts and transactions have been eliminated. The Company’s business operations consisting solely of the TaylorMade Golf Experience (“TMGE”) are included in AAGC. On June 10, 2016, the Company entered into a Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John Boreta (the “Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for the cancellation of promissory notes held by the Boretas and accrued interest of $8,864,255. In connection with the closing of the Transfer Agreement, AAGC assumed the obligation of the Company to pay Ronald Boreta for deferred salary of $342,500. In addition, AAGC cancelled $4,267,802 in advances previously made by it to the Company to fund its operations. Also in connection with the closing of the Transfer Agreement, entities controlled by the Boretas cancelled $1,286,702 owed to them by the Company. In addition, the Company cancelled $24,523 of amounts due from entities controlled by the Boretas. Also, as a result of the Transfer Agreement, on October 18, 2016, the Company derecognized the assets and liabilities of AAGC. The sale and transfer of the Company’s 51% interest in AAGC to the controlling shareholders of the Company is a common control transaction and recorded at book value. Any difference between the proceeds received by the Company and the book value of assets and liabilities of AAGC, cancellation of promissory notes and accrued interest, assumption of deferred salary, cancellation of amounts due to and due from entities controlled by the Boretas is recognized as a capital transaction with no gain or loss recorded. The assets and liabilities transferred and debts cancelled and assumed is summarized below: AASP AAGC Total Accounts receivable $ — $ 23,080 $ 23,080 Prepaid expenses and other current — 32,992 32,992 Property and equipment, net — 443,775 443,775 Cash is excess of available funds — -34,405 -34,405 Accounts payable and accrued expenses -309,979 -309,979 Accounts payable and accrued expenses – related party (342,500) -214,063 -556,563 Deferred revenue — -171,345 -171,345 Notes payable – related party -3,300,149 -1,034,077 -4,334,226 Due to related party -1,262,179 -554,022 -1,816,201 Capital lease obligation — -41,381 -41,381 Accrued interest payable – related party -5,600,502 -946,513 -6,547,015 Intercompany account -4,267,802 4,267,802 — Deferred rent liability — -525,778 -525,778 Issuance of 1,000,000 shares of common stock of the Company 1,000 — 1,000 Non-controlling interest — -441,187 -441,187 Increase in additional paid-in capital 14,772,132 -494,899 14,277,233 $ — $ — $ — As a result of the closing of the Transfer Agreement, the Company now has no or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Exchange Act. As of December 31, 2016 the business activities of AAGC are classified as held for sale in accordance with ASC 205-20 ”Discontinued operation” The following tables summarize the results from discontinued operations: Period Ended October 18, 2016 Year Ended December 31, 2015 Revenue $ $ 1,491,832 $ 1,850,323 Revenue – related party 79,167 166,779 Total revenue 1,570,999 2,017,102 Cost of revenue 437,566 620,296 Gross profit 1,133,433 1,396,806 Selling, general, administrative and depreciation 991,654 1,187,983 Loss from discontinued operations 141,779 208,823 Interest expense (104,707 ) (120,981 ) Income from discontinued operations before provision for income tax tataax inciincome taxes 37,072 87,842 (Provision) benefit for income taxes - - Net income of AAGC $ $ 37,072 $ 87,842 December 31 2015 Assets Current assets: Accounts receivable $ 18,339 Prepaid expenses and other current assets 20,857 Total current assets 39,196 Property and equipment, net 526,019 Total assets $ 565,215 Liabilities and Stockholders’ Deficit Current liabilities: Cash in excess of available funds $ 29,368 Accounts payable and accrued expenses 13,640 Accounts payable and accrued expenses – related party 452,317 Current portion of deferred revenue 125,000 Current portion of notes payable – related party 999,077 Current portion of due to related parties 511,220 Current portion of capital lease obligation 32,082 Accrued interest payable – related party 868,683 Total current liabilities 3,031,387 Capital lease obligation 33,623 Deferred revenue 100,000 Deferred rent liability 560,438 Total long-term liabilities 694,061 TOTAL LIABILITIES 3,725,448 CARRYING VALUE OF AAGC $ (3,160,233 ) c. BUSINESS ACTIVITIES At this time, the Company’s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to the Company by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act. The Company will not restrict our search to any specific business or geographical location. d. RECLASSIFICATIONS Certain reclassifications have been made in prior periods’ financial statements to conform to classifications used in the current period. