UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)


þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter period ended September 30, 2015


or


¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______________________to__________________________


Commission File Number: 333-186282


Train Travel Holdings, Inc.

(Exact name of registrant as specified in its charter)


Nevada

33-1225521

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)


2929 East Commercial Blvd., PH-D,

Ft. Lauderdale, Florida 33308

 (Address of principal executive offices)(Zip Code)


954-440-4678

(Registrant’s telephone number, including area code)


Not applicable

 (Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ   No  ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þ   No  ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

þ


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨   No  þ


As of November 9, 2015 the issuer had 38,729,165 shares of its common stock issued and outstanding.

 

 

 




 


Train Travel Holdings. Inc.


Form 10-Q


 

 

Page No.

PART I

FINANCIAL INFORMATION

 

                        

 

                        

ITEM 1.

FINANCIAL STATEMENTS:

1

 

Condensed Balance Sheets (unaudited)

1

 

Condensed Statements of Operations (unaudited)

2

 

Condensed Statements of Changes in Stockholders’ Deficit (unaudited)

3

 

Condensed Statements of Cash Flows (unaudited)

4

 

Notes to Unaudited Condensed Financial Statements

5

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

14

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

19

ITEM 4.

CONTROLS AND PROCEDURES

19

 

 

 

PART II

OTHER INFORMATION

 

 

 

 

ITEM 1 .

LEGAL PROCEEDINGS

20

ITEM 1A .

RISK FACTORS

20

ITEM 2 .

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

20

ITEM 3 .

DEFAULTS UPON SENIOR SECURITIES

20

ITEM 4 .

MINE SAFETY DISCLOSURES

20

ITEM 5 .

OTHER INFORMATION

20

ITEM 6 .

EXHIBITS

20


FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.


OTHER PERTINENT INFORMATION


Unless specifically set forth to the contrary, when used in this report the terms “Train Travel”, the “Company,” “we”, “us”, “our” and similar terms refer to Train Travel Holdings, Inc., a Nevada corporation and its wholly owned subsidiary Turnkey Home Buyers USA, Inc.





 




 


PART 1.  FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS


Train Travel Holdings, Inc.

Condensed Consolidated Balance Sheets

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

 

(Unaudited)

 

 

 

 

Assets

  

                         

  

  

                         

  

Cash

 

$

7,778

 

 

$

103,324

 

Real estate owned

 

 

114,374

 

 

 

51,363

 

Due from related parties

 

 

146,597

 

 

 

227,100

 

Prepaid insurance

 

 

 

 

 

1,328

 

Total assets

 

$

268,749

 

 

$

383,115

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable & accrued expenses

 

$

28,252

 

 

$

17,881

 

Accounts payable - related party

 

 

64,249

 

 

 

37,513

 

Advances - related party

 

 

225,760

 

 

 

196,912

 

Loan payable

 

 

2,194

 

 

 

2,194

 

Total Current Liabilities

 

 

320,455

 

 

 

254,500

 

Total liabilities

 

 

320,455

 

 

 

254,500

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 1,000,000 shares authorized; 600,000 shares issued and outstanding

 

 

600

 

 

 

600

 

Common stock, $0.001 par value, 75,000,000 shares authorized; 38,729,165 shares issued and outstanding

 

 

38,729

 

 

 

38,729

 

Additional paid-in capital

 

 

1,034,771

 

 

 

681,671

 

Accumulated deficit

 

 

(1,125,806

)

 

 

(592,385

)

Total stockholders' equity (deficit)

 

 

(51,706

)

 

 

128,615

 

Total liabilities and stockholders' equity (deficit)

 

$

268,749

 

 

$

383,115

 



(The accompanying notes are an integral part of these financial statements)

 





1



 


Train Travel Holdings, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

For the Three and Nine Months Ended September 30, 2015


 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Income

  

                         

  

  

                         

  

  

                         

  

  

                         

  

Revenue

 

$

18,571

 

 

$

 

 

$

21,269

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

88,690

 

 

 

172,975

 

 

 

224,682

 

 

 

180,485

 

Legal and professional - related party

 

 

41,462

 

 

 

101,100

 

 

 

162,669

 

 

 

914,437

 

Legal and professional

 

 

44,102

 

 

 

5,594

 

 

 

159,040

 

 

 

26,696

 

Total operating expenses

 

 

174,254

 

 

 

279,669

 

 

 

546,391

 

 

 

1,121,618

 

Income before (provision) benefit from income taxes

 

 

(155,683

)

 

 

(279,669

)

 

 

(525,122

)

 

 

(1,121,618

)

(Provision) benefit from income taxes

 

 

(8,299

)

 

 

 

 

 

(8,299

)

 

 

 

Net loss

 

$

(163,982

)

 

$

(279,669

)

 

$

(533,421

)

 

$

(1,121,618

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share – basic and diluted

 

$

(0.00

)

 

$

(0.01

)

 

$

(0.01

)

 

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding-Basic and Diluted

 

 

38,729,165

 

 

 

35,671,767

 

 

 

38,729,165

 

 

 

35,207,214

 



(The accompanying notes are an integral part of these financial statements)


 






2



 


Train Travel Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)

For the Nine Months Ended September 30, 2015 (Unaudited) and Year Ended December 31, 2014



 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

 

 

 

 

 

Total

 

 

 

$0.001 Par Value

 

 

$0.001 Par Value

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares*

 

 

Amount*

 

 

Capital*

 

 

Deficit

 

 

Equity (Deficit)

