JERRICK MEDIA HOLDINGS, INC., 10-K filed on 3/19/2015
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Mar. 13, 2015
Jun. 30, 2014
Document and Entity Information
 
 
 
Entity Registrant Name
Great Plains Holdings, Inc. 
 
 
Document Type
10-K 
 
 
Document Period End Date
Dec. 31, 2014 
 
 
Amendment Flag
false 
 
 
Entity Central Index Key
0001357671 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Common Stock, Shares Outstanding
 
8,321,655 
 
Entity Filer Category
Smaller Reporting Company 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
Document Fiscal Year Focus
2014 
 
 
Document Fiscal Period Focus
FY 
 
 
Entity Public Float
 
 
$ 1,591,520 
Entity Incorporation, State Country Name
Nevada 
 
 
Entity Incorporation, Date of Incorporation
Dec. 30, 1999 
 
 
CONSOLIDATED BALANCE SHEETS (USD $)
Dec. 31, 2014
Dec. 31, 2013
Current Assets
 
 
Cash and Cash Equivalents
$ 969,094 
$ 1,475,330 
Prepaid Expenses
 
2,875 
Assets held for discontinued operations, current
1,737 
19,819 
Total Current Assets
970,831 
1,498,024 
Property and Equipment
 
 
Property and Equipment
323,842 
43,677 
Less: Accumulated Depreciation
(6,814)
 
Land
58,201 
5,651 
Assets held for discontinued operations
 
10,735 
Net Property and Equipment
375,229 
60,063 
Other Assets
 
 
Deposits
11,500 
 
Total Other Assets
11,500 
 
Total Assets
1,357,560 
1,558,087 
Current Liabilities
 
 
Accounts Payable and Accrued Expenses
22,726 
7,504 
Convertible Debt (net of discount of $44,810 and $0)
66,190 
 
Liabilities held for discontinued operations
 
Total Current Liabilities
88,925 
7,504 
Long-Term Liabilities
 
 
Refundable Deposits
1,450 
 
Total Long-Term Liabilities
1,450 
 
Total Liabilities
90,375 
7,504 
Stockholders' Equity
 
 
Preferred stock, 20,000,000 shares authorized Series A Preferred stock, $.001 par value, 10,000 and 0 shares issued and outstanding, respectively
   
   
Preferred stock, 20,000,000 shares authorized Series B Preferred stock, $.001 par value, 10,000 and 0 shares issued and outstanding, respectively
   
   
Common stock, 300,000,000 shares authorized, $.001 par value, 8,040,625 and 7,993,125 shares issued and outstanding, respectively
8,041 
7,993 
Additional Paid in Capital
1,951,063 
1,856,489 
Accumulated deficit
(691,939)
(313,899)
Total Stockholders' Equity
1,267,185 
1,550,583 
Total Liabilities and Stockholders' Equity
1,357,560 
1,558,087 
Class A Preferred Stock
 
 
Stockholders' Equity
 
 
Preferred Stock
10 
 
Class B Preferred Stock
 
 
Stockholders' Equity
 
 
Preferred Stock
$ 10 
 
CONSOLIDATED BALANCE SHEETS PARENTHETICAL (USD $)
Dec. 31, 2014
Dec. 31, 2013
Convertible preferred stock shares authorized
20,000,000 
 
Convertible preferred stock shares issued
   
   
Common stock par value
$ 0.0010 
$ 0.0010 
Common stock shares authorized
300,000,000 
300,000,000 
Common stock shares issued
8,040,625 
7,993,125 
Common stock shares outstanding
8,040,625 
7,993,125 
Class A Preferred Stock
 
 
Convertible preferred stock par value
$ 0.0010 
$ 0.0010 
Convertible preferred stock shares authorized
20,000,000 
20,000,000 
Convertible preferred stock shares issued
10,000 
 
Convertible preferred stock shares outstanding
10,000 
 
Class B Preferred Stock
 
 
Convertible preferred stock par value
$ 0.0010 
$ 0.0010 
Convertible preferred stock shares authorized
20,000,000 
20,000,000 
Convertible preferred stock shares issued
10,000 
 
Convertible preferred stock shares outstanding
10,000 
 
CONSOLIDATED STATEMENT OF OPERATIONS (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Sales
 
 
Sales Revenue
$ 11,412 
 
Total Sales
11,412 
 
Operating Expenses
 
 
Depreciation and Amortization
6,814 
 
General and Administrative
280,951 
69,096 
Impairment loss on investment
30,000 
 
Total Operating Expenses
317,765 
69,096 
Operating Loss
(306,353)
(69,096)
Other Income (Expense)
 
 
Interest expense
(28,658)
(1,735)
Investment Income
296 
 
Total Other Income (Expense)
(28,362)
(1,735)
Net Loss from Continuing Operations before Income Taxes
(334,715)
(70,831)
Net Loss from Continuing Operations
(334,715)
(70,831)
Discontinued Operations
 
 
Loss on discontinued operations - net of tax
(43,325)
(9,397)
Net Loss
$ (378,040)
$ (80,228)
Loss per share of common stock (basic and diluted) continuing operations
$ (0.01)
$ 0.00 
Loss per share of common stock (basic and diluted) discontinued operations
$ (0.04)
$ (0.02)
Total loss per share of common stock (basic and diluted)
$ (0.05)
$ (0.02)
Weighted average shares outstanding (basic and diluted)
8,030,625 
4,038,519 
STATEMENT OF STOCKHOLDERS' EQUITY (USD $)
Common Stock
Series A Preferred Stock
Series B Preferred Stock
Additional Paid-In Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2012
$ 2,634 
 
