Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 15, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Manufactured Housing Properties Inc. | ||
Entity Central Index Key | 0001277998 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Entity Common Stock, Shares Outstanding | 12,895,062 | ||
Entity Public Float | $ 11,574,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Investment Property | ||
Land | $ 4,357,950 | $ 4,357,950 |
Site and Land Improvements | 6,781,845 | 6,773,316 |
Buildings and Improvements | 1,441,222 | 1,239,504 |
Acquisition Cost | 140,758 | 140,758 |
Total Investment Property | 12,721,775 | 12,511,528 |
Accumulated Depreciation and Amortization | (699,184) | (164,894) |
Net Investment Property | 12,022,591 | 12,346,634 |
Cash and Cash Equivalents | 458,271 | 355,935 |
Accounts Receivable, net | 12,987 | 46,400 |
Other Assets | 99,472 | 49,971 |
Total Assets | 12,593,321 | 12,798,940 |
Liabilities | ||
Accounts Payable | 71,091 | 35,726 |
Loans Payable | 9,086,110 | 9,205,647 |
Loans Payable - related party | 890,632 | 441,882 |
Convertible Note Payable Related Party | 2,754,550 | 2,754,550 |
Accrued Liabilities | 612,819 | 136,360 |
Tenant Security Deposits | 131,149 | 88,337 |
Total Liabilities | 13,546,351 | 12,662,502 |
Stockholders' equity (deficit) | ||
Preferred Stock (Stock par value $0.01 per share, 10,000,000 shares authorized, of which 4,000,000 shares designated Series A Cumulative Convertible, and zero shares are issued and outstanding as of December 31, 2018 and 2017, respectively) | 0 | 0 |
Common Stock (Stock par value $0.01 per share, 200,000,000 shares authorized, 10,350,062 and 10,000,062 shares are issued and outstanding as of December 31, 2018 and 2017, respectively) | 103,500 | 100,000 |
Additional Paid in Capital | 451,567 | 238,803 |
Accumulated deficit | (1,801,338) | (504,945) |
Total Manufactured Housing properties Inc. Stockholders' Equity (Deficit) | (1,246,271) | (166,142) |
Non-controlling interest | 293,241 | 302,580 |
Total Equity (Deficit) | (953,030) | 136,438 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 12,593,321 | $ 12,798,940 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value | $ .01 | $ .01 |
Preferred Stock, Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Issued | 0 | 0 |
Preferred Stock, Outstanding | 0 | 0 |
Common Stock, Par Value | $ .01 | $ .01 |
Common Stock, Authorized | 200,000,000 | 200,000,000 |
Common Stock, Issued | 10,350,062 | 10,000,062 |
Common Stock, Outstanding | 10,350,062 | 10,000,062 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||
Rental and Related Income | $ 1,975,312 | $ 689,788 |
Management fees, related party | 4,000 | 0 |
Home sales | 21,000 | 0 |
Total Revenues | 2,000,312 | 689,788 |
Community Operating Expenses | ||
Repair and Maintenance | 135,131 | 26,891 |
Real estate taxes | 81,024 | 31,840 |
Utilities | 149,516 | 97,769 |
Insurance | 54,079 | 12,462 |
General and Administrative Expense | 256,631 | 102,368 |
Total Community Operating Expenses | 676,381 | 271,330 |
Corporate Payroll and Overhead | 1,030,527 | 184,754 |
Depreciation and Amortization Expense | 534,290 | 162,680 |
Interest expense | 1,001,455 | 251,798 |
Reorganization costs | 0 | 304,559 |
Total Expenses | 3,242,653 | 1,175,121 |
Net loss before provision for income taxes | (1,242,341) | (485,333) |
Provision for income taxes | 8,286 | 0 |
Net Loss | (1,250,627) | (485,333) |
Net Income attributable to the non-controlling interest | 45,766 | 20,754 |
Net Loss attributable to the Company | $ (1,296,393) | $ (506,087) |
Weighted Average Shares - Basic and Fully Diluted | 10,100,747 | 5,175,180 |
Weighted Average Basic | $ (0.13) | $ (0.10) |
Weighted Average Fully Diluted | $ (0.13) | $ (0.10) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT - USD ($) | Common Stock | Additional Paid In Capital | Noncontrolling Interest | Retained Earnings (Accumulated Deficit) | Total |
Beginning balance, shares at Dec. 31, 2016 | 3,820,845 | ||||
Beginning balance, amount at Dec. 31, 2016 | $ 38,208 | $ 92,822 | $ 309,533 | $ 1,142 | $ 441,705 |
Stock issued for line of credit, shares | 455,000 | ||||
Stock issued for line of credit, amount | $ 4,550 | 11,053 | 15,603 | ||
Shares issued to consultant for reverse merger, shares | 553,888 | ||||
Shares issued to consultant for reverse merger, amount | $ 5,539 | 13,456 | 18,995 | ||
Capital Contributions, shares | 4,824,155 | ||||
Capital Contributions, amount | $ 48,242 | 117,195 | 165,437 | ||
Stock option expense | 245 | 245 | |||
In-kind contribution of interest | 7,493 | 7,493 | |||
Minority interest distributions | (27,707) | (27,707) | |||
Recapitalization, shares | 346,174 | ||||
Recapitalization, amount | $ 3,461 | (3,461) | |||
Net income (loss) | 20,754 | (506,087) | (485,333) | ||
Ending balance, shares at Dec. 31, 2017 | 10,000,062 | ||||
Ending balance, amount at Dec. 31, 2017 | $ 100,000 | 238,803 | 302,580 | (504,945) | 136,438 |
Stock option expense | 69 | 69 | |||
In-kind contribution of interest | 44,695 | ||||
Minority interest distributions | (55,105) | (55,105) | |||
Imputed interest | 44,695 | 44,695 | |||
Stock issued for services, shares | 350,000 | ||||
Stock issued for services, amount | $ 3,500 | 168,000 | 171,500 | ||
Net income (loss) | 45,766 | (1,296,393) | (1,250,627) | ||
Ending balance, shares at Dec. 31, 2018 | 10,350,062 | ||||
Ending balance, amount at Dec. 31, 2018 | $ 103,500 | $ 451,567 | $ 293,241 | $ (1,801,338) | $ (953,030) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities: | ||
Net Loss | $ (1,250,627) | $ (485,333) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
In-kind contribution of interest | 44,695 | 7,493 |
Provision for bad debts | 59,657 | 0 |
Stock option expense | 69 | 245 |
Stock compensation expense | 171,500 | 34,598 |
Depreciation & Amortization | 534,290 | 162,680 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (26,244) | (46,400) |
Other assets | (49,501) | (49,971) |
Accounts payable | 35,365 | 12,133 |
Accrued expenses | 476,459 | 125,124 |
Other Liabilities and deposits | 42,812 | 88,337 |
Net Cash Provided by (used in) Operating Activities | 38,475 | (151,094) |
Cash Flows From Investing Activities: | ||
Purchases of investment properties | (231,247) | (23,322) |
Proceeds from sale of properties | 21,000 | 0 |
Net cash provided by investing activities | (210,247) | (23,322) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock | 0 | 165,437 |
Proceeds from related party note | 448,750 | 441,882 |
Proceeds from note payables | 117,014 | (70,540) |
Repayments of notes payable | (236,551) | 0 |
Non controlling interest Distributions | (55,105) | (27,707) |
Net cash provided by financing activities | 274,108 | 509,072 |
Net Change in Cash and cash equivalents | 102,336 | 334,656 |
Cash and cash equivalents at Beginning of the Period | 355,935 | 21,279 |
Cash and cash equivalents at End of the Period | 458,271 | 355,935 |
Cash paid for: Income Taxes | 8,286 | 0 |