 

Balance at December 31, 2013

 

 

 

 

$

 

 

 

19,400,000

 

 

$

19,400

 

 

$

2,800

 

 

$

(22,226

)

 

$

(26

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of preferred stock for services ($0.006 per share)

 

 

600,000

 

 

 

600

 

 

 

 

 

 

 

 

 

174,000

 

 

 

 

 

 

174,600

 

Issuance of shares of common stock in settlement of non-interest bearing advances-related party ($0.006 per share)

 

 

 

 

 

 

 

 

3,991,665

 

 

 

3,992

 

 

 

19,958

 

 

 

 

 

 

23,950

 

Turnkey Home Buyers USA, Inc. purchase

 

 

 

 

 

 

 

 

15,337,500

 

 

 

15,337

 

 

 

484,913

 

 

 

(117,135

)

 

 

383,115

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(453,024

)

 

 

(453,024

)

Balance at December 31, 2014

 

 

600,000

 

 

 

600

 

 

 

38,729,165

 

 

 

38,729

 

 

 

681,671

 

 

 

(592,385

)

 

 

128,615

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of common stock in Turnkey Home Buyers USA, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

353,100

 

 

 

 

 

 

 

353,100

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(533,421

)

 

 

(533,421

)

Balance at September 30, 2015

 

 

600,000

 

 

$

600

 

 

 

38,729,165

 

 

$

38,729

 

 

$

1,034,771

 

 

$

(1,125,806

)

 

$

(51,706

)


* as retroactively adjusted for the 5:1 forward split completed April 4, 2014 and purchase of Turnkey Home Buyers USA , Inc. on July 6, 2015.


(The accompanying notes are an integral part of these financial statements)





3



 


Train Travel Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2015 and 2014


 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2015

 

 

2014

 

Cash flows from operating activities:

  

                         

  

  

                         

  

Net loss

 

$

(533,421

)

 

$

(1,121,618

)

Adjustments to reconcile net loss to net cash provided (used in) operating activities:

 

 

 

 

 

 

 

 

Share based compensation expense

 

 

 

 

 

174,600

 

Write off of bad debt

 

 

 

 

 

169,494

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

(Increase) decrease in other receivables

 

 

 

 

 

178

 

(Increase) decrease in other prepaid expenses

 

 

1,328

 

 

 

2,000

 

Increase (decrease) in accounts payable and accrued expenses

 

 

10,371

 

 

 

229

 

Increase (decrease) in related party payable

 

 

 

 

 

717,500

 

Net cash provided by (used) in operating activities

 

 

(521,722

)

 

 

(57,617

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Loan to Columbia Star Dinner Train

 

 

 

 

 

(169,494

)

Additions to real estate

 

 

(63,011

)

 

 

 

Net cash provided by (used) in investing activities

 

 

(63,011

)

 

 

(169,494

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Bank overdraft

 

 

 

 

 

(10

)

Proceeds from the sale of common stock

 

 

353,100

 

 

 

 

Due to related parties - other costs

 

 

136,087

 

 

 

227,121

 

Net cash provided by (Used) in financing activities

 

 

489,187

 

 

 

227,111

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash

 

 

(95,546

)

 

 

 

Cash and cash equivalents at beginning of period

 

 

103,324

 

 

 

 

Cash and cash equivalents at end of period

 

$

7,778

 

 

$

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

Taxes paid

 

$

8,299

 

 

$

 

Interest paid

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

Non-cash operating activities:

 

 

 

 

 

 

 

 

Settlement of related party advances for 3,991,665 shares of common stock

 

$

 

 

$

23,950

 



(The accompanying notes are an integral part of these financial statements)




4



 


TRAIN TRAVEL HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)


NOTE 1- ORGANIZATION AND GOING CONCERN


Organization and Description of Business


Train Travel Holdings, Inc. (“the Company” or “TTHX”) was incorporated under the laws of the State of Nevada on September 7, 2012 (“Inception”).


From Inception in 2012 through December 2013, our business operations were limited primarily to the development of a business plan to provide consulting services to commercial growers of coffee in El Salvador, the completion of private placements for the offer and sale of our common stock, discussing the offers of consulting services with potential customers, and the signing of the service agreement with Finca La Esmeralda, a private El-Salvadorian company. We discontinued our coffee business on January 23, 2014.


Commencing January 23, 2014, our business plan changed to the acquisition and operation of entertainment train companies, as well as managing and providing consulting services to entertainment train companies. Since January 2014 our management has spent all of its time and effort on developing our business plan, including identifying specific entertainment railroad acquisition targets, engaging in discussions with these potential targets to ascertain the potential level of interest, negotiating general terms with targets, and undertaking early stage due diligence of potential targets. As a result, we entered into non-binding letters of intent with two acquisition candidates and subsequently performed initial stage due diligence. In one case, the railroad was in such disrepair we determined the acquisition to not be feasible at the price being sought by the target. In another case, we determined the price was too high based on our due diligence and could not reach an agreement with the potential seller. We also entered into a series of agreements to operate a dinner train in Missouri which were subsequently unwound. In light of the forgoing, our management has looked to potential new lines of business in addition to pursuing our current line of business.


On July 6, 2015, TTHX completed a share exchange agreement (“the Agreement”) with Turnkey Home Buyers USA, Inc., a Florida corporation (“Turnkey”), TBG Holdings Corporation (‘TBG’), each of the Turnkey shareholders and Train Travel Holdings, Inc., a Florida corporation. TTHX, Turnkey, TBG and Train Travel Holdings, Inc., a Florida corporation, are all under the common control of Neil Swartz and Tim Hart.


