10-Q/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

 ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:  000-55205

T.A.G. Acquisitions Ltd.

(Exact name of registrant as specified in its charter)

	Delaware		47-1363493
(State or Other Jurisdiction of  Incorporation or Organization)		(I.R.S. Employer Identification No.)

130 East Route 59 Suite #6
	Spring Valley, NY		10977
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 845-517-3673

N/A

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☒       No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 ☒       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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of August 19, 2015, the issuer had 6,000,000 shares of its common stock issued and outstanding.

1

EXPLANATORY NOTE

The Form 10-Q Amendment is being filed to incorporate the XBRL exhibits, no other changes have been made to this document.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	15
Item 6.	Exhibits	15
	Signatures	15

2

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

T.A.G. Acquisitions Ltd.

Financial Statements

(Unaudited) 

Contents

Financial Statements	PAGE
Condensed Balance Sheet as of June 30, 2015  (Unaudited) and December 31, 2014 (Audited)	4
Condensed Statements of Operations for the three and six months ended June 30, 2015 and from May 20, 2014 (inception) to June 30, 2014 (Unaudited)	5
Condensed Statement of Cash Flows for the six months ended June 30, 2015 and from May 20, 2014 (inception) to June 30, 2014 (Unaudited)	6
Notes to Condensed Financial Statements (Unaudited)	7

3

T.A.G. Acquisitions Ltd.

Condensed Balance Sheet

(Unaudited)

	June 30,			December 31,
	2015			2014
	(unaudited)
ASSETS
Current Assets:
Cash	$	—		$	—
Total current assets		—			—
Deposit		13,050			—
TOTAL ASSETS	$	13,050		$	—
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Bank overdraft	$	3,939		$	—
Accounts payable		12,539			—
Accrued expenses		8,315
Accrued payroll		23,640			—
Accrued payroll to stockholder		86,675			—
Notes payable		26,000
Advances from stockholder		114,300			—
Total current liabilities		275,408			—
Notes payable, net of current portion		23,000
TOTAL LIABILITIES		298,408			—
STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding		—			—
Common stock, $0.0001 par value, 100,000,000 shares authorized, 6,000,000 and 3,500,000 shares issued and outstanding		600			350
Additional paid-in capital		66,468			357
Accumulated deficit		(352,426	)		(707	)
Total stockholders’ deficit		(285,358	)		—
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	13,050		$	—

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

T.A.G. Acquisitions Ltd.

Condensed Statements of Operations

(Unaudited) 

								For the Period from
	Three			Six				May 20, 2014
	Months Ended			Months Ended				(Inception) to
	June 30,			June 30,				June 30,
	2015			2015				2014
Revenue	$	—		$	—		$	—
Cost of revenue		—			—			—
Gross profit		—			—			—
Operating expenses:
General and administrative expenses		126,846			351,719			707
Loss from operations		(126,846	)		(351,719	)		(707	)
Loss before income taxes		(126,846	)		(351,719	)		(707	)
Income taxes		—			—			—
Net loss	$	(126,846	)	$	(351,719	)	$	(707	)
Weighted average shares outstanding :
Basic		5,450,549			4,480,663			20,000,000
Diluted		5,450,549			4,480,663			20,000,000
Loss per share
Basic	$	(0.02	)	$	(0.08	)	$	(0.00	)
Diluted	$	(0.02	)	$	(0.08	)	$	(0.00	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

5

T.A.G. Acquisitions Ltd.

Condensed Statement of Cash flows

(Unaudited)

				For the Period from
	Six			May 20, 2014
	Months Ended			(Inception) to
	June 30,			June 30,
	2015			2014
OPERATING ACTIVITIES:
Net loss	$	(351,719	)	$	(707	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in current assets and liabilities:
Accounts payable		12,539			—
Accrued expenses		8,315			400
Accrued payroll		23,640			—
Accrued payroll to stockholder		86,675			—
Net cash used in operating activities		(220,550	)		(307	)
INVESTING ACTIVITIES:
Payment for deposit		(13,050	)		—
Net cash used in investing activities		(13,050	)		—
FINANCING ACTIVITIES:
Increase in bank overdraft		3,939			—
Advances from stockholder		114,300			—
Proceeds from issuance of notes payable		49,000			—
Proceeds from issuance of common stock		—			2,000
Capital contribution by stockholder		66,361			307
Net cash provided by financing activities		233,600			2,307
NET INCREASE IN CASH		—			2,000
CASH, BEGINNING BALANCE		—			—
CASH, ENDING BALANCE	$	—		$	2,000
CASH PAID FOR:
Interest	$	—		$	—
Income taxes	$	—		$	—

The accompanying notes are an integral part of these unaudited condensed financial statements.