 
$ 147,561 
$ (233,671)
$ (83,476)
Balance - Shares (start} at Dec. 31, 2012
2,633,750 
 
 
 
 
 
Issuance of common shares for cash at .32 Sep 30 13
5,000 
 
 
1,595,000 
 
1,600,000 
Issuance of common shares for cash at .32 Sep 30 13 - Shares
5,000,000 
 
 
 
 
 
Issuance of common shares for cash at .32 Oct 15 13
250 
 
 
79,750 
 
80,000 
Issuance of common shares for cash at .32 Oct 15 13 - Shares
250,000 
 
 
 
 
 
Issuance of common shares for cash at .32 Dec 13 13
78 
 
 
24,922 
 
25,000 
Issuance of common shares for cash at .32 Dec 13 13 - Shares
78,125 
 
 
 
 
 
Issuance of common shares for cash at .32 Dec 20 13
31 
 
 
9,969 
 
10,000 
Issuance of common shares for cash at .32 Dec 20 13 - Shares
31,250 
 
 
 
 
 
Acquisition of entity under common control
 
 
 
(713)
 
(713)
Net Loss
 
 
 
 
(80,228)
(80,228)
Balance at Dec. 31, 2013
7,993 
 
 
1,856,489 
(313,889)
1,550,583 
Balance - Shares (end} at Dec. 31, 2013
7,993,125 
 
 
 
 
 
Issuance of common shares for cash at .32 Jan 6 14
38 
 
 
11,962 
 
12,000 
Issuance of common shares for cash at .32 Jan 6 14 - Shares
37,500 
 
 
 
 
 
Issuance of Series A preferred shares for cash at .10 Mar 17 14
 
10 
 
990 
 
1,000 
Issuance of Series A preferred shares for cash at .10 Mar 17 14 - Shares
 
10,000 
 
 
 
 
Issuance of common shares for building improvements at 1.00 May 9 14
10 
 
 
9,990 
 
10,000 
Issuance of common shares for building improvements at 1.00 May 9 14 - Shares
10,000 
 
 
 
 
 
Beneficial conversion feature of convertible debt Aug 22 14
 
 
 
43,590 
 
43,590 
Acquisition of real estate
 
 
 
(4,440)
 
(4,440)
Beneficial conversion feature of convertible debt Nov 17 14
 
 
 
27,492 
 
27,492 
Issuance of Series B preferred shares for cash at .50 Nov 30 14
 
 
10 
4,990 
 
5,000 
Issuance of Series B preferred shares for cash at .50 Nov 30 14 - Shares
 
 
10,000 
 
 
 
Net Loss
 
 
 
 
(378,040)
(378,040)
Balance at Dec. 31, 2014
$ 8,041 
$ 10 
$ 10 
$ 1,951,063 
$ (691,939)
$ 1,267,185 
Balance - Shares (end} at Dec. 31, 2014
8,040,625 
10,000 
10,000 
 
 
 
STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical)
 
 
Issuance of common shares for cash at Sep 30 13 - price per share
 
$ 0.32 
Issuance of common shares for cash at Oct 15 13 - price per share
 
$ 0.32 
Issuance of common shares for cash at Dec 13 13 - price per share
 
$ 0.32 
Issuance of common shares for cash at Dec 20 13 - price per share
 
$ 0.32 
Issuance of common shares for cash at Jan 6 14 - price per share
$ 0.32 
 
Issuance of Series A preferred shares for cash at Mar 17 14 - price per share
$ 0.10 
 
Issuance of common shares for building improvements at May 9 14 - price per share
$ 1.00 
 
Issuance of Series B preferred shares for cash at Nov 30 14 - price per share
$ 0.50 
 
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Cash Flows From Operating Activities
 
 
Net Income (Loss)
$ (378,040)
$ (80,228)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
Depreciation and Amortization
6,814 
 
Debt discount amortization
26,272 
 
Impairment loss on investment
30,000 
 
Change in Operating Assets and Liabilities:
 
 
Change in prepaid expenses
2,875 
(2,875)
Change in accounts payable and accrued expenses
15,222 
7,504 
Change in refundable deposits
1,450 
 
Net Cash Used In Continuing Operating Activities
(295,407)
(75,599)
Net Cash Used In Discontinued Operating Activities
28,826 
(42,666)
Net Cash Used In Operating Activities:
(266,581)
(118,265)
Cash Flows used in Investing Activities
 
 
Purchases of Property and Equipment
(327,155)
(49,328)
Deposits
(11,500)
 
Investments
(30,000)
 
Net Cash Used In Continuing Investing Activities
(368,655)
(49,328)
Net Cash Used In Discontinued Investing Activities
 
(10,584)
Net Cash Used In Investing Activities:
(368,655)
(59,912)
Cash Flows From Financing Activities
 
 
Proceeds from convertible note payable
111,000 
 
Proceeds from the Issuance of Preferred Stock
6,000 
 
Proceeds from the Issuance of Common Stock
12,000 
1,714,287 
Net Cash Provided By Continuing Financing Activities
129,000 
1,714,287 
Net Cash Used In Discontinued Financing Activities
 