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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 . The Company accounts for all compensation related to stock, options or warrants in accordance with ASC topic 718 “Compensation- stock compensation” which requires companies to recognize in statement of operation 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 $54,195 and $36,562 for the year ended December 31, 2016 and 2015, respectively. f. REVENUES The Company primarily earned revenue from golf course green fees, driving range ball rentals and golf club and cart rentals, which were recognized when received as payments for the services provided. The Company also received marketing revenue associated with the Taylor Made Agreement that they realized 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 was 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 and check processing fees. h. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses consisted principally of management, accounting and other administrative employee payroll and benefits, land lease expense, utilities, landscape maintenance costs, and other expenses ( e.g. 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. j. LEASES The Company has leased 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 ASC-820 “Fair Value Measurement” 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, 2016 and 2015, the carrying amount of cash, notes payable, and accounts payable and accrued liabilities approximates fair value because of the short maturity of these instruments. l. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, the determination of the provision for income taxes, the fair value of stock-based compensation, and valuation of intangible assets. The Company bases the estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates. m. EARNINGS (LOSS) PER SHARE Basic earnings (loss) 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, 2016 and 2015. 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 4,826,309 in 2016 and 4,624,123 in 2015, respectively. n. 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. o. BASIS OF PRESENATION The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [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 2016, the Company had net loss of $628,040. As of December 31, 2016, the Company had a working capital deficit of $106,915 and a stockholders' deficiency of $106,609. The Company’s management believes that its operations may not be sufficient to fund operating cash needs and debt service requirements over at least the next 12 months. As described in Note 1, the Company’s Board of Directors determined that it was in the best interests of the Company to enter into the Transfer Agreement with the Boretas. The closing of that agreement would result in the elimination of nearly all of the debt of the Company. However, after the closing, the Company would have no significant assets and would continue to depend on affiliates to provide funds to pay its ongoing expenses. These factors raise substantial doubt about the company’s ability to continue as a going concern within one year after the date that the financials are issued. 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 RELATED PARTY TRANSACTIONS Prior to October 18, 2016, the Company’s employees provided administrative/accounting support for three golf retail stores, named Saint Andrews Golf Shop ("SAGS"), Las Vegas Golf and Tennis ("Boca Store") and Las Vegas Golf and Tennis Superstore (“Westside 15 Store”), owned by Ronald Boreta, the Company's President, and his brother, John Boreta, a Director of the Company. The SAGS store is the retail tenant in the TMGE. Administrative/accounting payroll and employee benefits expenses were allocated based on an annual review of the personnel time expended for each entity. Amounts allocated to these related parties by the Company were $21,744 and $20,925 for the years ended December 31, 2016 and 2015, respectively. The Company recorded 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 and 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 $61,824 and $1,724,286 as of December 31, 2016 and 2015, respectively. The amount for 2015 included $511,220 related to the discontinued operations. The amounts were 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. Through October 18, 2016, both Ronald Boreta and John Boreta continued to defer half of their monthly salaries until the Company is in a more positive financial state. The amounts deferred for the years ended December 31, 2016 and 2015 were $85,000 and $97,500, respectively. The obligations to pay the deferred salaries were assumed by AAGC in connection with the closing of the Transfer Agreement. Notes and Interest Payable to Related Parties: The Company had various notes and interest payable to the following entities