Cash paid for: Interest | $ 751,344 | $ 159,234 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | (A) Organization The Company is a Nevada corporation whose principal activities together with its affiliates, acquires, owns, and operates manufactured housing communities. Mobile Home Rental Holdings (“MHRH”) was formed in April 2016 to acquire the assets for Pecan Grove MHP in November 2016 and Butternut MHP in April 2017. To continue the acquisition and aggregation of mobile home parks, MHRH intend to raise capital in the public markets. Therefore, on October 21, 2017, MHRH was acquired by and merged with a public entity Stack-it Storage, Inc. (OTC: STAK). As part of the merger transaction, Stack-it Storage, Inc. changed its name to Manufactured Housing Properties Inc. (OTC: MHPC). For accounting purposes, this transaction was accounted for as a reverse merger and has been treated as a recapitalization of Stack-it Storage, Inc. with Manufactured Housing Properties, Inc. as the accounting acquirer. Basis of Presentation The Company prepares its consolidated financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s subsidiaries are all formed in the state of North Carolina as Limited Liability Companies. The acquisition and date of consolidation are as follows: Date of Consolidation Subsidiary Ownership October 2016 Pecan Grove MHP, LLC 75% April 2017 Butternut MHP, LLC 100% November 2017 Azalea MHP, LLC 100% November 2017 Holly Faye MHP, LLC 100% November 2017 Chatham MHP, LLC 100% November 2017 Lake View MHP, LLC 100% December, 2017 Maple Hills MHP, LLC 100% All intercompany transactions and balances have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated. Revenue Recognition The Company follows Topic 606 of the FASB Accounting Standards Codification for revenue recognition and ASU 2014-09. On January 1, 2018, the Company adopted ASU 2014-09, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the Contract with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or As) the Entity Satisfies a Performance Obligation. Results for reporting periods beginning after January 1, 2018 are presented under ASU 2014-09, while prior period amounts are not adjusted and continue to be reported under the previous accounting standards. There was no impact to revenues as a result of applying ASU 2014-09 for year ended December 31, 2018, and there have not been any significant changes to our business processes, systems, or internal controls as a result of implementing the standard. The Company recognizes rental income revenues on a monthly basis based on the terms of the lease agreement which are for either the land or a combination of both, the mobile home and land. Home sales revenues are recognized upon the sale of a home with an executed sales agreement. The Company has deferred revenues from home lease purchase options and records those option fees as deferred revenues and then records them as revenues when (1) the lease purchase option term is completed and title has been transferred, or (2) the leaseholder defaults on the lease terms resulting in a termination of the agreement which allows us to keep any payments as liquidated damages. Accounts receivable consist primarily of amounts currently due from residence. Accounts receivables are reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for losses. The Company records an allowance for bad debt when recievables are over 90 days old. Acquisitions The Company accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements and rental homes. The Company allocates the purchase price of an acquired property generally determined by internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. Total dilutive securities outstanding as of December 31, 2018 and 2017 totaled 541,334 and 698,000 stock options, respectively and 793,683 and 786,695 convertible shares, respectively, which are not included in dilutive loss per share as the effect would be anti-dilutive. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant accounting estimates and assumptions affecting the consolidated financial statements were the estimates and assumptions used in valuation of equity and derivative instruments. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include the assumptions used in valuing equity-based transactions, valuation of deferred tax assets, depreciable lives of property and equipment and valuation of investment property. Investment Property and Equipment and Depreciation Property and equipment are carried at cost. Depreciation for Sites and Building is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 15 to 25 years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). Land Development Costs are not depreciated until they are put in use, at which time they are capitalized as Sites and Land Improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current year’s results of operations. Impairment Policy The Company applies Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 360-10, Property, Plant & Equipment (“ASC 360-10”) to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded. Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company's cash are financially secure and, accordingly, minimal credit risk exists. At December 31, 2018 and 2017, the Company had no cash balances above the FDIC-insured limit, respectively. Stock Based Compensation All stock based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable the measurement date is the date the award is issued. The company recorded stock option expense of $69 and $245 during the years ended December 31, 2018 and 2017, respectively. Fair Value of Financial Instruments We follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (“U.S. GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Recent Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting.” ASU 2017-09 clarifies which changes to the terms or conditions of a share-based payment award are subject to the guidance on modification accounting under FASB Accounting Standards Codification Topic 718. Entities would apply the modification accounting guidance unless the value, vesting requirements and classification of a share-based payment award are the same immediately before and after a change to the terms or conditions of the award. ASU No. 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has evaluated the potential impact this standard may have on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. On February 22, 2017, the FASB issued ASU No. 2017-05, “Other Income -Gains and Losses from the Derecognition of Nonfinancial Assets.” ASU 2017-05 provides guidance for recognizing gains and losses from the transfer of nonfinancial assets and in substance nonfinancial assets in contracts with noncustomers, unless other specific guidance applies. The standard requires a company to derecognize nonfinancial assets once it transfers control of a distinct nonfinancial asset or distinct in substance nonfinancial asset. Additionally, when a company transfers its controlling interest in a nonfinancial asset, but retains a noncontrolling ownership interest, the company is required to measure any noncontrolling interest it receives or retains at fair value. The guidance requires companies to recognize a full gain or loss on the transaction. As a result of the new guidance, the guidance specific to real estate sales in ASC 360-20 will be eliminated. As such, sales and partial sales of real estate assets will now be subject to the same derecognition model as all other nonfinancial assets. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. The Company has evaluated the potential impact this standard may have on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017. Early adoption is permitted. The Company believes that the adoption of this standard will not have a material impact on our financial position, results of operations or cash flows. The Company has evaluated the potential impact this standard may have on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2019. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. ASU 2016-02 will be effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company has evaluated the potential impact this standard may have on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017, and early adoption is permitted. The Company has evaluated the potential impact this standard may have on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. In June 2018, the FASB issued ASU 2018-07 “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying Consolidated Financial Statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
Going Concern | |
GOING CONCERN | The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. There is substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. 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. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Our working capital has been provided by our operating activities and our related party note. As of December 31, 2018, the related party entity with a common ownership to the Company’s president loaned the Company $890,632 for costs related to Reorganization cost and working capital. The related party note has a five-year term with no annual interest and principal payments are deferred to maturity date for a total credit line of $1.5 million. Except our line of credit, generally, our promissory notes on our acquisitions range from 4.5% to 7.0% with 20 to 25 years principal amortization. Two of the promissory notes had an initial 6 months period on interest only payments. The Line of Credit is interest only payment based on 10%, and 8% deferred till maturity to be paid with principal balance. We plan to meet our short-term liquidity requirements of approximately $1,053,174 for the next twelve months, generally through available cash as well as net cash provided by operating activities and availability under our existing related party note of $890,632. We also have availability from our lenders under our loan agreements for Capital expenditure needs on our acquisitions. We expect these resources to help the Company meet operating working capital requirements. The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes. |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | The following table summarizes the Company's property and equipment balances are generally used to depreciate the assets on a straight-line basis: Fixed Assets 2018 2017 Investment Property Land $ 4,357,950 $ 4,357,950 Site and Land Improvements 6,781,845 6,773,316 Buildings and Improvements 1,441,222 1,239,504 Acquisition Cost 140,758 140,758 Total Investment Property 12,721,775 12,511,528 Accumulated Depreciation & Amortization (699,184 ) (164,894 ) Net Investment Property $ 12,022,591 $ 12,346,634 Depreciation & Amortization Expense for the years ended December 31, 2018 and 2017 were $534,290 and $162,680, respectively. Total additional fixed assets during the years ended December 31, 2018 and 2017 were $231,247 and $23,322, respectively. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' equity (deficit) | |
ACQUISITIONS | The Company had no additional acquisition during the year ended December 31, 2018. During the fourth quarter 2016, the Company acquired the assets of its first manufactured housing community containing 81 home sites. During the year ended December 31, 2017, the company acquired the assets of six manufactured housing communities containing approximately 360 home sites. These were asset acquisitions from third parties and have been accounted for as asset acquisitions. The acquisition date estimated fair value was determined by third party appraisals. The acquisition of the acquired assets consisted of the following: Acquisition Total Purchase Acquisition Date Name Land Improvements Building Cost Price November, 2016 Pecan Grove MHP $ 1,338,750 $ 443,034 $ - $ 30,644 $ 1,812,428 April, 2017 Butternut MHP 85,000 1,120,063 419,504 31,613 1,656,180 November, 2017 Azalea MHP 149,200 557,953 - 14,884 722,037 November, 2017 Holly Faye MHP 160,000 532,965 - 4,850 697,815 November, 2017 Chatham MHP 940,000 962,285 - 21,001 1,923,286 November, 2017 Lake View MHP 520,000 1,216,306 28,410 1,764,716 December, 2017 Maple Hills MHP 1,165,000 1,940,710 820,000 9,356 3,935,066 Total $ 4,357,950 $ 6,773,316 $ 1,239,504 $ 140,758 $ 12,511,528 Pro-forma Financial Information The following unaudited pro-forma information presents the combined results of operations for the periods as if the above acquisitions of manufactured housing communities had been completed on January 1, 2017. For the Year Ended December 31, 2017 Total Revenue $ 1,706,957 Total Expenses 2,863,305 Net Loss $ (1,156,348 ) Net Income Attributable to non-controlling interest 20,754 Net Loss Attributable to the Company $ (1,177,102 ) Net Loss per common share, basic and diluted $ (0.12 ) |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | Preferred Stock Our Articles of Incorporation, as amended, further authorize the Board of Directors to issue, from time to time, without stockholder approval, up to 10,000,000 shares of preferred stock ($0.01par value). As of the date hereof, no shares of preferred stock are issued and outstanding. In the first quarter of 2019, we executed Subscription Agreements relating to the sale of 280,000 shares of our Series A Cumulative Convertible Preferred Stock for a total of $700,000 in cash. This is a part of a total of $10,000,000 that we are seeking through the sale of shares of our preferred stock to acquire assets of manufactured housing communities in our pipeline. The preferred share that will be issued will provide purchasers with an annual return of 8% annually, paid in monthly distributions, and 1.5 times the initial investment at redemption after 5 years for a total IRR of approximately 16%. Our Series A Cumulative Convertible Preferred Stockholder shall have the right to convert into common stock at $2.50 per share at any time. The Company shall have the right, but not the obligation, to cause a conversion of the shares of its Series A Preferred Stock into shares of our Common Stock at a conversion rate of $2.50 per share of Common Stock when the Market Price of the shares of our Common Stock reaches $2.50. Our Series A Cumulative Convertible Preferred Stock have liquidity rights over our common shareholders. Our Series A Cumulative Convertible Preferred Stock requires that the Company may not authorize or issue any class or series of equity securities