(60,780)
Net Cash Provided By Financing Activities:
129,000 
1,653,507 
Net Change in Cash & Cash Equivalents
(506,236)
1,475,330 
Beginning Cash & Cash Equivalents
1,475,330 
 
Ending Cash & Cash Equivalents
969,094 
1,475,330 
Supplemental Disclosures of Noncash Investing and Financing Activities
 
 
Issuance of 10,000 common shares for property and equipment
10,000 
 
Amount allocated to APIC associated with the purchase of real estate between entities under common control
4,440 
 
Beneficial conversion feature of convertible debt recorded as Additional Paid in Capital
$ 71,082 
 
Note 1 - Organization
Note 1 - Organization

Note 1 - Organization

 

Great Plains Holdings, Inc. (the “Company”) was incorporated under the laws of the state of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 as part of its plans to diversify its business through the acquisition and operation of commercial real estate, including but not limited to self-storage facilities, apartment buildings, 55+ senior manufactured homes communities, and other income producing properties.  Historically, the Company has principally engaged in manufacture and marketing of the LiL Marc urinal used in the training of young boys, but changed its focus to residential and commercial rental real estate as well as exploring other business opportunities.

Note 2 - Summary of Significant Accounting Policies
Note 2 - Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

 

Use of Estimates

We use estimates and assumptions in preparing financial statements.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced sale or liquidation. Significant differences can arise between the fair value and carrying amount of financial instruments that are recognized at historical cost amounts. The carrying value of the company’s financial assets and liabilities approximate the fair value of the short maturity of those instruments.

 

Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting.

 

Accounts Receivable

Accounts receivable are recorded when invoices are issued and the amount management expects to collect is reported on the balance sheet.  Accounts receivable are written off when they are determined to be uncollectible.  The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic condition in the industry, and the financial stability of its customers.

 

Advertising

The Company expenses all advertising costs as they are incurred.

 

Cash and Cash Equivalents

Cash and cash equivalents are defined as demand deposits, money market accounts and overnight investments at banks.  Cash is maintained in banks insured by the FDIC for an aggregate of up to $250,000.  The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

Concentrations of Risk

Financial Instruments which potentially subject the Company to concentrations of risk consist primarily of cash and cash equivalents.  The Company places its cash and cash equivalents with major financial institutions.  At December 31, 2014, the Company has $621,626 in excess of federally insured limits.

 

Dividend Policy

The Company has not yet adopted a policy regarding dividends.

 

Income Taxes

The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse.  An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

 

Inventories

Inventories are stated at the lower of cost or market.  Cost is determined on a first-in, first-out (FIFO) basis and market is determined on the basis of replacement cost or net realizable value.

 

Long Term Investments

Non-marketable equity investments are carried at cost.  Investments held by the Company are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the investment may not be recoverable.  In the event that facts and circumstances indicate that the cost may be impaired, an evaluation of recoverability would be performed.

 

Principles of Consolidation

The accompanying consolidated financials include the accounts of the Company and its subsidiaries from its inception.  All significant intercompany accounts and balances have been eliminated in consolidation.

 

Property & Equipment

Property and equipment are stated at cost.  The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the various classes of property, as follows:

 

 

Machinery & Equipment

5 to 7 years

 

Furniture & Fixtures

5 to 7 years

 

Improvements

10 to 20 years

 

Income Producing Properties

40 years

 

Building

40 years

 

 

 

Expenditures for additions, improvements and betterments that extend the useful lives of existing assets, if material, are generally capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred. 

 

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed.

 

Recognition of Sales Revenue

Revenue is recognized upon the completion of the sales and shipment of the product.  The product is sold via the internet and is delivered to customers or to wholesale resellers using a ground courier service.

 

Recognition of Rental Income

Revenue from lease of residential and commercial properties is recognized when earned with the passage of time per the terms of the leases in effect.

 

Sales Taxes

The State of Florida imposes a sales tax ranging from 6.0% to 7.5% on all of the Company’s sales delivered within the State.  The Company collects that sales tax from customers and remits the entire amount to the State.  The Company’s accounting policy is to exclude the tax collected and remitted to the State from revenue and cost of sales.

 

Shipping and Handling Costs

The Company classifies freight billed to customers as sales revenue and related freight costs as cost of sales.

 

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. As of December 31, 2014 and 2013, the Company had 2,021,858 and 0 common stock equivalents outstanding, related to the convertible notes payable.

 

Recent Accounting Pronouncements

The Company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.

Note 3 - Property and Equipment
Note 3 - Property and Equipment

Note 3 - Property and Equipment

 

On December 26, 2013, the Company acquired two adjacent parcels of land located in Wildwood, Florida totaling approximately 0.90 acres.  The property includes a 1,400 square foot corporate office building and an additional parcel of land that includes a mobile home. The real estate and improvements located on it were acquired from TD Bank, N.A., an unrelated party, for a purchase price of $47,500 plus customary closing costs.  The Company paid the purchase price in cash at closing.