as of December 31, 2016, and December 31, 2015, respectively: 2016 2015 From Continuing Operations: Various notes payable to Vaso Boreta bearing interest rate of 10% per annum and due on demand (1) $ - $ 3,200,149 Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing interest rate of 10% per annum and due on demand (2) - 100,000 Total from continuing operations $ - $ 3,300,149 From Discontinued Operations: Various notes payable to SAGS, bearing interest rate of 10% per annum and due on demand (3) $ - $ 704,656 Various short term notes payable to the Westside 15 Store, bearing interest rate of 10% per annum and due on demand (4) - 93,921 Note payable to BE III, LLC bearing interest rate of 10% per annum and due on demand (5) - 200,500 Total from discontinued operations 999,077 Total $ - $ 4,299,226 1) Vaso Boreta is the former Chairman of the Board of the Company who passed away in October 2013. 2) BE Holdings 1, LLC is owned by Ronald Boreta and John Boreta. 3) Saint Andrews Golf Shop is owned by Ronald Boreta and John Boreta. 4) The Westside 15 Store is owned by Ronald Boreta and John Boreta 5) 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, 2016 were due and payable upon demand. As of December 31, 2016 and 2015, accrued interest payable - related parties related to the notes payable – related parties totaled $0 and $6,205,675, respectively . Lease to SAGS AAGC subleases space in the clubhouse to SAGS. Base rent includes $13,104 per month through July 2013 with a 5% increase for each of two 5-year options to extend in July 2013 and July 2017. For the years ending December 31, 2016 and 2015, the Company recognized rental income totaling $163,800 and $163,800, respectively which in now part of the discontinued operations included under Liabilities held for sale. |
Property And Equipment
Property And Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment included the following as of December 31: 2016 2015 -------------- -------------- Furniture and Equipment $ 11,692 $ 11,692 -------------- --------------- 11,692 11,692 Less: Accumulated Depreciation 11,386 10,337 $ 306 $ 1,355 Depreciation expenses totaled $1,049 and $1,910 for the years ended December 31, 2016 and 2015, respectively. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6 COMMITMENTS The Company has no commitments as of December 31, 2016 due to the closing of the Transfer Agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7. INCOME TAXES The provision for income tax consists of the following : 2016 2015 Net operating loss carryforward 20,596,578 14,570,194 Related Party interest 6,918,509 6,505,675 Depreciation, amortization and other (308,000) (479,291) Net operating loss carryforward 27,207,087 20,596,578 Net deferred tax assets 9,522,480 7,208,802 Valuation allowance (9,522,480) 7,208,802) Net deferred tax assets - - 2016 2015 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, 2016 and 2015, the Company had available for income tax purposes approximately $27 million and $21 million respectively in federal net operating loss carry forwards, which may be available to offset future taxable income. These loss carry forwards expire in 2021 through 2034. 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, A
Capital Stock, Stock Options, And Incentives | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Capital Stock, Stock Options, And Incentives | NOTE 8. CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES PREFERRED STOCK Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2016 and 2015, respectively. The Company’s Board of Directors shall determine the rights, preferences, privileges and restrictions of the preferred stock, including dividends rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series. COMMON STOCK Common stock, $0.001 par value, 50,000,000 shares authorized, 5,624,123 and 4,624,123 shares issued and outstanding as of December 31, 2016 and 2015, respectively. On October 18, 2016 1,000,000 shares of the Company’s common stock were issued to the Boretas, in exchange for the cancellation of promissory notes and other debts owed to the Boretas and the interest accrued. 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 vested in full at the end of two years from the date of grant for the director. The restricted common stock granted to the employee vested in full at the end of three years from the date of grant. The Company recorded prepaid stock-based compensation of $13,600 representing the estimated fair value on the date of grant, and amortized the fair market value of the shares to compensation expense ratably over the two and three year vesting periods. No additional shares were issued in 2015 and 2016. Total amortization of pre -paid equity compensation is $944 and $3,682 as of December 31, 2016 and 2015 respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 SUBSEQUENT EVENTS Management has evaluated all subsequent events through the date of the filing and determined that there were none. |