ranking senior to the Shares as to dividends or distributions upon liquidation or amend our charter to materially and adversely change the terms of the shares of Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series A Preferred Stock will not have any voting rights. Common Stock Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share. Stock issued for Service In November 2017, the Company issued 455,000 shares of stock for services to a lender under a line of credit facility agreement with a fair value of $15,603, and 553,888 shares of stock for services to a financial advisor in relation to the Merger with a fair value of $18,995. In November 2018, the Company issued 350,000 shares of stock for services to an investment bank for advisory services with a fair value of $171,500. Stock issued for Cash In November 2017, the Company issued 4,824,155 shares of stock for cash of $165,437 to its founder and Chairman of the Board. (C) - Stock issued for Recapitalization In November 2017, the Company was deemed to issue 346,174 shares of stock to its former shareholders related to the recapitalization related to shares issued to the previous legacy stockholders. (D ) – Stock Split In March 2018, the Company completed a 1-for-6 reverse split of its outstanding shares of common stock resulting in our total outstanding common shares to be 10,000,062 from 60,000,000. The consolidated financial statements have been retroactively adjusted to reflect the stock split. (E) - Equity Incentive Plan In December 2017, the Board of Directors, with the approval of a majority of the stockholders of the Company, adopted the Equity Incentive Plan (the “Plan”) which will be administered by a committee appointed by the Board. The Company, under its Equity Incentive Plan, issues options to various officers and directors. One third of the options vest immediately, and two thirds vest in equal annual installments over a two-year period. All of the options are exercisable at a purchase price of $.01 per share. The company recorded stock option expense of $69 and $245 during the years ended December 31, 2018 and 2017, respectively. The following table summarizes the stock options outstanding as of December 31, 2018 and 2017: Number of options Weighted average exercise price (per share) Weighted average remaining contractual term (in years) Outstanding at December 31, 2016 - $ - - Granted 698,000 0.01 10.0 Exercised - - - Forfeited / cancelled / expired - - - Outstanding at December 31, 2017 698,000 $ 0.01 10.0 Granted - - - Exercised - - - Forfeited / cancelled / expired (156,666 ) (0.01 ) - Outstanding at December 31, 2018 541,334 $ 0.01 9.0 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options holders exercised their options on December 31, 2018. As of December 31, 2018, there were 377,000 “in-the-money” options with an aggregate intrinsic value of $373,230. The following table summarizes information concerning options outstanding as of December 31, 2018: Strike Price Range ($) Outstanding stock options Weighted average remaining contractual term (in years) Weighted average outstanding strike price Vested stock options Weighted average vested strike price $ 0.01 541,334 9.0 $ 0.01 377,000 $ 0.01 The following table summarizes information concerning options outstanding as of December 31, 2017: Strike Price Range ($) Outstanding stock options Weighted average remaining contractual term (in years) Weighted average outstanding strike price Vested stock options Weighted average vested strike price $ 0.01 698,000 10.0 $ 0.01 232,667 $ 0.01 The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted. The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated. Stock option assumptions December 31, 2018 December 31, 2017 Risk-free interest rate - 1.95 % Expected dividend yield - 0.00 % Expected volatility - 16.71 % Expected life of options (in years) - 10 (F) Non-Controlling Interest As of December 31, 2018, the Company owned 75% of membership interest in Pecan Grove MHP LLC from an unaffiliated investor. During the years ended December 31, 2018 and 2017, the Company made a total distribution of $55,105 and $27,707 to the non-controlling interest, respectively. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' equity (deficit) | |
STOCKHOLDERS' EQUITY | Preferred Stock Our Articles of Incorporation, as amended, further authorize the Board of Directors to issue, from time to time, without stockholder approval, up to 10,000,000 shares of preferred stock ($0.01par value). As of the date hereof, no shares of preferred stock are issued and outstanding. In the first quarter of 2019, we executed Subscription Agreements relating to the sale of 280,000 shares of our Series A Cumulative Convertible Preferred Stock for a total of $700,000 in cash. This is a part of a total of $10,000,000 that we are seeking through the sale of shares of our preferred stock to acquire assets of manufactured housing communities in our pipeline. The preferred share that will be issued will provide purchasers with an annual return of 8% annually, paid in monthly distributions, and 1.5 times the initial investment at redemption after 5 years for a total IRR of approximately 16%. Our Series A Cumulative Convertible Preferred Stockholder shall have the right to convert into common stock at $2.50 per share at any time. The Company shall have the right, but not the obligation, to cause a conversion of the shares of its Series A Preferred Stock into shares of our Common Stock at a conversion rate of $2.50 per share of Common Stock when the Market Price of the shares of our Common Stock reaches $2.50. Our Series A Cumulative Convertible Preferred Stock have liquidity rights over our common shareholders. Our Series A Cumulative Convertible Preferred Stock requires that the Company may not authorize or issue any class or series of equity securities ranking senior to the Shares as to dividends or distributions upon liquidation or amend our charter to materially and adversely change the terms of the shares of Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series A Preferred Stock will not have any voting rights. Common Stock Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share. Stock issued for Service In November 2017, the Company issued 455,000 shares of stock for services to a lender under a line of credit facility agreement with a fair value of $15,603, and 553,888 shares of stock for services to a financial advisor in relation to the Merger with a fair value of $18,995. In November 2018, the Company issued 350,000 shares of stock for services to an investment bank for advisory services with a fair value of $171,500. Stock issued for Cash In November 2017, the Company issued 4,824,155 shares of stock for cash of $165,437 to its founder and Chairman of the Board. (C) - Stock issued for Recapitalization In November 2017, the Company was deemed to issue 346,174 shares of stock to its former shareholders related to the recapitalization related to shares issued to the previous legacy stockholders. (D ) – Stock Split In March 2018, the Company completed a 1-for-6 reverse split of its outstanding shares of common