6

T.A.G. Acquisitions Ltd.

Notes to Condensed Financial Statements

June 30, 2015 and 2014

(Unaudited)

Note 1 – Organization and Basis of Presentation

The unaudited condensed financial statements were prepared by T.A.G. Acquisitions Ltd. (the “Company”), pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2015. The results for the six months ended June 30, 2015, are not necessarily indicative of the results to be expected for the year ending December 31, 2015.

Description of Business

The Company (formerly Surprise Valley Acquisition Corporation) was incorporated on May 20, 2014 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On November 17, 2014, the Company changed its name to T.A.G. Acquisitions, LTD and filed the amendment with the State of Delaware.

The Company is in the business of seeking out exceptional conversion opportunities, large multi-family and commercial office properties (as opposed to hospitality, retail, or industrial investment properties), for which significant value and profitability can be realized through the carefully managed aesthetic improvements, strategic marketing, and restructured management. The Company calls this “repositioning.” The Company’s sales and marketing strategies are also focusing on ways in which “pricing concepts are marketed” to its customers. Perks, privileges, tie-ins to strategic marketing partners, packages, discounts, and loyalty rewards for longer-term lessees are all under consideration as techniques to acquire new lessees and drive revenue. The Company is involved in multiple real estate investment opportunities throughout the United States, but it is initially focusing on areas in and around New York City and in Houston, Texas. In the New York City area, its initial, and first target is Newark, New Jersey. The Company is seeking to acquire and develop three multi-family complexes in a high quality residential zone in Newark, New Jersey, in an area close to Penn Station. The Company is actively seeking other opportunities in the area as well, with its main geographic criterion being properties within a 30-minute commute of New York City. Subsequently, the Company will seek similar “repositioning” targets in Houston, Texas.

Note 2 - Summary of Significant Accounting Policies

Basis of presentation

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements.

7

Use of estimates

The preparation of financial statements in conformity with 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 periods. Actual results could differ from those estimates.

Cash

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of June 30, 2015 and December 31, 2014.

Concentration of risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2015 and December 31, 2014.

Earnings (loss) per share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

Income taxes

The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company’s experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives.

The Company recorded valuation allowances on the net deferred tax assets.  Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

8

Fair value of financial instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

· Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

· Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

· Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

The Company had no such financial instruments outstanding as of June 30, 2015 and December 31, 2014.

Recent accounting pronouncements

On April 30, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2015-06—Earnings Per Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share, master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or “drops down”) net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in this Update specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-14A—Earnings Per Share—Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260), which has been deleted. Effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments in this Update should be applied retrospectively for all financial statements presented. Management is in the process of assessing the impact of this ASU on the Company’s financial statements.

Note 3 – Going Concern

The Company has not yet generated any revenue since inception to date and has sustained operating losses during the six months ended June 30, 2015 of $351,719. As of June 30, 2015, the Company had an accumulated a deficit of $352,426. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its majority stockholder or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

9

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

Note 4 – Deposit

At June 30, 2015, the Company made a $5,000 deposit for the acquisition of properties and $8,050 of surveying and environmental costs associated with properties the Company is expected to purchase. 

Note 5 – Notes Payable

Notes payable consist of the following:

	June 30, 2015
Note payable dated June 5, 2015; unsecured; interest at 0% per annum; due June 5, 2016	$	20,000
Note payable dated April 15, 2015; unsecured; interest at 0% per annum; monthly payments of $500; due April 15,2020		29,000
Total		49,000
Less current portion		(26,000	)
Long-term portion	$	23,000

Aggregate future maturities of notes payable at June 30, 2015 are as follows:

Year ending June 30,
2016	$	26,000
2017		6,000
2018		6,000
2019		6,000
2020		5,000
	$	49,000

Note 6 – Advances from stockholder

At June 30, 2015 the Company had advances from its majority stockholder of $114,300. These advances are non-interest bearing and payable upon demand.

Note 7 – Stockholders’ Equity

On May 20, 2014, the Company issued 20,000,000 common shares to two directors and officers at a discount of $2,000.