Summary Of Significant Accoun16
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Cash And Cash Equivalents | 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. |
Income Taxes | 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. |
Stock-Based Compensation | c . The Company accounts for all compensation related to stock, options or warrants in accordance with ASC topic 718 “Compensation- stock compensation” which requires companies to recognize in statement of operation 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. |
Leasehold Improvements And Equipment | 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 |
Advertising | e. ADVERTISING The Company expenses advertising costs as incurred. Advertising costs charged to continuing operations amounted to $54,195 and $36,562 for the year ended December 31, 2016 and 2015, respectively. |
Revenues | f. REVENUES The Company primarily earned revenue from golf course green fees, driving range ball rentals and golf club and cart rentals, which were recognized when received as payments for the services provided. The Company also received marketing revenue associated with the Taylor Made Agreement that they realized equally on a monthly basis over the life of the agreement. Lease and sponsorship revenues are recognized as appropriate when earned. |
Cost Of Revenues | g. COST OF REVENUES Cost of revenues was 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 and check processing fees. |
General And Administrative Expenses | h. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses consisted principally of management, accounting and other administrative employee payroll and benefits, land lease expense, utilities, landscape maintenance costs, and other expenses ( e.g. |
Impairment Of Long-Lived Assets | 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. |
Leases | j. LEASES The Company has leased 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. |
Fair Value Of Financial Instruments | k. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company adopted the ASC-820 “Fair Value Measurement” 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, 2016 and 2015, the carrying amount of cash, notes payable, and accounts payable and accrued liabilities approximates fair value because of the short maturity of these instruments. |
Use of Estimates | l. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, the determination of the provision for income taxes, the fair value of stock-based compensation, and valuation of intangible assets. The Company bases the estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates. |
Earnings (Loss) Per Share | m. EARNINGS (LOSS) PER SHARE Basic earnings (loss) 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, 2016 and 2015. 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 4,826,309 in 2016 and 4,624,123 in 2015, respectively. |
Recent Accounting Policies | n. 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. |
Basis of Presentation | o. BASIS OF PRESENATION The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). |
Organizational Structure And 17
Organizational Structure And Basis Of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Assets And Liabilities Transferred And Debts Cancelled And Assumed | AASP AAGC Total Accounts receivable $ — $ 23,080 $ 23,080 Prepaid expenses and other current — 32,992 32,992 Property and equipment, net — 443,775 443,775 Cash is excess of available funds — -34,405 -34,405 Accounts payable and accrued expenses -309,979 -309,979 Accounts payable and accrued expenses – related party (342,500) -214,063 -556,563 Deferred revenue — -171,345 -171,345 Notes payable – related party -3,300,149 -1,034,077 -4,334,226 Due to related party -1,262,179 -554,022 -1,816,201 Capital lease obligation — -41,381 -41,381 Accrued interest payable – related party -5,600,502 -946,513 -6,547,015 Intercompany account -4,267,802 4,267,802 — Deferred rent liability — -525,778 -525,778 Issuance of 1,000,000 shares of common stock of the Company 1,000 — 1,000 Non-controlling interest — -441,187 -441,187 Increase in additional paid-in capital 14,772,132 -494,899 14,277,233 $ — $ — $ — |