stock resulting in our total outstanding common shares to be 10,000,062 from 60,000,000. The consolidated financial statements have been retroactively adjusted to reflect the stock split. (E) - Equity Incentive Plan In December 2017, the Board of Directors, with the approval of a majority of the stockholders of the Company, adopted the Equity Incentive Plan (the “Plan”) which will be administered by a committee appointed by the Board. The Company, under its Equity Incentive Plan, issues options to various officers and directors. One third of the options vest immediately, and two thirds vest in equal annual installments over a two-year period. All of the options are exercisable at a purchase price of $.01 per share. The company recorded stock option expense of $69 and $245 during the years ended December 31, 2018 and 2017, respectively. The following table summarizes the stock options outstanding as of December 31, 2018 and 2017: Number of options Weighted average exercise price (per share) Weighted average remaining contractual term (in years) Outstanding at December 31, 2016 - $ - - Granted 698,000 0.01 10.0 Exercised - - - Forfeited / cancelled / expired - - - Outstanding at December 31, 2017 698,000 $ 0.01 10.0 Granted - - - Exercised - - - Forfeited / cancelled / expired (156,666 ) (0.01 ) - Outstanding at December 31, 2018 541,334 $ 0.01 9.0 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options holders exercised their options on December 31, 2018. As of December 31, 2018, there were 377,000 “in-the-money” options with an aggregate intrinsic value of $373,230. The following table summarizes information concerning options outstanding as of December 31, 2018: Strike Price Range ($) Outstanding stock options Weighted average remaining contractual term (in years) Weighted average outstanding strike price Vested stock options Weighted average vested strike price $ 0.01 541,334 9.0 $ 0.01 377,000 $ 0.01 The following table summarizes information concerning options outstanding as of December 31, 2017: Strike Price Range ($) Outstanding stock options Weighted average remaining contractual term (in years) Weighted average outstanding strike price Vested stock options Weighted average vested strike price $ 0.01 698,000 10.0 $ 0.01 232,667 $ 0.01 The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted. The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated. Stock option assumptions December 31, 2018 December 31, 2017 Risk-free interest rate - 1.95 % Expected dividend yield - 0.00 % Expected volatility - 16.71 % Expected life of options (in years) - 10 (F) Non-Controlling Interest As of December 31, 2018, the Company owned 75% of membership interest in Pecan Grove MHP LLC. During December of 2018, the Company's Chief Executive Officer acquired the 25% minority interest in Pecan Grove MHP from an unaffiliated investor. During the years ended December 31, 2018 and 2017, the Company made a total distribution of $55,105 and $27,707 to the non-controlling interest, respectively (see note 10). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”) that significantly reforms the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs”; and repeal of the federal Alternative Minimum Tax (“AMT”). At December 31, 2017, the Company had deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by the Federal statutory tax rate of 34%. As management of the Company cannot determine that it is more likely than not that we will realize the benefit of the deferred tax assets, a valuation allowance equal to the deferred tax asset has been established at December 31, 2017. The significant components of the deferred tax asset at December 31, 2018 and 2017 was as follows: For the Years Ended December 31, 2018 December 31, 2017 Statutory rate applied to income (loss) before income taxes $ (322,845 ) $ (183,432 ) Increase in income taxes results from: Non-deductible expense 55,606 16,212 Change in tax rate estimates - 54,210 Change in valuation allowance 275,525 113,010 Income tax expense (benefit) $ 8,286 $ - The difference between income tax expense computed by applying the federal statutory corporate tax rate and provision for actual income tax is as follows: For the Year Ended December 31, 2018 December 31, 2017 Income tax benefit at U.S. statutory rate of 34% -21.00 % -34.00 % Income tax benefit - State -2.04 % -3.80 % Non-deductible expense 4.29 % 3.34 % Change in tax rate estimates 0.00 % 11.17 % Change in valuation allowance 21.25 % 23.29 % Income tax expense (benefit) 2.50 % 0.00 % Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The effects of temporary differences that gave rise to deferred tax assets are as follows: For the Year Ended Deferred tax assets: December 31, 2018 December 31, 2017 Amortization expense $ 7,288 $ 2,619 Operating loss carryforwards 381,247 110,391 Gross deferred tax assets 388,535 113,010 Valuation allowance (388,535 ) (113,010 ) Net deferred income tax asset $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | During the first quarter of 2019, we entered into agreements to acquire the assets of three manufactured housing communities totaling approximately $10,715,000. The three transactions will be accounted for as asset acquisition, and we expect to close them in the second quarter of 2019. In March of 2019, we refinanced a total of $4,920,750 from our current loans payable to $8,241,609 of new notes payable from five of our seven existing communities, resulting in an additional loan payable of $3,320,859. The Company used the additional loans payable proceeds from the refinance to retire our Convertible Note Payable of $2,754,550 plus accrued interest. $4,573,000 of the total $8,241,609, representing the refinancing portion for Azalea, Holly Faye, and Pecan Grove required a personal guarantee from our Chief Executive Officer. In February of 2019, we executed an amendment to our Convertible Note Payable to make available the $3,000,000 line of credit for redeployment under the same terms. The amendment requires the Company to issue the lender an additional 545,000 shares of common stock to the lender with a fair value of $16,350. The amendment eliminated the convertible option to the lender to purchase up to 864,500 shares of newly issued common stock for a purchase price of $3,000,000 minus the value of the outstanding principal of the Note, if any, previously converted into equity. The amendment gives the lender the right and option to purchase its pro rata share of debt or equity securities issued in order to allow lender to maintain a 10% equity interest into the Company for seven years from the date of the amendment. In January 2019, we agree to acquire the 25% minority interest in Pecan Grove, and we will issue 2,000,000 shares of our common stock to Gvest Real Estate for the minority interest acquisition which were valued at the historical cost value of $537,562. In the first quarter of 2019, we executed Subscription Agreements relating to the sale of 280,000 shares of our Series A Cumulative Convertible Preferred Stock for a total of $700,000 in cash. This is a part of a total of $10,000,000 that we are seeking through the sale