 

On September 17, 2014, the Company acquired a residential duplex located in Hanahan, South Carolina from DayBreak Capital, LLC, a related party.  The real estate was purchased for a price of $83,402. Kent Campbell, the Company’s Chief Executive Officer is the majority shareholder of DayBreak Capital, LLC. Therefore, as this was a transaction between entities under common control, the Company recorded the cost of the land and buildings at historical cost. These amounts were $16,729 for the land, and $62,233 for the buildings (total cost of $78,962). The difference between the agreed upon cost and the historical cost was recorded to additional paid-in capital ($4,440).

 

On October 31, 2014, the Company acquired a mobile home located in Lady Lake, Florida. The real estate and improvements located on it were acquired from an unrelated party for a purchase price of $53,000 plus customary closing costs.  The Company paid the purchase price in cash at closing.

 

On December 12, 2014, the Company acquired a mobile home located in Wildwood, Florida. The real estate and improvements located on it were acquired from an unrelated party for a purchase price of $29,000 plus customary closing costs.  The Company paid the purchase price in cash at closing.

 

On December 22, 2014, the Company acquired a mobile home located in Wildwood, Florida. The real estate and improvements located on it were acquired from an unrelated party for a purchase price of $27,000 plus customary closing costs.  The Company paid the purchase price in cash at closing.

 

 

Property and equipment are stated at cost and consist of the following categories as of December 31, 2014 and 2013:

 

 

 

December 31, 2014

December 31, 2013

Land

58,201

5,651

Furniture & Fixtures

19,832

-

Buildings

119,637

43,677

Improvements

15,861

-

Income Producing Properties

168,512

-

Assets held for discontinued operations

           -

 10,735

          Total Property & Equipment

382,043

 

60,063

Less:  Accumulated Depreciation & Amortization

(6,814)

          -

 

 

 

          Net Property and Equipment

375,229

60,063

 

Note 4 - Long Term Investments and Deposits
Note 4 - Long Term Investments and Deposits

Note 4 - Long Term Investments and Deposits

 

On April 10, 2014, the Company purchased for a price of $30,000 a 1.67% interest in Texstar Preferred Partner Joint Venture III, LP (“Texstar”).  Texstar owns a 60% net revenue interest in the Engleke Lease, an oil and gas lease covering the Austin Chalk, Eagle Ford and Buda reservoirs located in the Luling-Banyon field area in Guadalupe County, Texas. This lease contains 14 oil and gas wells that are employing re-stimulation and secondary recovery efforts with targeted remaining recoverable reserves of 2,990,000 barrels of oil. This investment is accounted for using the cost method of accounting.  At December 31, 2014, the Company noted indicators of impairment due to the return on the investment not being what was anticipated. Accordingly, the Company performed an impairment analysis and based on that analysis determined the investment was fully impaired. Therefore, the Company recorded an impairment loss on this investment of $30,000 for the year ended December 31, 2014.

 

On December 10, 2014, the Company entered into a securities purchase (with subsequent amendment dated January 30, 2015) and royalty agreement with Bonjoe Gourmet Chips, LLC, (“Bonjoe”) a Florida limited liability company, and its members Joseph Trudel and Gilbert Hess.  The Company delivered $11,500 under the royalty agreement, which amount will be applied towards the purchase price of Bonjoe upon closing pursuant to the securities purchase agreement.  The exchange is expected to be complete in May 2015.  Completion of the closing is conditioned upon several factors, including the termination of the December 10, 2014 royalty agreement. 

Note 5 Convertible Debt
Note 5 Convertible Debt

 

Note 5 - Convertible Debt

 

On August 22, 2014, the Company entered into a securities purchase agreement with KBM Worldwide, Inc. (“KBM”), whereby KBM agreed to invest $68,000 into the Company in exchange for the Company’s issuance of a convertible promissory note, which bears interest at 8% per annum.  All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is May 18, 2015.  The Note is convertible by KBM into common stock of the Company at any time during the conversion period, which begins February 18, 2015 (180 days after the issuance) and ends May 18, 2015 (at maturity).  The conversion price for each share is 61% multiplied by the lowest average three day market price of the Common Stock during the ten trading days prior to the relevant notice of conversion.

 

On November 17, 2014, the Company entered into a securities purchase agreement with KBM Worldwide, Inc., whereby KBM agreed to invest $43,000 into the Company in exchange for the Company’s issuance of a convertible promissory note, which bears interest at 8% per annum.  All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is August 19, 2015.  The Note is convertible by KBM into common stock of the Company at any time during the conversion period, which begins May 16, 2015 (180 days after the issuance) and ends August 19, 2015 (at maturity).  The conversion price for each share is 61% multiplied by the lowest average three day market price of the Common Stock during the ten trading days prior to the relevant notice of conversion.

 

We determined the conversion feature associated with these convertible notes should be accounted for under ASC 470, whereby a debt discount is recorded based on the intrinsic value. As such, we recorded a debt discount of $43,590 on August 22, 2014 and $27,492 for the notes described above. Amortization of the beneficial conversion feature triggered by this convertible note is reported as interest expense on the income statement.  A total of $28,658 was recorded as interest expense for the year ended December 31, 2014 ($0 for 2013), of which $26,272 related to debt discount amortization and $2,386 related to stated interest.