Summarize The Results From Discontinued Operations | Period Ended October 18, 2016 Year Ended December 31, 2015 Revenue $ $ 1,491,832 $ 1,850,323 Revenue – related party 79,167 166,779 Total revenue 1,570,999 2,017,102 Cost of revenue 437,566 620,296 Gross profit 1,133,433 1,396,806 Selling, general, administrative and depreciation 991,654 1,187,983 Loss from discontinued operations 141,779 208,823 Interest expense (104,707 ) (120,981 ) Income from discontinued operations before provision for income tax tataax inciincome taxes 37,072 87,842 (Provision) benefit for income taxes - - Net income of AAGC $ $ 37,072 $ 87,842 December 31 2015 Assets Current assets: Accounts receivable $ 18,339 Prepaid expenses and other current assets 20,857 Total current assets 39,196 Property and equipment, net 526,019 Total assets $ 565,215 Liabilities and Stockholders’ Deficit Current liabilities: Cash in excess of available funds $ 29,368 Accounts payable and accrued expenses 13,640 Accounts payable and accrued expenses – related party 452,317 Current portion of deferred revenue 125,000 Current portion of notes payable – related party 999,077 Current portion of due to related parties 511,220 Current portion of capital lease obligation 32,082 Accrued interest payable – related party 868,683 Total current liabilities 3,031,387 Capital lease obligation 33,623 Deferred revenue 100,000 Deferred rent liability 560,438 Total long-term liabilities 694,061 TOTAL LIABILITIES 3,725,448 CARRYING VALUE OF AAGC $ (3,160,233 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Notes and Interest Payable to Related Parties | 2016 2015 From Continuing Operations: Various notes payable to Vaso Boreta bearing interest rate of 10% per annum and due on demand (1) $ - $ 3,200,149 Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing interest rate of 10% per annum and due on demand (2) - 100,000 Total from continuing operations $ - $ 3,300,149 From Discontinued Operations: Various notes payable to SAGS, bearing interest rate of 10% per annum and due on demand (3) $ - $ 704,656 Various short term notes payable to the Westside 15 Store, bearing interest rate of 10% per annum and due on demand (4) - 93,921 Note payable to BE III, LLC bearing interest rate of 10% per annum and due on demand (5) - 200,500 Total from discontinued operations 999,077 Total $ - $ 4,299,226 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | 2016 2015 -------------- -------------- Furniture and Equipment $ 11,692 $ 11,692 -------------- --------------- 11,692 11,692 Less: Accumulated Depreciation 11,386 10,337 $ 306 $ 1,355 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense Benefit | 2016 2015 Net operating loss carryforward 20,596,578 14,570,194 Related Party interest 6,918,509 6,505,675 Depreciation, amortization and other (308,000) (479,291) Net operating loss carryforward 27,207,087 20,596,578 Net deferred tax assets 9,522,480 7,208,802 Valuation allowance (9,522,480) 7,208,802) Net deferred tax assets - - 2016 2015 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 21
Organizational Structure And Basis Of Presentation (Detail) - Assets And Liabilities Transferred - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid expenses and other current | $ 38 | $ 272 |
Property and equipment, net | 306 | 1,355 |
Accounts payable and accrued expenses | 45,129 | 307,743 |
Due to related party | 61,824 | 1,213,066 |
Issuance of 1,000,000 shares of common stock of the Company | 5,624 | 4,624 |
Non-controlling interest | 441,187 | |
Increase in additional paid-in capital | 28,685,503 | $ 14,408,270 |
AASP [Member] | ||
Accounts receivable | ||
Prepaid expenses and other current | ||
Property and equipment, net | ||
Cash is excess of available funds | ||
Accounts payable and accrued expenses | ||
Accounts payable and accrued expenses - related party | (342,500) | |
Deferred revenue | ||
Notes payable - related party | (3,300,149) | |
Due to related party | (1,262,179) | |
Capital lease obligation | ||
Accrued interest payable - related party | (5,600,502) | |
Intercompany account | (4,267,802) | |
Deferred rent liability | ||
Issuance of 1,000,000 shares of common stock of the Company | 1,000 | |
Non-controlling interest | ||
Increase in additional paid-in capital | 14,772,132 | |
AAGC [Member] | ||
Accounts receivable | 23,080 | |
Prepaid expenses and other current | 32,992 | |
Property and equipment, net | 443,775 | |
Cash is excess of available funds | (34,405) | |
Accounts payable and accrued expenses | (309,979) | |
Accounts payable and accrued expenses - related party | (214,063) | |
Deferred revenue | (171,345) | |
Notes payable - related party | (1,034,077) | |
Due to related party | (554,022) | |
Capital lease obligation | (41,381) | |
Accrued interest payable - related party | (946,513) | |
Intercompany account | 4,267,802 | |
Deferred rent liability | (525,778) | |
Issuance of 1,000,000 shares of common stock of the Company | ||
Non-controlling interest | (441,187) | |
Increase in additional paid-in capital | (494,899) | |
Total [Member] | ||
Accounts receivable | 23,080 | |
Prepaid expenses and other current | 32,992 | |
Property and equipment, net | 443,775 | |
Cash is excess of available funds | (34,405) | |
Accounts payable and accrued expenses | (309,979) | |
Accounts payable and accrued expenses - related party | (556,563) | |