of shares of our preferred stock to acquire assets of manufactured housing communities in our pipeline. The preferred share that will be issued will provide purchasers with an annual return of 8% annually, paid in monthly distributions, and 1.5 times the initial investment at redemption after 5 years for a total IRR of approximately 16%. Our Series A Cumulative Convertible Preferred Stockholder shall have the right to convert into common stock at $2.50 per share at any time. The Company shall have the right, but not the obligation, to cause a conversion of the shares of its Series A Preferred Stock into shares of our Common Stock at a conversion rate of $2.50 per share of Common Stock when the Market Price of the shares of our Common Stock reaches $2.50. Our Series A Cumulative Convertible Preferred Stock have liquidity rights over our common shareholders. Our Series A Cumulative Convertible Preferred Stock requires that the Company may not authorize or issue any class or series of equity securities ranking senior to the Shares as to dividends or distributions upon liquidation or amend our charter to materially and adversely change the terms of the shares of Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series A Preferred Stock will not have any voting rights. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Revenue Recognition | The Company follows Topic 606 of the FASB Accounting Standards Codification for revenue recognition and ASU 2014-09. On January 1, 2018, the Company adopted ASU 2014-09, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the Contract with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or As) the Entity Satisfies a Performance Obligation. Results for reporting periods beginning after January 1, 2018 are presented under ASU 2014-09, while prior period amounts are not adjusted and continue to be reported under the previous accounting standards. There was no impact to revenues as a result of applying ASU 2014-09 for year ended December 31, 2018, and there have not been any significant changes to our business processes, systems, or internal controls as a result of implementing the standard. The Company recognizes rental income revenues on a monthly basis based on the terms of the lease agreement which are for either the land or a combination of both, the mobile home and land. Home sales revenues are recognized upon the sale of a home with an executed sales agreement. The Company has deferred revenues from home lease purchase options and records those option fees as deferred revenues and then records them as revenues when (1) the lease purchase option term is completed and title has been transferred, or (2) the leaseholder defaults on the lease terms resulting in a termination of the agreement which allows us to keep any payments as liquidated damages. Accounts receivable consist primarily of amounts currently due from residence. Accounts receivables are reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for losses. The Company records an allowance for bad debt when recievables are over 90 days old. |
Acquisitions | The Company accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements and rental homes. The Company allocates the purchase price of an acquired property generally determined by internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase. |
Net Income (Loss) Per Share | Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. Total dilutive securities outstanding as of December 31, 2018 and 2017 totaled 541,334 and 698,000 stock options, respectively and 793,683 and 786,695 convertible shares, respectively, which are not included in dilutive loss per share as the effect would be anti-dilutive. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant accounting estimates and assumptions affecting the consolidated financial statements were the estimates and assumptions used in valuation of equity and derivative instruments. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include the assumptions used in valuing equity-based transactions, valuation of deferred tax assets, depreciable lives of property and equipment and valuation of investment property. |
Investment Property and Equipment and Depreciation | Property and equipment are carried at cost. Depreciation for Sites and Building is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 15 to 25 years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). Land Development Costs are not depreciated until they are put in use, at which time they are capitalized as Sites and Land Improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current year’s results of operations. |
Impairment Policy | The Company applies Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 360-10, Property, Plant & Equipment (“ASC 360-10”) to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded. |
Cash and Cash Equivalents | The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company's cash are financially secure and, accordingly, minimal credit risk exists. At December 31, 2018 and 2017, the Company had no cash balances above the FDIC-insured limit, respectively. |
Stock Based Compensation | All stock based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable the measurement date is the date the award is issued. The Company recorded stock option expense of $69 and $245 during the years ended December 31, 2018 and 2017, respectively. |
Fair Value of Financial Instruments | We follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (“U.S. GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. |
Recent Accounting Pronouncements | In May 2017, the FASB issued ASU No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting.” ASU 2017-09 clarifies which changes to the terms or conditions of a share-based payment award are subject to the guidance on modification accounting under FASB Accounting Standards Codification Topic 718. Entities would apply the modification accounting guidance unless the value, vesting requirements and classification of a share-based payment award are the same immediately before and after a change to the terms or conditions of the award. ASU No. 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has evaluated the potential impact this standard may have on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. On February 22, 2017, the FASB issued ASU No. 2017-05, “Other Income -Gains and Losses from the Derecognition of Nonfinancial Assets.” ASU 2017-05 provides guidance for recognizing gains and losses from the transfer of nonfinancial assets and in substance nonfinancial assets in contracts with noncustomers, unless other specific guidance applies. The standard requires a company to derecognize nonfinancial assets once it transfers control of a distinct nonfinancial asset or distinct in substance nonfinancial asset. Additionally, when a company transfers its controlling interest in a nonfinancial asset, but retains a noncontrolling ownership interest, the cCompany is required to measure any noncontrolling interest it receives or retains at fair value. The guidance requires companies to recognize a full gain or loss on the transaction. As a result of the new guidance, the guidance specific to real estate sales in ASC 360-20 will be eliminated. As such, sales and partial sales of real estate assets will now be subject to the same derecognition model as all other nonfinancial assets. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. The Company has evaluated the potential impact this standard may have on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017. Early adoption is permitted. The Company believes that the adoption of this standard will not have a material impact on our financial position, results of operations or cash flows. The Company has evaluated the potential impact this standard may have on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2019. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. ASU 2016-02 will be effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company has evaluated the potential impact this standard may have on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017, and early adoption is permitted. The Company has evaluated the potential impact this standard may have on the consolidated financial statements and determined that it had no impact on the consolidated financial statements. In June 2018, the FASB issued ASU 2018-07 “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying Consolidated Financial Statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of subsidiaries | Date of Consolidation Subsidiary Ownership October 2016 Pecan Grove MHP, LLC 75% April 2017 Butternut MHP, LLC 100% November 2017 Azalea MHP, LLC 100% November 2017 Holly Faye MHP, LLC 100% November 2017 Chatham MHP, LLC 100% November 2017 Lake View MHP, LLC 100% December, 2017 Maple Hills MHP, LLC 100% |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Fixed Assets 2018 2017 Investment Property Land $ 4,357,950 $ 4,357,950 Site and Land Improvements 6,781,845 6,773,316 Buildings and Improvements 1,441,222 1,239,504 Acquisition Cost 140,758 140,758 Total Investment Property 12,721,775 12,511,528 Accumulated Depreciation & Amortization (699,184 ) (164,894 ) Net Investment Property $ 12,022,591 $ 12,346,634 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions Tables Abstract | |
Acquired assets | Acquisition Total Purchase Acquisition Date Name Land Improvements Building Cost Price November, 2016 Pecan Grove MHP $ 1,338,750 $ 443,034 $ - $ 30,644 $ 1,812,428 April, 2017 Butternut MHP 85,000 1,120,063 419,504 31,613 1,656,180 November, 2017 Azalea MHP 149,200 557,953 - 14,884 722,037 November, 2017 Holly Faye MHP 160,000 532,965 - 4,850 697,815 November, 2017 Chatham MHP 940,000 962,285 - 21,001 1,923,286 November, 2017 Lake View MHP 520,000 1,216,306 28,410 1,764,716 December, 2017 Maple Hills MHP 1,165,000 1,940,710 820,000 9,356 3,935,066 Total $ 4,357,950 $ 6,773,316 $ 1,239,504 $ 140,758 $ 12,511,528 |
Pro-forma Financial Information | For the Year Ended December 31, 2017 Total Revenue $ 1,706,957 Total Expenses 2,863,305 Net Loss $ (1,156,348 ) Net Income Attributable to non-controlling interest 20,754 Net Loss Attributable to the Company $ (1,177,102 ) Net Loss per common share, basic and diluted $ (0.12 ) |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of secured outstanding debt | Maturity Interest Balance Balance Date Rate 12/31/18 12/31/17 Butternut MHP Land LLC 3/30/20 6.500 % $ 1,134,971 $ 1,155,619 Butternut MHP Land LLC Mezz 4/1/27 7.000 % 287,086 294,160 Pecan Grove MHP LLC *** 11/4/26 4.500 % 1,270,577 1,310,345 Azalea MHP LLC *** 11/10/27 5.000 % 598,571 495,023 Holly Faye MHP LLC *** 10/1/38 4.000 % 462,328 505,500 Chatham MHP LLC *** 12/1/22 5.125 % 1,366,753 1,395,000 Lake View MHP LLC *** 12/1/22 5.125 % 1,222,521 1,250,000 Maple MHP LLC 1/1/23 5.125 % 2,743,303 2,800,000 Totals note payables 9,086,110 9,205,647 Convertible notes payable (**) 5/8/19 18.000 % 2,754,550 2,754,550 Related Party notes payable 09/30/22 (*) 890,632 441,882 Total convertible note and notes payable including related party $ 12,731,292 $ 12,402,079 |
Summary of minimum annual principal payments of notes payable | 2019 $ 2,992,665 2020 1,326,854 2021 238,061 2022 3,432,253 2023 and Thereafter 4,741,459 Total minimum principal payments $ 12,731,292 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders Equity | |
Summary of stock option activity | Number of options Weighted average exercise price (per share) Weighted average remaining contractual term (in years) Outstanding at December 31, 2016 - $ - - Granted 698,000 0.01 10.0 Exercised - - - Forfeited / cancelled / expired - - - Outstanding at December 31, 2017 698,000 $ 0.01 10.0 Granted - - - Exercised - - - Forfeited / cancelled / expired (156,666 ) - - Outstanding at December 31, 2018 541,334 $ 0.01 9.0 |
Summary of stock options outstanding | The following table summarizes information concerning options outstanding as of December 31, 2018: Strike Price Range ($) Outstanding stock options Weighted average remaining contractual term (in years) Weighted average outstanding strike price Vested stock options Weighted average vested strike price $ 0.01 541,334 9.0 $ 0.01 377,000 $ 0.01 The following table summarizes information concerning options outstanding as of December 31, 2017: Strike Price Range ($) Outstanding stock options Weighted average remaining contractual term (in years) Weighted average outstanding strike price Vested stock options Weighted average vested strike price $ 0.01 698,000 10.0 $ 0.01 232,667 $ 0.01 |
Assumptions of stock options granted | Stock option assumptions December 31, 2018 December 31, 2017 Risk-free interest rate - 1.95 % Expected dividend yield - 0.00 % Expected volatility - 16.71 % Expected life of options (in years) - 10 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) | For the Years Ended December 31, 2018 December 31, 2017 Statutory rate applied to income (loss) before income taxes $ (322,845 ) $ (183,432 ) Increase in income taxes results from: Non-deductible expense 55,606 16,212 Change in tax rate estimates - 54,210 Change in valuation allowance 275,525 113,010 Income tax expense (benefit) $ 8,286 $ - |
Income tax rate reconciliation | For the Year Ended December 31, 2018 December 31, 2017 Income tax benefit at U.S. statutory rate of 34% -21.00 % -34.00 % Income tax benefit - State -2.04 % -3.80 % Non-deductible expense 4.29 % 3.34 % Change in tax rate estimates 0.00 % 11.17 % Change in valuation allowance 21.25 % 23.29 % Income tax expense (benefit) 2.50 % 0.00 % |
Deferred tax assets | For the Year Ended Deferred tax assets: December 31, 2018 December 31, 2017 Amortization expense $ 7,288 $ 2,619 Operating loss carryforwards 381,247 110,391 Gross deferred tax assets 388,535 113,010 Valuation allowance (388,535 ) (113,010 ) Net deferred income tax asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Subsidiary 1 | |
Name of subsidiary | Pecan Grove MHP, LLC |
Date of consolidation | October 2016 |
Ownership | 75.00% |
Subsidiary 2 | |
Name of subsidiary | Butternut MHP, LLC |
Date of consolidation | April 2017 |
Ownership | 100.00% |
Subsidiary 3 | |
Name of subsidiary | Azalea MHP, LLC |
Date of consolidation | November 2017 |
Ownership | 100.00% |
Subsidiary 4 | |