Pursuant to the terms of the Agreement, Turnkey shareholders transferred to TTHX all of the issued and outstanding shares of capital stock of Turnkey’s shareholders. In exchange for the acquisition of 100% of Turnkey issued and outstanding shares, TTHX issued 15,337,500 shares of its common stock to Turnkey shareholders. Prior to closing, TBG, a principal shareholder of TTHX and Turnkey, tendered to Turnkey for cancellation 15,000,000 shares of Turnkey common stock.


The TTHX shares issued to the Turnkey shareholders were not registered and were issued in a transaction which was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933. Each of the Turnkey shareholders were accredited investors and no underwriters or placement agents were involved.


As a result of the Agreement, the Turnkey shareholders owned 38.9% of TTHX common stock and 58.5% of the fully diluted common stock as a result of their ownership of the outstanding preferred stock.


Due to the common control of Turnkey and TTHX, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control” and other SEC guidance including for lack of economic substance, the Agreement was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting as a result of a business combination between entities under common control requires the receiving entity (i.e., TTHX) to report the results of operations as if both entities had always been combined. The consolidated financial statements include both entities’ full results since the inception of Turnkey on September 12, 2014.


Effective July 6, 2015, the Board of Directors of TTHX appointed Robert Blair, a principal of Turnkey and formerly a TBG shareholder, as a director of TTHX.

 



5



TRAIN TRAVEL HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)



Founded in September 2014, Turnkey offers clients a full suite of services for residential and commercial real estate transactions. As part of the acquisition, the Company will acquire Turnkey’s subsidiary, a real estate brokerage firm, to handle the sales transactions. Turnkey generates revenue in three primary ways: coaching and mentoring real estate investors to improve their returns, leasing and sales of quality turnkey rental properties, and brokerage of residential and commercial transactions.


In September 2014, Turnkey acquired the intellectual properties of Robert Blair Real Estate, which included videos, instructional books, and an established real estate investor education program. Prior to September 2014, Turnkey’s current management team has been mentoring real estate investors for over 20 years, generating millions of dollars in educational revenue, while providing quality wholesale properties for sale or rent. Turnkey and its existing subsidiary, will be run as subsidiary companies of TTHX and are planning to execute aggressive marketing campaigns and live seminars that will drive traffic to both the education and coaching programs, as well as the wholesale turnkey properties the Turnkey offers to its clients.


The Company now has two operating divisions: (1) the new Turnkey Home Buyers real estate operations and (2) the Train Travel railroad operations, which is actively pursuing acquisitions or management agreements in the excursion railroad industry.


Change of Control


On January 23, 2014, Mr. Francisco Douglas Magana (“Magana”), our then president and controlling shareholder, entered into a Common Stock Purchase Agreement (the “Agreement”) with the Company and Train Travel Holdings Inc. (“Travel Train Holdings Florida”) wherein Magana sold 15,000,000 shares of the Company’s common stock constituting 77.32% of the Company’s issued and outstanding shares of common stock to Travel Train Holdings Florida for an aggregate purchase price of $150,000. The principals of Travel Train Holdings Florida are Neil Swartz and Timothy Hart.


As part of the Agreement, Magana tendered his letter of resignation as the President, Secretary, Treasurer, Director and member of the Company Board effective as of the date of the Agreement.


On January 23, 2014, in Lieu of a Special Meeting the Board of Directors of the Company, we accepted the resignation of Magana and elected Neil Swartz to the positions of Director, President and CEO of the Company and Timothy Hart to the positions of Director, Secretary and CFO.


Going Concern


The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at September 30, 2015, the Company had $7,778 of cash, has incurred losses since Inception of $1,125,806 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed.




6



TRAIN TRAVEL HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)



NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The unaudited financial statements of Train Travel Holdings, Inc. as of September 30, 2015, and for the three and nine months ended September 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and include the Company’s wholly-owned subsidiary, Turnkey Home Buyers USA, Inc. from inception on September 12, 2014. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014, as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.


Principles of Consolidation


The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The results of our subsidiary are consolidated with the Company’s based on guidance from the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 810, “Consolidation” (“ASC 810”).


Accounting estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) 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. Actual results could differ significantly from those estimates.


Cash and Cash Equivalents


The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.


Fair Value Measurement


The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value:


Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.


Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.


Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs.




7



TRAIN TRAVEL HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)



Fair Value of Financial Instruments


The carrying value of cash and cash equivalents, accounts payable, accrued liabilities and related party advances approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.


Income Taxes


The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Revenue Recognition


We anticipate earning income from the operations of residential real estate properties classified as real estate owned. Revenue is recognized when all of the following criteria were met: persuasive evidence of an arrangement existed, services had been provided, all significant contractual obligations had been satisfied, and collection was reasonably assured.


Real Estate Owned and Held-For-Sale


Real estate owned, shown net of accumulated depreciation and impairment charges, is comprised of real property acquired for cash or through partial or full settlement of mortgage debt. Real estate acquired is recorded at its estimated fair value at the time of acquisition.


We allocate the purchase price of our operating properties to land and building and to any other identified intangible assets or liabilities. We finalize our purchase price allocation on these assets within one year of the acquisition date.


Real estate assets are depreciated using the straight-line method over their estimated useful lives. Ordinary repairs and maintenance which are not reimbursed by the tenants are expensed as incurred. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their estimated useful life.