Deferred revenue | (171,345) | |
Notes payable - related party | (4,334,226) | |
Due to related party | (1,816,201) | |
Capital lease obligation | (41,381) | |
Accrued interest payable - related party | (6,547,015) | |
Intercompany account | ||
Deferred rent liability | (525,778) | |
Issuance of 1,000,000 shares of common stock of the Company | 1,000 | |
Non-controlling interest | (441,187) | |
Increase in additional paid-in capital | $ 14,277,233 |
Organizational Structure And 22
Organizational Structure And Basis Of Presentation (Detail) - Summarize The Results From Discontinued Operations - USD ($) | 10 Months Ended | 12 Months Ended | |
Oct. 18, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selling, general, administrative and depreciation | $ (309,527) | $ (409,528) | |
Loss from discontinued operations | 37,072 | 87,842 | |
Interest expense | 309,527 | 409,528 | |
Net loss before provision for income tax | (665,112) | (764,379) | |
(Provision) benefit for income taxes | |||
Net income of AAGC | 37,072 | 87,842 | |
Current assets: | |||
Prepaid expenses and other current assets | 38 | 272 | |
Total current assets | 38 | 565,487 | |
Property and equipment, net | 306 | 1,355 | |
Total assets | 344 | 566,842 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 45,129 | 307,743 | |
Current portion due to related parties | 61,824 | 1,213,066 | |
Accrued interest payable - related party | 5,336,995 | ||
Total current liabilities | 106,953 | 13,883,401 | |
CARRYING VALUE OF AAGC | $ (106,609) | (13,757,746) | |
Discontinued Operations [Member] | |||
Revenue | $ 1,491,832 | 1,850,323 | |
Revenue - related party | 79,167 | 166,779 | |
Total revenue | 1,570,999 | 2,017,102 | |
Cost of revenue | 437,566 | 620,296 | |
Gross profit | 1,133,433 | 1,396,806 | |
Selling, general, administrative and depreciation | 991,654 | 1,187,983 | |
Loss from discontinued operations | 37,072 | 87,842 | |
Interest expense | (104,707) | (120,981) | |
Net loss before provision for income tax | 37,072 | 87,842 | |
(Provision) benefit for income taxes | |||
Net income of AAGC | $ 37,072 | 87,842 | |
Current assets: | |||
Accounts receivable | 18,339 | ||
Prepaid expenses and other current assets | 20,857 | ||
Total current assets | 39,196 | ||
Property and equipment, net | 526,019 | ||
Total assets | 565,215 | ||
Current liabilities: | |||
Cash in excess of available funds | 29,368 | ||
Accounts payable and accrued expenses | 13,640 | ||
Accounts payable and accrued expenses - related party | 452,317 | ||
Current portion of deferred revenue | 125,000 | ||
Current portion of notes payable - related party | 999,077 | ||
Current portion due to related parties | 511,220 | ||
Current portion of capital lease obligation | 32,082 | ||
Accrued interest payable - related party | 868,683 | ||
Total current liabilities | 3,031,387 | ||
Capital lease obligation | 33,623 | ||
Deferred revenue | 100,000 | ||
Deferred rent liability | 560,438 | ||
Total long-term liabilities | 694,061 | ||
TOTAL LIABILITIES | 3,725,448 | ||
CARRYING VALUE OF AAGC | $ (3,160,233) |
Related Party Transactions (Det
Related Party Transactions (Detail) - Notes and Interest Payable to Related Parties - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes Payable, current and non-current | $ 3,300,149 | |
Continuing Operations [Member] | ||
Notes Payable, current and non-current | 3,300,149 | |
Continuing Operations [Member] | Vaso Boreta [Member] | ||
Notes Payable, current and non-current | $ 3,200,149 | |
Notes Payable, interest | 10.00% | 10.00% |
Continuing Operations [Member] | BE Holdings 1, LLC [Member] | ||
Notes Payable, current and non-current | $ 100,000 | |
Notes Payable, interest | 10.00% | 10.00% |
Discontinued Operations [Member] | ||
Notes Payable, current and non-current | $ 999,077 | |
Discontinued Operations [Member] | SAGS [Member] | ||
Notes Payable, current and non-current | $ 704,656 | |
Notes Payable, interest | 10.00% | 10.00% |
Discontinued Operations [Member] | Westside, 15, LLC [Member] | ||
Notes Payable, current and non-current | $ 93,921 | |
Notes Payable, interest | 10.00% | 10.00% |
Discontinued Operations [Member] | BE, III [Member] | ||
Notes Payable, current and non-current | $ 200,500 | |
Notes Payable, interest | 10.00% | 10.00% |
Property And Equipment (Details
Property And Equipment (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Less: Accumulated Depreciation | $ (11,386) | $ (10,337) |
Property and Equipment, net | 306 | 1,355 |
Furniture and Equipment [Member] | ||
Property and Equipment | 11,692 | 11,692 |
Less: Accumulated Depreciation | (11,386) | (10,337) |
Property and Equipment, net | $ 306 | $ 1,355 |
Income Taxes (Detail) - Income
Income Taxes (Detail) - Income Tax Expense Benefit - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred tax assets: | ||