Name of subsidiary | Holly Faye MHP, LLC |
Date of consolidation | November 2017 |
Ownership | 100.00% |
Subsidiary 5 | |
Name of subsidiary | Chatham MHP, LLC |
Date of consolidation | November 2017 |
Ownership | 100.00% |
Subsidiary 6 | |
Name of subsidiary | Lake View MHP, LLC |
Date of consolidation | November 2017 |
Ownership | 100.00% |
Subsidiary 7 | |
Name of subsidiary | Maple Hills MHP, LLC |
Date of consolidation | December 2017 |
Ownership | 100.00% |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 4,357,950 | $ 4,357,950 |
Site and Land Improvements | 6,781,845 | 6,773,316 |
Buildings and Improvements | 1,441,222 | 1,239,504 |
Acquisition Cost | 140,758 | 140,758 |
Total Investment Property | 12,721,775 | 12,511,528 |
Less: accumulated depreciation and amortization | (699,184) | (164,894) |
Net Investment Property | $ 12,022,591 | $ 12,346,634 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 534,290 | $ 162,680 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Land | $ 4,357,950 |
Improvements | 6,773,316 |
Building | 1,239,504 |
Acquisition Cost | 140,758 |
Purchase price | $ 12,511,528 |
Pecan Grove MHP | |
Acquisition Date | Nov. 1, 2016 |
Land | $ 1,338,750 |
Improvements | 443,034 |
Building | 0 |
Acquisition Cost | 30,644 |
Purchase price | $ 1,812,428 |
Butternut MHP | |
Acquisition Date | Apr. 1, 2017 |
Land | $ 85,000 |
Improvements | 1,120,063 |
Building | 419,504 |
Acquisition Cost | 31,613 |
Purchase price | $ 1,656,180 |
Azalea MHP | |
Acquisition Date | Nov. 1, 2017 |
Land | $ 149,200 |
Improvements | 557,953 |
Building | 0 |
Acquisition Cost | 14,884 |
Purchase price | $ 722,037 |
Holly Faye MHP | |
Acquisition Date | Nov. 1, 2017 |
Land | $ 160,000 |
Improvements | 532,965 |
Building | 0 |
Acquisition Cost | 4,850 |
Purchase price | $ 697,815 |
Chatham MHP | |
Acquisition Date | Nov. 1, 2017 |
Land | $ 940,000 |
Improvements | 962,285 |
Building | 0 |
Acquisition Cost | 21,001 |
Purchase price | $ 1,923,286 |
Lake View MHP | |
Acquisition Date | Nov. 1, 2017 |
Land | $ 520,000 |
Improvements | 1,216,306 |
Acquisition Cost | 28,410 |
Purchase price | $ 1,764,716 |
Maple Hills MHP | |
Acquisition Date | Dec. 1, 2017 |
Land | $ 1,165,000 |
Improvements | 1,940,710 |
Building | 820,000 |
Acquisition Cost | 9,356 |
Purchase price | $ 3,935,066 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Acquisitions Details 1Abstract | |
Total Revenue | $ 1,706,957 |
Total Expenses | 2,863,305 |
Net Loss | (1,156,348) |
Net Income Attributable to non-controlling interest | 20,754 |
Net Loss Attributable to the Company | $ (1,177,102) |
Net Loss per common share, basic | $ / shares | $ (0.12) |
Net Loss per common share, diluted | $ / shares | $ (0.12) |
PROMISSORY NOTES (Details)
PROMISSORY NOTES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Notes Payable | $ 9,086,110 | $ 9,205,647 |
Convertible Notes Payable | 2,754,550 | 2,754,550 |
Related Party Notes Payable | 890,632 | 441,882 |
Total Convertible Note and Notes Payable including Related Party | $ 12,731,292 | 12,402,079 |
Debt Instrument 1 | ||
Maturity Date | Mar. 30, 2020 | |
Interest Rate | 6.50% | |
Notes Payable | $ 1,134,971 | 1,155,619 |
Debt Instrument 2 | ||
Maturity Date | Apr. 1, 2027 | |
Interest Rate | 7.00% | |
Notes Payable | $ 287,086 | 294,160 |
Debt Instrument 3 | ||
Maturity Date | Nov. 4, 2026 | |
Interest Rate | 4.50% | |
Notes Payable | $ 1,270,577 | 1,310,345 |
Debt Instrument 4 | ||
Maturity Date | Nov. 10, 2027 | |
Interest Rate | 5.00% | |
Notes Payable | $ 598,571 | 495,023 |
Debt Instrument 5 | ||
Maturity Date | Oct. 1, 1938 | |
Interest Rate | 4.00% | |
Notes Payable | $ 462,328 | 505,500 |
Debt Instrument 6 | ||
Maturity Date | Dec. 1, 2022 | |
Interest Rate | 5.125% | |
Notes Payable | $ 1,366,753 | 1,395,000 |
Debt Instrument 7 | ||
Maturity Date | Dec. 1, 2022 | |
Interest Rate | 5.125% | |
Notes Payable | $ 1,222,521 | 1,250,000 |
Debt Instrument 8 | ||
Maturity Date | Jan. 1, 2023 | |
Interest Rate | 5.125% | |
Notes Payable | $ 2,743,303 | $ 2,800,000 |
PROMISSORY NOTES (Details 1)
PROMISSORY NOTES (Details 1) | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 2,992,665 |
2020 | 1,326,854 |
2021 | 238,061 |
2022 | 3,432,253 |
2023 and Thereafter | 4,741,459 |
Total minimum principal payments | $ 12,731,292 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' equity (deficit) | ||
Number of options outstanding, beginning | 698,000 | 0 |
Number of options granted | 0 | 698,000 |
Number of options exercised | 0 | 0 |
Number of options forfeited/cancelled/expired | (156,666) | 0 |
Number of options outstanding, ending | 541,334 | 698,000 |
Weighted average exercise price outstanding, beginning | $ 0.01 | $ 0 |
Weighted average exercise price granted | 0 | 0.01 |
Weighted average exercise price exercised | 0 | 0 |
Weighted average exercise price forfeited/cancelled/expired | 0 | 0 |
Weighted average exercise price outstanding, ending | $ 0.01 | $ 0.01 |
Weighted average remaining contractual terms, beginning | 10 years | |
Weighted average remaining contractual terms, granted | 10 years | |
Weighted average remaining contractual terms, ending | 9 years | 10 years |
STOCKHOLDERS_ EQUITY (Details 1
STOCKHOLDERS’ EQUITY (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders' equity (deficit) | |||
Strike Price Range | 0.01 | 0.01 | |
Outstanding stock options | 541,334 | 698,000 | 0 |
Weighted average remaining contractual term | 9 years | 10 years | |
Weighted average outstanding strike price | $ 0.01 | $ 0.01 | |
Vested stock options | 377,000 | 232,667 | |
Weighted average vested strike price | $ 0.01 | $ 0.01 |
STOCKHOLDERS_ EQUITY (Details 2
STOCKHOLDERS’ EQUITY (Details 2) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' equity (deficit) | ||
Risk-free interest rate | 0.00% | 1.95% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 0.00% | 16.71% |
Expected life of options (in years) | 0 years | 10 years |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' equity (deficit) | ||
Common Stock, Par Value | $ .01 | $ .01 |
Common Stock, Authorized | 200,000,000 | 200,000,000 |
Stock option expense | $ 69 | $ 245 |
Aggregate intrinsic value of all stock options | $ 373,230 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate applied to income (loss) before income taxes | $ (322,845) | $ (183,432) |
Increase in income taxes results from: | ||
Non-deductible expense | 55,606 | 16,212 |
Change in tax rate estimates | 0 | 54,210 |
Change in valuation allowance | 275,525 | 113,010 |
Income tax expense (benefit) | $ 8,286 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at U.S. statutory rate | (21.00%) | (34.00%) |
Income tax benefit - State | (2.04%) | (3.80%) |
Non-deductible expense | 4.29% | 3.34% |
Change in tax rate estimates | 0.00% | 11.17% |
Change in valuation allowance | 21.25% | 23.29% |
Income tax expense (benefit) | 2.50% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Amortization expense | $ 7,288 | $ 2,619 |
Operating loss carryforwards | 381,247 | 110,391 |
Gross deferred tax assets | 388,535 | 113,010 |
Valuation allowance | (388,535) | (113,010) |
Net deferred income tax asset | $ 0 | $ 0 |