Our properties are individually reviewed for impairment each quarter, if events or circumstances change indicating that the carrying amount of the assets may not be recoverable. We recognize impairment if the undiscounted estimated cash flows to be generated by the assets are less than the carrying amount of those assets. Measurement of impairment is based upon the estimated fair value of the asset. In the evaluation of a property for impairment, many factors are considered, including estimated current and expected operating cash flows from the property during the projected holding period, costs necessary to extend the life or improve the asset, expected capitalization rates, projected stabilized net operating income, selling costs, and the ability to hold and dispose of such real estate owned in the ordinary course of business. Impairment charges may be necessary in the event discount rates, capitalization rates, lease-up periods, future economic conditions, and other relevant factors vary significantly from those assumed in valuing the property.


Real estate is classified as held-for-sale when management commits to a plan of sale, the asset is available for immediate sale, there is an active program to locate a buyer, and it is probable the sale will be completed within one year. Real estate assets that are expected to be disposed of are valued, on an individual asset basis, at the lower of their carrying amount or their fair value less costs to sell.




8



TRAIN TRAVEL HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)



We recognize sales of real estate properties upon closing. Payments received from purchasers prior to closing are recorded as deposits. Gain on real estate sold is recognized using the full accrual method when the collectability of the sale price is reasonably assured and we are not obligated to perform significant activities after the sale. Gain may be deferred in whole or in part until collectability of the sales price is reasonably assured and the earnings process is complete.


Advertising Costs


The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three and nine month periods ended September 30, 2015 and 2014.


Stock-Based Compensation


As of September 30, 2015 the Company has not issued any stock-based payments. Stock-based compensation is accounted for at fair value in accordance with SFAS ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.


Net Income (Loss) Per Share


The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).


Following is the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2015 and 2014:


 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Basic and Diluted EPS Computation

  

 

 

 

 

 

 

 

 

 

 

  

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Loss available to common stockholders'

 

$

(163,982

)

 

$

(279,669

)

 

$

(533,421

)

 

$

(1,121,618

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

38,729,165

 

 

 

35,671,767

 

 

 

38,729,165

 

 

 

35,207,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted EPS

 

$

(0.00

)

 

$

(0.01

)

 

$

(0.01

)

 

$

(0.03

)


Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares):


Preferred stock

 

 

29,100,000

 

 

 

29,100,000

 

 

 

29,100,000

 

 

 

29,100,000

 




9



TRAIN TRAVEL HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)



Recent accounting pronouncements

 

In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, Business Combinations (Topic 805). This ASU eliminates the requirement for retrospective application of measurement period adjustments relating to provisional amounts recorded in a business combination as of the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments will be effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.


In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. For public business entities, the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted.


In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU requires retrospective adoption and will be effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years. We expect the adoption of this guidance will not have a material impact on our financial statements.


In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis”, which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted. The Company’s effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.

 

In January 2015, the FASB issued ASU 2015-01, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”, which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Company’s effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.


In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205 40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on our financial statements and disclosures.




10



TRAIN TRAVEL HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)



In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). On July 9, 2015, the FASB voted to defer the effective date of the new revenue recognition standard by one year. Based on the Board's decision, public organizations would apply the new revenue standard to annual reporting periods beginning after December 15, 2017. We are currently evaluating the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard.


We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial statements.

 

NOTE 3 – REAL ESTATE OWNED


During the nine months ended September 30, 2015, the Company purchased a residential property for $36,000 and made improvements totaling $27,011 resulting in a $62,806 increase in the carry value of real estate owned and bringing the total properties owned to two with a carry value of $114,374.


NOTE 4 – DUE FROM / TO RELATED PARTIES & RELATED PARTY TRANSACTIONS


Amounts due from and to related parties as of September 30, 2015 and December 31, 2014 are detailed below:


 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Due from related parties

 

$

146,597

(1)

 

$

227,100

(1)

Accounts payable - related party

 

 

64,249

(2)

 

 

37,513

(2)

Advances - related party

 

 

225,760

(3)

 

 

196,912

(3)

Loan payable

 

 

2,194

(4)

 

 

2,194

(4)


(1)

Due from related parties represents Turnkey Home Buyers USA, Inc. advances paid to TBG for services that are being expensed at a rate of $10,000 per month.

(2)

Related to accounting services provided by the Company to Travel Train Holdings Florida.

(3)

Non-interest bearing balances are due to Travel Train Holdings Florida, and are repayable on demand.

(4)

Non-interest bearing loan due to a former Director for operating expenses. This loan is non-interest bearing, due upon demand and unsecured.


On January 23, 2014, Francisco Douglas Magana tendered his letter of resignation as the President, Secretary, Treasurer, Director and member of the Board effective as of that date.


On January 23, 2014, in Lieu of a Special Meeting the Board of Directors of the Company via Unanimous Written Consent, the Company accepted the resignation of Francisco Douglas Magana and elected Neil Swartz to the positions of Director, President and CEO and elected Timothy Hart to the positions of Director, Secretary and CFO until their successors are appointed.




11



TRAIN TRAVEL HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)



On January 23, 2014, the Company entered in to a Common Stock Purchase Agreement by and among the Company, Francisco Douglas, Magana (the “Seller”) and Train Travel Holdings, Inc., a Florida Corporation where by the Seller who is beneficially the owner of 15,000,000 shares of the Company’s common stock, par value $0.001 desires to sell, and the Purchaser, desires to purchase the full block of shares for an aggregate purchase price of $150,000.