On November 17, 2014 the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of common stock. Also, the Company issued 3,000,000 shares of its common stock to a director and officer.

10

On April 20, 2015, the Company issued 2,500,000 founder shares to its Chief Executive officer.

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of June 30, 2015, 6,000,000 shares of common stock and no preferred stock were issued and outstanding.

During the six months ended June 30, 2015, the Company’s majority stockholder and Chief Executive Officer made capital contributions totaling $66,361. 

Note 8 – Subsequent Events

On August 13, 2015, the Company entered into a securities purchase agreement with Waydell 32-38, LLC (“Waydell”) whereby the Company purchased a 100% interest in Waydell for 300,000 shares of the Company’s common stock. Waydell is a real estate holding company formed on June 15, 2015 to own and manage the real estate property located at 32-38 Waydell Street, Newark, New Jersey. On June 25, 2015, Waydell purchased the property in Newark, New Jersey for $105,000. Waydell currently has no results of operations and as a result no pro forma financial disclosures are required.

11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

There are statements in this Report that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Report carefully, especially the risks discussed under “Risk Factors.” Although management believes that the assumptions underlying the forward looking statements included in this Report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We expressly disclaim any obligation to update or revise any forward-looking statements.

Overview and Highlights

Company Background

T.A.G Acquisitions Ltd. (formerly Surprise Valley Acquisition Corporation) was incorporated on May 20, 2014 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On November 17, 2014, we changed our name to T.A.G. Acquisitions, LTD and filed the amendment with the State of Delaware.

We are in the business of seeking out exceptional conversion opportunities, large multi-family and commercial office properties (as opposed to hospitality, retail, or industrial investment properties), for which significant value and profitability can be realized through the carefully managed aesthetic improvements, strategic marketing, and restructured management. We call this “repositioning.” Our sales and marketing strategies are also focusing on ways in which “pricing concepts are marketed” to our customers. Perks, privileges, tie-ins to strategic marketing partners, packages, discounts, and loyalty rewards for longer-term lessees are all under consideration as techniques to acquire new lessees and drive revenue. We are involved in multiple real estate investment opportunities throughout the United States, but we are initially focusing on areas in and around New York City and in Houston, Texas. In the New York City area, our initial, and first target is Newark, New Jersey. We are is seeking to acquire and develop three multi-family complexes in a high quality residential zone in Newark, New Jersey, in an area close to Penn Station. We are actively seeking other opportunities in the area as well, with our main geographic criterion being properties within a 30-minute commute of New York City. Subsequently, we will seek similar “repositioning” targets in Houston, Texas.

Recent Developments

On August 13, 2015, we entered into a securities purchase agreement with Waydell 32-38, LLC (“Waydell”) whereby we purchased a 100% interest in Waydell for 300,000 shares of our common stock. Waydell is a real estate holding company formed on June 15, 2015 to own and manage the real estate property located at 32-38 Waydell Street, Newark, New Jersey. On June 25, 2015, Waydell purchased the property in Newark, New Jersey for $105,000. Our plan is to develop eleven “upscale” 2-bedroom apartments on this property.

12

Going Concern

We have not yet generated any revenue since inception to date and have sustained operating losses during the six months ended June 30, 2015 of $351,719. As of June 30, 2015, we had an accumulated a deficit of $352,426. Our continuation as a going concern is dependent on our ability to generate sufficient cash flows from operations to meet our obligations and/or obtaining additional financing from our majority stockholder or other sources, as may be required.

The accompanying financial statements have been prepared assuming that we will continue as a going concern; however, the above condition raises substantial doubt about our ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.

In order to maintain its current level of operations, we will require additional working capital from either cash flow from operations or from the sale of our equity. However, we currently has no commitments from any third parties for the purchase of our equity. If we are unable to acquire additional working capital, we will be required to significantly reduce our current level of operations.

Our independent auditors have issued a report on our December 31, 2014 audited financial statements raising substantial doubt about our ability to continue as a going concern.

Results of Operations 

We have no operations nor does we currently engage in any business activities generating revenues.

During the three and six months ended June 30, 2015 we incurred $126,846 and $351,719, respectively in general and administrative expenses. Our net loss for the three and six months ended June 30, 2015 was $126,846 and $351,719 respectively

Liquidity and Capital Resources

We have financed our operations since inception from capital contributions and advances from our majority stockholder. During the six months ended June 30, 2015, we received an advance and a capital contribution from our majority stockholder of $114,300 and $66,361, respectively. We also received issued two notes payable for aggregate proceeds of $49,000. During the six months ended June 30, 2014, we received a capital contribution from a stockholder of $307 and received $2,000 from the sale of our common stock.