Note 6 - Stockholders' Equity
Note 6 - Stockholders' Equity

Note 6 - Stockholders’ Equity

 

The company has authorized 320,000,000 shares, of which 300,000,000 are Common Stock, par value $0.001 per share with 8,040,625 shares of Common Stock issued and outstanding and 20,000,000 shares of Preferred Stock, par value $0.001 per share, with 1,000,000 shares designated as Series A Preferred Stock, $0.001 par with 10,000 shares of Series A Preferred Stock issued and outstanding, and 10,000 shares designated as Series B Preferred Stock, $.001 par value with 10,000 shares of Series B Preferred issued and outstanding as of December 31, 2014.

 

The Series A Preferred Stock has the following designations, rights, and preferences:

·         The stated value of each shares is $0.001;

·         Each share shall entitle the holder thereof to 300 votes on all matters submitted to a vote of the stockholders of the Company;

·         Except as otherwise provided in the Certificate of Designation, the Company’s Articles, or by law, the holders of Series A Preferred Stock shall have general voting rights and shall vote together as one class, with all holders of shares of any other capital stock of the Company, on all matters submitted to a vote of stockholders of the Company; and,

·         The holders of the Series A Preferred Stock shall not have any conversion rights.

 

The Series B Preferred Stock has the following designations, rights, and preferences:

·         The stated value of each shares is $0.001;

·         Each share shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company.  In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series B preferred stock shall equal to 51% of all votes cast at any meeting of the Company’s stockholders or any issue put to the stockholders for voting;

·         Except as otherwise provided in the Certificate of Designation, the Company’s Articles, or by law, the holders of Series B Preferred Stock shall have general voting rights and shall vote together as one class, with all holders of shares of any other capital stock of the Company, on all matters submitted to a vote of stockholders of the Company; and,

·         The holders of the Series B Preferred Stock are not entitled to dividends or distributions.

 

On May 3, 2014, the Company issued 10,000 shares of its common stock for the acquisition of assets classified as Buildings & Improvements. These shares were valued based on the fair value of service provided ($10,000).

 

During the year ended December 31, 2014, the Company issued 37,500 common shares for cash of $12,000; 10,000 series A preferred shares for cash of $1,000; 10,000 common shares for services, valued at $10,000; and 10,000 series B preferred shares for cash of $5,000.

 

During the year ended December 31, 2013, the Company issued 5,359,375 common shares for cash of $1,715,000.

 

Note 8 - Discontinued Operations
Note 8 - Discontinued Operations

Note 8 - Discontinued Operations

 

On December 31, 2014, the Board of Directors committed to a plan to discontinue operations of its subsidiary Lil Marc, Inc. (“Lil Marc”).  Lil Marc manufactures, markets and sells the LiL Marc, a plastic boys’ toilet-training device.  Due to declining sales and a competitor selling the same product for a price below the Company’s cost, the Company discontinued this business.  This decision represents a strategic shift in operations to focus efforts and resources on its real estate operations, oil and gas leasing property, and other business opportunities.

 

The assets and liabilities held for discontinued operations presented on the balance sheet as of December 31, 2014 consisted of the following:

 

 

 

December 31, 2014

December 31, 2013

Assets:

 

 

 

Cash and Cash Equivalents

 

1,200

3,822

Accounts Receivable

 

537

285

Inventory

 

-

15,712

     Total Current Assets

 

1,737

19,819

 

 

 

 

Property and Equipment (net of depreciation)

 

          -

10,735

     Net Property and Equipment

 

          -

10,735

 

 

 

 

Current Liabilities:

 

 

 

Accounts Payable

 

         9

        -

     Total Current Liabilities

 

         9

         -

 

The losses from discontinued operations presented in the income statement for the year ended December 31, 2014 consisted of the following:

 

 

 

December 31, 2014

December 31, 2013

Revenue

 

16,074

13,783

Cost of Goods Sold

 

(12,972)

(1,628)

     Gross Profit

 

3,102

12,155

Operating Expenses:

 

 

 

Royalty Expense

 

-

(365)

Depreciation and Amortization

 

(2,457)

(869)

General and Administrative

 

 

(23,863)

(20,319)

      Total Operating Expenses

 

(26,320)

(21,553)

Net Loss on Asset Disposal

 

(20,106)

            -

 

 

 

 

Net Loss before Income Taxes

 

(43,325)

(9,397)

Income Tax Benefit

 

             -

          -

Net Loss from Discontinued Operations

 

(43,325)

(9,397)

 

Note 9 - Income Taxes
Note 9 - Income Taxes

Note 9 – Income Taxes

 

On December 31, 2014, the Company had a net operating loss available for carryforward of $639,962. The income tax benefit of approximately $217,560 from the carryforward has been fully offset by a valuation allowance as we have determined the ability to use the future tax benefit is doubtful.  The net operating loss will expire starting in 2020.