On January 23, 2014, in conjunction with the Stock Purchase Agreement, the Company authorized the issuance of 600,000 preferred shares convertible into 29,100,000 common shares as compensation for services provided to the Company by its Chairman and Chief Financial Officer. The fair market value of the preferred shares at the date of their issuance was determined by management to be $174,600. The fair market value the preferred shares on the date of issuance was determined using the price of the most recent sale of the Company’s shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Company’s common shares and consequently the quoted price in a highly illiquid market is not indicative of the true fair value of these shares.


On June 1, 2014, the Company issued 2,931,665 shares of its common stock to settle $17,590 of non-interest bearing advances due to Train Travel Holdings Florida. The fair market value the shares of preferred shares on the date of issuance was determined using the price of the most recent sale of the Company’s shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Company’s common shares and consequently the quoted price in a highly illiquid market is not indicative of the true fair value of these shares.


On August 15, 2014, the Company issued 1,060,000 shares of its common stock to settle $6,360 non-interest bearing advance due to Train Travel Holdings Florida. The fair market value the shares of common stock at their date of issuance was determined using the price of the most recent sale of the Company’s shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Company’s common shares and consequently the quoted price in a highly illiquid market is not indicative of the true fair value of these shares.


NOTE 5 – PREFERRED STOCK


The Company has 1,000,000 preferred shares authorized with a par value of $ 0.001 per share.


On January 23, 2014, in conjunction with the Stock Purchase Agreement, the Company authorized the issuance of 600,000 preferred shares convertible into 29,100,000 common shares as compensation for services provided to the Company by its Chairman and Chief Financial Officer. The fair market value of the preferred shares at the date of their issuance was determined by management to be $174,600. The fair market value of the shares of preferred stock at their date of issuance was determined using the price of the most recent sale of the Company’s shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Company’s common shares.


NOTE 6 – COMMON STOCK


The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share. As of September 30, 2015 and December 31, 2014, 38,729,165 shares of our common stock were issued and outstanding.


On July 6, 2015, the Company completed a Share Exchange Agreement for 100% of the issued and outstanding shares of Turnkey Home Buyers USA, Inc. by issuing 15,337,500 shares of common stock. Due to the common control of Turnkey and the Company, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control” and other SEC guidance including for lack of economic substance, the Agreement was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting requires the receiving entity to report the results of operations as if both entities had always been combined. As a result the Company has reflected the shares issued pursuant to the Agreement retrospectively.




12



TRAIN TRAVEL HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (UNAUDITED)



During the year ended December 31, 2014, the Company issued 3,991,665 shares of its common stock to settle $23,950 of non-interest bearing advances due to Train Travel Holdings Florida. As described above under Note 4.


On April 4, 2014 the Company effectuated a forward 5 for 1 split of its common stock. All common stock references and per share amounts in these financial statements have been restated to reflect this 5 for 1 forward split.


NOTE 7 – SUBSEQUENT EVENTS


On October 9, 2015, the Company sold one of its two properties for net proceeds of $63,279 resulting in a $286 gain on the disposition of the property.









13



 


ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


This report on Form 10-Q and other reports filed by Train Travel from time to time with the U.S. Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in elsewhere in this report, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.


Overview


From inception in 2012 through December 2013 our business operations were limited primarily to the development of a business plan to provide consulting services to commercial growers of coffee in El Salvador, the completion of private placements for the offer and sale of our common stock, discussing the offers of consulting services with potential customers, and the signing of the service agreement with Finca La Esmeralda, a private El-Salvadorian company. We discontinued our coffee business on January 23, 2014.


Commencing January 23, 2014, our business plan changed to the acquisition and operation of entertainment train companies, as well as managing and providing consulting services to entertainment train companies. Since January 2014 our management has spent all of its time and effort on developing our business plan, including identifying specific entertainment railroad acquisition targets, engaging in discussions with these potential targets to ascertain the potential level of interest, negotiating general terms with targets, and undertaking early stage due diligence of potential targets. As a result, we entered into non-binding letters of intent with two acquisition candidates and subsequently performed initial stage due diligence. In one case, the railroad was in such disrepair we determined the acquisition to not be feasible at the price being sought by the target. In another case, we determined the price was too high based on our due diligence and could not reach an agreement with the potential seller. We also entered into a series of agreements to operate a dinner train in Missouri which were subsequently unwound. In light of the forgoing, our management has looked to potential new lines of business in addition to pursuing our current line of business.


On July 6, 2015, TTHX completed a share exchange agreement (“the Agreement”) with Turnkey Home Buyers USA, Inc., a Florida corporation (“Turnkey”), TBG Holdings Corporation (‘TBG’), each of the Turnkey shareholders and Train Travel Holdings, Inc., a Florida corporation. TTHX, Turnkey, TBG and Train Travel Holdings, Inc., a Florida corporation, are all under the common control of Neil Swartz and Tim Hart.


Pursuant to the terms of the Agreement, Turnkey shareholders transferred to TTHX all of the issued and outstanding shares of capital stock of Turnkey’s shareholders. In exchange for the acquisition of all of the issued and outstanding shares of Turnkey, TTHX issued 15,337,500 shares of its common stock to Turnkey shareholders. Prior to closing, TBG, a principal shareholder of TTHX and Turnkey, tendered to Turnkey for cancellation 15,000,000 shares of Turnkey common stock.