Net operating loss carry forward | $ 20,596,578 | $ 14,570,194 |
Related party interest | 6,918,509 | 6,505,675 |
Depreciation, amortization and other | (308,000) | (479,291) |
Net operating loss carryforward | 27,207,087 | 20,596,578 |
Net deferred tax assets | 9,522,480 | 7,208,802 |
Valuation Allowance | (9,522,480) | 7,208,802 |
Net deferred tax assets | ||
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 26
Organizational Structure And Basis Of Presentation (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Transfer Agreement | |
Transfer Agreement Description | On June 10, 2016, the Company entered into a Transfer Agreement for the sale and transfer of the Company's 51% interest in All American Golf Center, Inc. ("AAGC"), which constituted substantially all of the Company's assets. On October 18, 2016, the Company completed the closing of the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John Boreta (the "Boretas"), and also issued to the Boretas 1,000,000 shares of the Company's common stock, in exchange for the cancellation of promissory notes held by the Boretas and accrued interest of $8,864,255. |
Shares Issued | shares | 1,000,000 |
Cancellation of Debt (Promissory Notes) | $ 8,864,255 |
Deferred Salary Reduction | (342,500) |
Advances Cancelled (that funded in the Company's operations) | (4,267,802) |
Other Debt Cancelled (entities controlled by the Boretas) | (1,286,702) |
Debt Cancelled from Entities (entities controlled by the Boretas) | $ (24,523) |
Summary Of Significant Accoun27
Summary Of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Advertising Costs | $ 54,195 | $ 36,562 |
Weighted average number of common shares outstanding - basic and fully diluted | 4,826,309 | 4,624,123 |
Furniture and Equipment [Member] | Minimum [Member] | ||
Useful Life of Assets | 3 years | |
Furniture and Equipment [Member] | Maximum [Member] | ||
Useful Life of Assets | 10 years | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Useful Life of Assets | 15 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Useful Life of Assets | 25 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Loss | $ 628,040 | $ 719,390 | |
Working Capital Deficit | 106,915 | ||
Total stockholders' deficit | $ 106,609 | $ 13,316,559 | $ 12,643,894 |
Related Party Transactions (D29
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Payroll And Employee Benefits Expenses | $ 21,744 | $ 20,925 |
Current portion due to related parties | 61,824 | 1,213,066 |
Accrued interest payable - related party | 5,336,995 | |
Sublease Space, monthly rental income | $ 13,104 | |
Sublease Space 5-Year Options Increase | 5.00% | |
Discontinued Operations [Member] | ||
Current portion due to related parties | 511,220 | |
Accrued interest payable - related party | 868,680 | |
Accrued interest Payable Cancellation Description | On October 18, 2016 all of the notes and accrued interest were cancelled as part of the closing of the Transfer Agreement. | |
Rental Income (Liabilities Held for Sale) | $ 163,800 | 163,800 |
Related Parties [Member] | ||
Deferred Salaries | 85,000 | 97,500 |
Accrued interest payable - related party | 6,205,675 | |
Company's President and his brother, and the former Chairman [Member] | ||
Current portion due to related parties | $ 61,824 | $ 1,724,286 |
Property And Equipment (Detai30
Property And Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expenses | $ 1,049 | $ 1,910 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal Net Operating Loss Carry Forwards | $ 27,000,000 | $ 21,000,000 |
Minimum [Member] | ||
Operating Loss Carry Forwards, Expiration Date | Jan. 1, 2021 | |
Maximum [Member] | ||
Operating Loss Carry Forwards, Expiration Date | Dec. 31, 2034 |
Capital Stock, Stock Options,32
Capital Stock, Stock Options, And Incentives (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 18, 2016 | May 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Preferred Stock, par value | $ 0.001 | $ 0.001 | ||
Preferred Stock. authorized | 10,000,000 | 10,000,000 | ||
Preferred Stock, issued | 0 | 0 | ||
Preferred Stock, outstanding | 0 | 0 | ||
Common Stock, par value | $ 0.001 | $ 0.001 | ||
Common Stock, authorized | 50,000,000 | 50,000,000 | ||
Common Stock, issued | 5,624,123 | 4,624,123 | ||
Common Stock, outstanding | 5,624,123 | 4,624,123 | ||
Amortization of Pre-Paid Equity Compensation | $ 944 | $ 3,682 | ||
Cancellation of Promissory Note | ||||
Shares Issued | 1,000,000 | |||
One Director And One Employee For Services | ||||
Shares Issued | 68,000 | |||
Vesting Rights | In accordance with the terms of the grant, the shares vested in full at the end of two years from the date of grant for the director. The restricted common stock granted to the employee vested in full at the end of three years from the date of grant. | |||
Stock-Based Compensation | $ 13,600 |