 

Year Ended

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Estimated NOL Carry-Forward

8,867

13,537

13,858

18,081

1,731

12,692

15,821

19,881

14,674

16,971

13,493

11,825

20,263

80,228

378,040

NOL Expires

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

Estimated Tax Benefit from NOL

3,015

4,603

4,712

6,148

589

4,315

5,379

6,760

4,989

 5,770

4,558

4,021

6,889

27,278

128,534

Valuation Allowance

-3,015

-4,603

-4,712

-6,148

-589

-4,315

-5,379

-6,760

-4,989

-5,770

-4,558

-4,021

-6,889

-27,278

-128,534

Net Tax Benefit

-

-

-

-

-

-

-

-

-

 -

-

-

-

-

-

 

 

 

 

Year Ended

Estimated

NOL

Carryforward

 

 

NOL

Expires

Estimated

Tax Benefit

from NOL

 

 

Valuation Allowance

 

 

Net

Tax Benefit

2000

8,867

2020

3,015

(3,015)

-

2001

13,537

2021

4,603

(4,603)

-

2002

13,858

2022

4,712

(4,712)

-

2003

18,081

2023

6,148

(6,148)

-

2004

1,731

2024

589

(589)

-

2005

12,692

2025

4,315

(4,315)

-

2006

15,821

2026

5,379

(5,379)

-

2007

19,881

2027

6,760

(6,760)

-

2008

14,674

2028

4,989

(4,989)

-

2009

16,971

2029

 5,770

(5,770)

 -

2010

13,493

2030

4,588

(4,588)

-

2011

11,825

2031

4,021

(4,021)

-

2012

20,263

2032

6,889

(6,889)

-

2013

80,228

 2033

27,278

(27,278)

-

2014

378,040

2034

128,534

(128,534)

-

 

$639,962

 

$217,590

$(217,590)

$         -

 

The total valuation allowance as of December 31, 2014 was $217,590, which increased by $128,534 for the year ended December 31, 2014.

 

As of December 31, 2014 and 2013, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended December 31, 2014, and 2013 and no interest or penalties have been accrued as of December 31, 2014 and 2013. As of December 31, 2014 and 2013, the Company did not have any amounts recorded pertaining to uncertain tax positions.

 

The tax years from 2012 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

Note 10 - Subsequent Events
Note 10 - Subsequent Events

Note 10 - Subsequent Events

 

During February 2015, the Company issued 281,030 shares of its unregistered common stock valued at a conversion price of $0.04 per share in exchange for conversion of debt in the principal amount of $12,000.

 

Effective as of March 7, 2015, the Company agreed to acquire a mobile home park in Haines City Florida for $425,000 payable $165,000 in cash at closing and the balance by way of a purchase money mortgage to be held by the seller, an unaffiliated third party. The expected closing date is June 1, 2015 subject to completion of inspections by the Company and other closing conditions set forth in the agreement entered into between the Company and the seller.

 

On March 9, 2015, the Company acquired a residential duplex located in Hanahan, South Carolina from DayBreak Capital, LLC, a related party.  The real estate was purchased for a price of $65,976.

 

 

Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies)
Use of Estimates

Use of Estimates

We use estimates and assumptions in preparing financial statements.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could differ from those estimates.

Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)
Fair Value of Financial Instruments

 

Fair Value of Financial Instruments

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced sale or liquidation. Significant differences can arise between the fair value and carrying amount of financial instruments that are recognized at historical cost amounts. The carrying value of the company’s financial assets and liabilities approximate the fair value of the short maturity of those instruments.

 

Note 2 - Summary of Significant Accounting Policies: Accounting Method (Policies)
Accounting Method

Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting.

Note 2 - Summary of Significant Accounting Policies: Accounts Receivable (Policies)
Accounts Receivable

 

Accounts Receivable

Accounts receivable are recorded when invoices are issued and the amount management expects to collect is reported on the balance sheet.  Accounts receivable are written off when they are determined to be uncollectible.  The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic condition in the industry, and the financial stability of its customers.

Note 2 - Summary of Significant Accounting Policies: Advertising (Policies)
Advertising

 

Advertising

The Company expenses all advertising costs as they are incurred.

Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)
Cash and Cash Equivalents

 

Cash and Cash Equivalents

Cash and cash equivalents are defined as demand deposits, money market accounts and overnight investments at banks.  Cash is maintained in banks insured by the FDIC for an aggregate of up to $250,000.  The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Note 2 - Summary of Significant Accounting Policies: Concentrations of Risk (Policies)
Concentrations of Risk

 

Concentrations of Risk

Financial Instruments which potentially subject the Company to concentrations of risk consist primarily of cash and cash equivalents.  The Company places its cash and cash equivalents with major financial institutions.  At December 31, 2014, the Company has $621,626 in excess of federally insured limits.

Note 2 - Summary of Significant Accounting Policies: Dividend Policy (Policies)
Dividend Policy

 

Dividend Policy

The Company has not yet adopted a policy regarding dividends.

Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies)
Income Taxes

 

Income Taxes

The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse.  An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

Note 2 - Summary of Significant Accounting Policies: Inventories (Policies)
Inventories

 

Inventories

Inventories are stated at the lower of cost or market.  Cost is determined on a first-in, first-out (FIFO) basis and market is determined on the basis of replacement cost or net realizable value.

Note 2 - Summary of Significant Accounting Policies: Long Term Investments (Policies)
Long Term Investments

Long Term Investments

Non-marketable equity investments are carried at cost.  Investments held by the Company are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the investment may not be recoverable.  In the event that facts and circumstances indicate that the cost may be impaired, an evaluation of recoverability would be performed.

Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation Policy (Policies)
Principles of Consolidation Policy

Principles of Consolidation

The accompanying consolidated financials include the accounts of the Company and its subsidiaries from its inception.  All significant intercompany accounts and balances have been eliminated in consolidation.