The TTHX shares issued to the Turnkey shareholders were not registered and were issued in a transaction which was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933. Each of the Turnkey shareholders were accredited investors and no underwriters or placement agents were involved.


As a result of the Agreement, the Turnkey shareholders owned 38.9% of TTHX common stock and 58.5% of the fully diluted common stock as a result of their ownership of the outstanding preferred stock.




14



 


Due to the common control of Turnkey and TTHX, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control” and other SEC guidance including for lack of economic substance, the Agreement was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting as a result of a business combination between entities under common control requires the receiving entity (i.e., TTHX) to report the results of operations as if both entities had always been combined. The consolidated financial statements include both entities’ full results since the inception of Turnkey on September 12, 2014.


Effective July 6, 2015, the Board of Directors of TTHX appointed Robert Blair, a principal of Turnkey and formerly a TBG shareholder, as a director of TTHX.


Founded in September 2014, Turnkey offers clients a full suite of services for residential and commercial real estate transactions. As part of the acquisition, the Company will acquire Turnkey’s subsidiary, a real estate brokerage firm, to handle the sales transactions. Turnkey generates revenue in three primary ways: coaching and mentoring real estate investors to improve their returns, leasing and sales of quality turnkey rental properties, and brokerage of residential and commercial transactions.


In September 2014, Turnkey acquired the intellectual properties of Robert Blair Real Estate, which included videos, instructional books, and an established real estate investor education program. Prior to September 2014, Turnkey’s current management team has been mentoring real estate investors for over 20 years, generating millions of dollars in educational revenue, while providing quality wholesale properties for sale or rent.


Turnkey and its existing subsidiary will be run as subsidiary companies of TTHX and are planning to execute aggressive marketing campaigns and live seminars that will drive traffic to both the education and coaching programs, as well as the wholesale turnkey properties that Turnkey offers to its clients.


The Company now has two operating divisions: (1) the new Turnkey Home Buyers real estate operations and (2) the Train Travel railroad operations, which is actively pursuing acquisitions in the excursion railroad industry.


Turnkey’s Single-Family Rental home division has developed an acquisition platform that is capable of acquiring large numbers of properties across many acquisition channels in multiple markets. When identifying desirable markets, the company focuses on steady population growth, strong rental demand and a desirable level of distressed sales of homes that can be acquired below replacement cost, providing for attractive potential rental yields and capital appreciation. More specifically, the company looks to acquire single-family homes in select submarkets that are appealing to middle income families, based on its disciplined market selection criteria, such as above-average median household incomes, well-regarded school districts, proximity to employment centers and lifestyle amenities, access to transportation routes and public transit and low crime levels. Turnkey believes that homes in these areas will attract tenants with strong credit profiles, produce high occupancy/rental rates, providing for long-term property appreciation potential.


Initially, Turnkey is purchasing properties in the single-family rental home market in Florida, due to the favorable environment for investment and high rental demand, as well as yield potential. As the Company grows its portfolio, it will be better positioned to acquire properties on a much larger scale. Turnkey intends to continually evaluate potential new markets where it could invest and establish operations as opportunities emerge.


Turnkey’s educational program provides clients’ access to an all-inclusive Real Estate investing educational company. The educational and consulting company utilizes its expertise and experience to work with clients and entrepreneurs that seek to enter the real estate industry, in order to provide them with a high quality turnkey investment solution.




15



 


The Turnkey educational program offers clients direct relationships with a team of experts in different niches of real estate, allowing them to gain a competitive advantage in their real estate investing careers. Each client is assigned a personal mentor, based on their specific real estate investing goals, who will provide support through phone and email to address their most time sensitive real estate questions. The personal mentor will work with clients to analyze deals, helping to mitigate risk and maximize profitability of each potential real estate investment. Management believes three of the primary factors in real estate investing success are experience, time-tested strategies, and proven techniques - which is why Turnkey’s educational program creates a collaborative environment. By joining Turnkey educational program, clients will gain access to a fulfillment platform that allows clients to collaborate, share experiences and benefit from Turnkey’s national buying power.


Turnkey’s educational program offers clients an affordable specialized educational curriculum based on their specific goals, experience levels and time commitments. This includes creating a weekly action plan to organize and prioritize what each client needs to execute on a day to day basis as well as providing the essential documents and resources needed to complete the action plan, including training modules, step-by-step videos and downloadable implementation checklists. Clients will have access to on demand weekly training webinars, where mentors review the elements of closing deals, from fundamental lead-generation marketing campaigns, deal analysis, to available financing options, writing risk-free contracts and submitting profitable offers. These webinars are designed to help clients develop their entrepreneurial skills and master the implementation of the crucial aspects of their real estate careers. Management believes that one of the best ways for entrepreneurs to grow professionally is through case studies not only from coaches, but also from students. To foster educational growth, clients who recently completed deals will also conduct live case studies, allowing members to have a comprehensive view of the deal including, the obstacles they encountered and how challenges were overcome in the process.


Results of Operations


Three Months Ended June 30, 2015 Compared to the Three Month Period Ended June 30, 2014


Revenue


During the three month period ended September 30, 2015 and 2014, we generated revenues of $18,571 and $0, respectively.


Operating expenses


During the three month period ended September 30, 2015, we incurred total operating expenses of $174,254 compared to $279,669 incurred for the three months ended September 30, 2014.


Throughout 2014 the Company 1) put in place an operating structure for the identification and evaluation of entertainment train assets. This structure included management and operation specialists in the entertainment train industry, 2) continued developing a centralized reservation system for uniform reservation for all current and future entertainment train assets and 3) continued to set up a centralized marketing team.


During the three month period ended September 30, 2015, we incurred general and administrative expenses of $88,690 compared to $172,975 incurred for the three months ended September 30, 2014.


General and administrative and professional fee related party expenses incurred during the two periods were generally related to corporate overhead, financial and administrative contracted services, such developmental costs associated with the acquisition and operation of entertainment trains, and marketing expenses.


During the three month period ended September 30, 2015, we incurred professional fees related party of $41,462 compared to $101,100 for the three months ended September 30, 2014.




16



 


During the three months ended September 30, 2014, we incurred $101,100 in legal and professional fees with our parent company, Train Travel Holdings Florida, who provided us with the following services in the year:


 

·

put in place an operating structure for the identification and evaluation of entertainment train assets. This structure included management and operation specialists in the entertainment train industry,

 

·

set up a centralized reservation system for uniform reservation for all current and future entertainment train assets. The completion and implementation of the reservation system is on hold until the Company has closed on its first entertainment dinner train,

 

·

set up a centralized marketing team,

 

·

negotiated an agreement for the purchase of the Columbia Star Dinner Train, located in Columbia although subsequently this agreement was terminated during the 4th Quarter 2014,

 

·

negotiated a letter of intent to purchase the Dinner Trains of New England and this has since been canceled, and

 

·

arranged discussions with Napa Valley Dinner Train ( NVDT ) as to a possible acquisition although subsequently this agreement was terminated during the 2nd Quarter 2015.


Subsequent to June 30, 2014, but prior to December 31, 2014, we received a credit from our parent company, Train Travel Holdings Florida, for substantially all professional fees related party charged to us during the three months ended June 30, 2014.


During the three month period ended September 30, 2015, we incurred legal and professional fees of $44,102, compared to $5,594 for the three months ended September 30, 2014. The increase was due to fees associated with the Turnkey transaction.


Net Losses


Our net loss for the three month period ended September 30, 2015 was $163,982 compared to a net loss of $279,669 for the three months ended September 30, 2015 due to the factors discussed above.


Nine Months Ended September 30, 2015 Compared to the Nine Month Period Ended September 30, 2014


Revenue


During the nine month period ended September 30, 2015 and 2014, we generated revenues of $21,269 and $0, respectively.


Operating expenses


Throughout 2014 the Company 1) put in place an operating structure for the identification and evaluation of entertainment train assets. This structure included management and operation specialists in the entertainment train industry, 2) continued developing a centralized reservation system for uniform reservation for all current and future entertainment train assets and 3) continued to set up a centralized marketing team.


During the nine month period ended September 30, 2015, we incurred operating expenses of $546,391 compared to $1,121,618 incurred for the nine months ended September 30, 2014.


During the nine month period ended September 30, 2015, we incurred general and administrative expenses of $224,682 compared to $180,485 incurred for the nine months ended September 30, 2014.


General and administrative and professional fee related party expenses incurred during the two periods were generally related to corporate overhead, financial and administrative contracted services, such as developmental costs associated with the acquisition and operation of entertainment trains, and marketing expenses.


During the nine month period ended September 30, 2015, we incurred professional fees related party of $162,669 compared to $914,437 incurred for the nine months ended September 30, 2014.




17



 


During the nine months ended September 30, 2014, we incurred $159,040 in legal and professional fees with our parent company, Train Travel Holdings Florida, who provided us with the following services in the year:


 

·

put in place an operating structure for the identification and evaluation of entertainment train assets. This structure included management and operation specialists in the entertainment train industry,

 

·

set up a centralized reservation system for uniform reservation for all current and future entertainment train assets. The completion and implementation of the reservation system is on hold until the Company has closed on its first entertainment dinner train,

 

·

set up a centralized marketing team,

 

·

negotiated an agreement for the purchase of the Columbia Star Dinner Train, located in Columbia although subsequently this agreement was terminated during the 4th Quarter 2014,

 

·

negotiated a letter of intent to purchase the Dinner Trains of New England and this has since been canceled, and

 

·

arranged discussions with Napa Valley Dinner Train ( NVDT ) as to a possible acquisition. although subsequently this agreement was terminated during the 2nd Quarter 2015.


Subsequent to September 30, 2014, but prior to December 31, 2014, we received a credit from our parent company, Train Travel Holdings (Florida), for substantially all professional fees related party charged to us during the nine months ended September 30, 2014.


During the nine month period ended September 30, 2015, we incurred legal and professional fees of $159,040 compared to $26,696 incurred for the nine months ended September 30, 2014.


Net Losses


Our net loss for the nine month period ended September 30, 2015 was $533,421 compared to a net loss of $1,121,618 for the nine months ended September 30, 2014 due to the factors discussed above.


Liquidity and Capital Resources


As of September 30, 2015 our current assets were $268,749 compared to $383,115 at December 31, 2014. As of September 30, 2015, our current liabilities were $320,455 compared to $254,500 at December 31, 2014. At September 30, 2015 current liabilities consisted of advances and accounts payable from related parties totaling $290,009, $2,194 advanced from the former director and accounts payable of $28,252. As of December 31, 2014, current liabilities consisted of advances and accounts payable from related parties totaling $234,425, $2,194 advanced from a former director and accounts payable of $17,881.


As at September 30, 2015 the Company had $7,778 of cash, has incurred losses since inception of $1,125,806 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed.