Note 2 - Summary of Significant Accounting Policies: Property & Equipment (Policies)
Property & Equipment

Property & Equipment

Property and equipment are stated at cost.  The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the various classes of property, as follows:

 

 

Machinery & Equipment

5 to 7 years

 

Furniture & Fixtures

5 to 7 years

 

Improvements

10 to 20 years

 

Income Producing Properties

40 years

 

Building

40 years

 

 

 

Expenditures for additions, improvements and betterments that extend the useful lives of existing assets, if material, are generally capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred. 

 

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed.

 

Note 2 - Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies)
Revenue Recognition Policy

Recognition of Sales Revenue

Revenue is recognized upon the completion of the sales and shipment of the product.  The product is sold via the internet and is delivered to customers or to wholesale resellers using a ground courier service.

Note 2 - Summary of Significant Accounting Policies: Recognition of Rental Income (Policies)
Recognition of Rental Income

Recognition of Rental Income

Revenue from lease of residential and commercial properties is recognized when earned with the passage of time per the terms of the leases in effect.

Note 2 - Summary of Significant Accounting Policies: Sales Taxes (Policies)
Sales Taxes

Sales Taxes

The State of Florida imposes a sales tax ranging from 6.0% to 7.5% on all of the Company’s sales delivered within the State.  The Company collects that sales tax from customers and remits the entire amount to the State.  The Company’s accounting policy is to exclude the tax collected and remitted to the State from revenue and cost of sales.

Note 2 - Summary of Significant Accounting Policies: Shipping and Handling Costs (Policies)
Shipping and Handling Costs

Shipping and Handling Costs

The Company classifies freight billed to customers as sales revenue and related freight costs as cost of sales.

Note 2 - Summary of Significant Accounting Policies: Basic and Diluted Net Income (loss) Per Share Policy (Policies)
Basic and Diluted Net Income (loss) Per Share Policy

 

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. As of December 31, 2014 and 2013, the Company had 2,021,858 and 0 common stock equivalents outstanding, related to the convertible notes payable.

Note 2 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements Policy (Policies)
Recent Accounting Pronouncements Policy

 

Recent Accounting Pronouncements

The Company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.

Note 3 - Property and Equipment: Property, Plant and Equipment (Tables)
Property, Plant and Equipment

 

 

 

December 31, 2014

December 31, 2013

Land

58,201

5,651

Furniture & Fixtures

19,832

-

Buildings

119,637

43,677

Improvements

15,861

-

Income Producing Properties

168,512

-

Assets held for discontinued operations

           -

 10,735

          Total Property & Equipment

382,043

 

60,063

Less:  Accumulated Depreciation & Amortization

(6,814)

          -

 

 

 

          Net Property and Equipment

375,229

60,063

Note 9 - Income Taxes: Summary of Operating Loss Carryforwards (Tables)
Summary of Operating Loss Carryforwards

 

Year Ended

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Estimated NOL Carry-Forward

8,867

13,537

13,858

18,081

1,731

12,692

15,821

19,881

14,674

16,971

13,493

11,825

20,263

80,228

378,040

NOL Expires

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

Estimated Tax Benefit from NOL

3,015

4,603

4,712

6,148

589

4,315

5,379

6,760

4,989

 5,770

4,558

4,021

6,889

27,278

128,534

Valuation Allowance

-3,015

-4,603

-4,712

-6,148

-589

-4,315

-5,379

-6,760

-4,989

-5,770

-4,558

-4,021

-6,889

-27,278

-128,534

Net Tax Benefit

-

-

-

-

-

-

-

-

-

 -

-

-

-

-

-

 

 

 

 

Year Ended

Estimated

NOL

Carryforward

 

 

NOL

Expires

Estimated

Tax Benefit

from NOL

 

 

Valuation Allowance

 

 

Net

Tax Benefit

2000

8,867

2020

3,015

(3,015)

-

2001

13,537

2021

4,603

(4,603)

-

2002

13,858

2022

4,712

(4,712)

-

2003

18,081

2023

6,148

(6,148)

-

2004

1,731

2024

589

(589)

-

2005

12,692

2025

4,315

(4,315)

-

2006

15,821

2026

5,379

(5,379)

-

2007

19,881

2027

6,760

(6,760)

-

2008

14,674

2028

4,989

(4,989)

-

2009

16,971

2029

 5,770

(5,770)

 -

2010

13,493

2030

4,588

(4,588)

-

2011

11,825

2031

4,021

(4,021)

-

2012

20,263

2032

6,889

(6,889)

-

2013

80,228

 2033

27,278

(27,278)

-

2014

378,040

2034

128,534

(128,534)

-

 

$639,962

 

$217,590

$(217,590)

$         -

 

Note 1 - Organization (Details)
12 Months Ended
Dec. 31, 2014
Details
 
Entity Incorporation, State Country Name
Nevada 
Entity Incorporation, Date of Incorporation
Dec. 30, 1999 
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Details) (USD $)
Dec. 31, 2014
Details
 
Cash, FDIC Insured Amount
$ 250,000 
Note 2 - Summary of Significant Accounting Policies: Concentrations of Risk (Details) (USD $)
Dec. 31, 2014
Details
 
Cash in Excess of Federally Insured Limits
$ 621,626 
Note 2 - Summary of Significant Accounting Policies: Sales Taxes (Details)
12 Months Ended
Dec. 31, 2014
Minimum
 