Stockholders’ deficit increased from $592,385 as of December 31, 2014 to $1,125,806 as of September 30, 2015.


Cash Flows from Operating Activities


During the nine months ended September 30, 2015, net cash flows used in operating activities was $521,722 compared to $57,615 used during the nine months ended September 30, 2014.


Cash Flows from Investing Activities


During the nine months ended September 30, 2015 we used cash flows in investing activities of $63,011 compared to cash used of $169,494 during the nine months ended September 30, 2014. The 2015 cash used was for the purchase of a property. The 2014 cash use was for Columbia Star Diner.


Cash Flows from Financing Activities


During the nine months ended September 30, 2015, we generated cash from financing activities of $489,187 compared to $227,121 during the nine months ended September 30, 2014. During 2015, we received $353,100 from the sale of common stock and $136,087 from related party advances compared to 2014 where all the cash provided was from related party advances.




18



 


Plan of Operation and Funding


We expect that working capital requirements will continue to be funded through further loans from our parent company Train Travel Holdings (Florida) and further issuances of securities for the short term until acquisitions are identified and in place generating positive cash flow. Our working capital requirements are expected to increase in line with the growth of our business.


There is no working capital or anticipated cash flow, nor do we have lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to the management of entertainment trains, the acquisition of existing entertainment train operations and real estate activities. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet short-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.


Critical Accounting Policies and Estimates


The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of expenses during the reported periods. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 1 to our condensed financial statements appearing elsewhere in this report.


Off Balance Sheet Arrangements


As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.


ITEM 4.

CONTROLS AND PROCEDURES.


Evaluation of Disclosure Controls and Procedures


Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.


Changes in Internal Control over Financial Reporting


There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




19



 


PART II - OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS.


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.


ITEM 1A.

RISK FACTORS.


As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


Effective August 12, 2015, the Company issued 15,337,500 shares of its common stock to the Turnkey shareholders in connection with its acquisition of Turnkey. The shares were not registered and were issued in a transaction which was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933. Each of the Turnkey shareholders were accredited investors and no underwriters or placement agents were involved.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.

MINES SAFETY DISCLOSURES.


Not applicable to our Company.


ITEM 5.

OTHER INFORMATION.


None.


ITEM 6.

EXHIBITS.


Exhibits:


No.

     

Description

10.1

  

Agreement between the Company, Turnkey Home Buyers USA, Inc., TBG Holdings Corporation, each of Turnkey shareholders, and Train Travel Holdings, Inc., a Florida corporation (incorporated by reference from exhibit 10.1 to Form 8-K filed on July 7, 2015)

31.1*

  

Certification of Neil Swartz, Chief Executive Officer of Train Travel Holdings, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

31.2*

  

Certification of Timothy Hart, Chief Financial Officer of Train Travel Holdings, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

32.1*

  

Certification of Neil Swartz, Chairman and Chief Executive Officer of Train Travel Holdings, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

32.2*

 

Certification of Timothy Hart, Chief Financial Officer of Train Travel Holdings, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

101.INS*

  

XBRL Instance Document

101.PRE*

  

XBRL Taxonomy Extension Presentation Linkbase

101.LAE*

  

XBRL Taxonomy Extension Label Linkbase

101.DEF*

  

XBRL Taxonomy Extension Definition Linkbase

101.SCH*

  

XBRL Taxonomy Extension Schema

101.CAL*

  

XBRL Taxonomy Extension Calculation Linkbase

———————

*  

filed herewith

 



20



 



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

Train Travel Holdings, Inc.

 

 

 

Dated: November 16, 2015

By:

/s/ Timothy S. Hart

 

 

Timothy S. Hart

 

 

Chief Financial Officer, principal financial and accounting officer

 

 

 

 

 

 

Dated: November 16, 2015

By:

/s/ Neil Swartz

 

 

Neil Swartz

 

 

Chief Executive Officer, principal executive officer










21


Exhibit 31.1


CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Neil Swartz, certify that:


1.

I have reviewed this Form 10-Q of Train Travel Holdings, Inc.;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;


4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;


(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 16, 2015

 

/s/ Neil Swartz

 

 

Neil Swartz

 

 

Chief Executive Officer (Principal Executive Officer)




Exhibit 31.2


CERTIFICATION OF CHIEF FINANCIAL OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Timothy Hart, certify that:


1.

I have reviewed this Form 10-Q of Train Travel Holdings, Inc.;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;


4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;


(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 16, 2015

 

/s/ Timothy S. Hart

 

 

Timothy S. Hart

 

 

Chief Financial Officer (Principal Financial Officer)




Exhibit 32.1


CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the accompanying Quarterly Report on Form 10-Q of Train Travel Holdings, Inc. for the fiscal quarter ended September 30, 2015, I, Neil Swartz, Chief Executive Officer of Train Travel Holdings, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:


1.

Such Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.

The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of Train Travel Holdings, Inc.


Dated: November 16, 2015

 

/s/ Neil Swartz

 

 

Neil Swartz

 

 

Chief Executive Officer (Principal Executive Officer)








Exhibit 32.2


CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the accompanying Quarterly Report on Form 10-Q of Train Travel Holdings, Inc. for the fiscal quarter ended September 30, 2015, I, Timothy Hart, Chief Financial Officer of Train Travel Holdings, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:


1.

Such Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.

The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of Train Travel Holdings, Inc.


Dated: November 16, 2015

 

/s/ Timothy S. Hart

 

 

Timothy S. Hart

 

 

Chief Financial Officer (Principal Financial Officer)