State of Florida Sales Tax
6.00% 
Maximum
 
State of Florida Sales Tax
7.50% 
Note 3 - Property and Equipment (Details) (USD $)
0 Months Ended
Mar. 9, 2015
Mar. 7, 2015
Dec. 22, 2014
Dec. 12, 2014
Oct. 31, 2014
Sep. 17, 2014
Dec. 26, 2013
Details
 
 
 
 
 
 
 
Real Estate Owned, Nature and Origin
a residential duplex located in Hanahan, South Carolina 
a mobile home park in Haines City Florida 
a mobile home located in Wildwood, Florida 
a mobile home located in Wildwood, Florida 
a mobile home located in Lady Lake, Florida 
a residential duplex located in Hanahan, South Carolina 
two adjacent parcels of land located in Wildwood, Florida totaling approximately 0.90 acres. The property includes a 1,400 square foot corporate office building and an additional parcel of land that includes a mobile home 
Payments to Acquire Other Real Estate
$ 65,976 
$ 425,000 
$ 27,000 
$ 29,000 
$ 53,000 
$ 83,402 
$ 47,500 
Note 3 - Property and Equipment: Property, Plant and Equipment (Details) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment, Gross
$ 382,043 
$ 60,063 
Less: Accumulated Depreciation
(6,814)
 
Net Property and Equipment
375,229 
60,063 
Land
 
 
Property, Plant and Equipment, Gross
58,201 
5,651 
Furniture and Fixtures
 
 
Property, Plant and Equipment, Gross
19,832 
 
Building
 
 
Property, Plant and Equipment, Gross
119,637 
43,677 
Building Improvements
 
 
Property, Plant and Equipment, Gross
15,861 
 
IncomeProducingPropertiesMember
 
 
Property, Plant and Equipment, Gross
168,512 
 
AssetsHeldForDiscontinuedOperationsMember
 
 
Property, Plant and Equipment, Gross
 
$ 10,735 
Note 6 - Stockholders' Equity (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Details
 
 
Common stock shares authorized
300,000,000 
300,000,000 
Convertible preferred stock shares authorized
20,000,000 
 
Issuance of common shares for cash
37,500 
5,359,375 
Aggregate Proceeds from Issuance of Common Stock
$ 12,000 
$ 1,715,000 
Note 9 - Income Taxes (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Details
 
Operating Loss Carryforwards
$ 639,962 
Tax Credit Carryforward, Amount
217,560 
Tax Credit Carryforward, Valuation Allowance
217,590 
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount
$ 128,534 
Note 9 - Income Taxes: Summary of Operating Loss Carryforwards (Details) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Dec. 31, 2008
Dec. 31, 2007
Dec. 31, 2006
Dec. 31, 2005
Dec. 31, 2004
Dec. 31, 2003
Dec. 31, 2002
Dec. 31, 2001
Dec. 31, 2000
Details
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred Tax Assets, Operating Loss Carryforwards
$ 378,040 
$ 80,228 
$ 20,263 
$ 11,825 
$ 13,493 
$ 16,971 
$ 14,674 
$ 19,881 
$ 15,821 
$ 12,692 
$ 1,731 
$ 18,081 
$ 13,858 
$ 13,537 
$ 8,867 
TaxCreditCarryforwardExpirationDates1
2,034 
2,033 
2,032 
2,031 
2,030 
2,029 
2,028 
2,027 
2,026 
2,025 
2,024 
2,023 
2,022 
2,021 
2,020 
Unrecognized Tax Benefits Resulting in Net Operating Loss Carryforward
128,534 
27,278 
6,889 
4,021 
4,558 
5,770 
4,989 
6,760 
5,379 
4,315 
589 
6,148 
4,712 
4,603 
3,015 
Tax Credit Carryforward, Deferred Tax Asset
$ (128,534)
$ (27,278)
$ (6,889)
$ (4,021)
$ (4,558)
$ (5,770)
$ (4,989)
$ (6,760)
$ (5,379)
$ (4,315)
$ (589)
$ (6,148)
$ (4,712)
$ (4,603)
$ (3,015)
Note 10 - Subsequent Events (Details) (USD $)
0 Months Ended 1 Months Ended
Mar. 9, 2015
Mar. 7, 2015
Dec. 22, 2014
Dec. 12, 2014
Oct. 31, 2014
Sep. 17, 2014
Dec. 26, 2013
Feb. 28, 2015
Details
 
 
 
 
 
 
 
 
Sale of Stock, Number of Shares Issued in Transaction
 
 
 
 
 
 
 
281,030 
Sale of Stock, Price Per Share
 
 
 
 
 
 
 
$ 0.04 
Sale of Stock, Consideration Received on Transaction
 
 
 
 
 
 
 
$ 12,000 
Real Estate Owned, Nature and Origin
a residential duplex located in Hanahan, South Carolina 
a mobile home park in Haines City Florida 
a mobile home located in Wildwood, Florida 
a mobile home located in Wildwood, Florida 
a mobile home located in Lady Lake, Florida 
a residential duplex located in Hanahan, South Carolina 
two adjacent parcels of land located in Wildwood, Florida totaling approximately 0.90 acres. The property includes a 1,400 square foot corporate office building and an additional parcel of land that includes a mobile home 
 
Payments to Acquire Other Real Estate
$ 65,976 
$ 425,000 
$ 27,000 
$ 29,000 
$ 53,000 
$ 83,402 
$ 47,500