Off-Balance Sheet Arrangements

At June 30, 2015, we had not off-balance sheet arrangements. 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

None.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, June 30, 2015. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

13

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both U.S. GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q/A, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2015: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2015, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting. 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors

Not required for Smaller Reporting Companies. 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosures

Not applicable.

14

Item 5. Other Information.

None. 

Item 6. Exhibits. 

31 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*            XBRL Instance Document

101.SCH*          XBRL Taxonomy Extension Schema Document

101.CAL*          XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*          XBRL Taxonomy Extension Label Linkbase Document

101.PRE*           XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*           XBRL Taxonomy Extension Definition Linkbase Definition

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	T.A.G. Acquisitions Ltd.
Dated: November 19, 2015
	By:	/s/ Chester Meisels
	Chester Meisels
	President, Secretary and Treasurer (Principal Executive Officer, Principal Financial Officer)

15

EX-31

Exhibit 31

CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Chester Meisels, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of T.A.G. Acquisitions Ltd. (the “registrant”):

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 presented in this report;

4. I am 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-a13a-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 principles;

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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2015	/s/ Chester Meisels
	Chester Meisels
	Chief Executive Officer & Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

1. I have reviewed this Quarterly Report on Form 10-Q/A of T.A.G. Acquisitions Ltd. (the “registrant”):

In connection with the Quarterly Report of T.A.G. Acquisitions Ltd. (the “Company”) on Form 10-Q/A for the period ended June 30, 2015 (the “Report”), I, Chester Meisels, Chief Executive Officer and Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 19, 2015	/s/ Chester Meisels
	Chester Meisels
	Chief Executive Officer & Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed from within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

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Deposit

6 Months Ended

Jun. 30, 2015

Deposit Assets Disclosure [Abstract]

Deposit

Note 4 – Deposit

At June 30, 2015, the Company made a $5,000 deposit for the acquisition of properties and $8,050 of surveying and environmental costs associated with properties the Company is expected to purchase. 

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Going Concern

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 3 – Going Concern

The Company has not yet generated any revenue since inception to date and has sustained operating losses during the six months ended June 30, 2015 of $351,719. As of June 30, 2015, the Company had an accumulated a deficit of $352,426. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its majority stockholder or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

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Condensed Balance Sheet (Unaudited) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current Assets:
Cash
Total current assets
Deposit	$ 13,050
TOTAL ASSETS	13,050
Current Liabilities:
Bank overdraft	3,939
Accounts payable	12,539
Accrued expenses	8,315
Accrued payroll	23,640
Accrued payroll to stockholder	86,675
Notes payable	26,000
Advances from stockholder	114,300
Total current liabilities	275,408
Notes payable, net of current portion	23,000
TOTAL LIABILITIES	$ 298,408
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized, 6,000,000 and 3,500,000 shares issued and outstanding	$ 600	$ 350
Additional paid-in capital	66,468	357
Accumulated deficit	(352,426)	$ (707)
Total stockholders' deficit	(285,358)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 13,050

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Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Note 1 – Organization and Basis of Presentation

The unaudited condensed financial statements were prepared by T.A.G. Acquisitions Ltd. (the “Company”), pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2015. The results for the six months ended June 30, 2015, are not necessarily indicative of the results to be expected for the year ending December 31, 2015.

Description of Business

The Company (formerly Surprise Valley Acquisition Corporation) was incorporated on May 20, 2014 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On November 17, 2014, the Company changed its name to T.A.G. Acquisitions, LTD and filed the amendment with the State of Delaware.

The Company is in the business of seeking out exceptional conversion opportunities, large multi-family and commercial office properties (as opposed to hospitality, retail, or industrial investment properties), for which significant value and profitability can be realized through the carefully managed aesthetic improvements, strategic marketing, and restructured management. The Company calls this “repositioning.” The Company’s sales and marketing strategies are also focusing on ways in which “pricing concepts are marketed” to its customers. Perks, privileges, tie-ins to strategic marketing partners, packages, discounts, and loyalty rewards for longer-term lessees are all under consideration as techniques to acquire new lessees and drive revenue. The Company is involved in multiple real estate investment opportunities throughout the United States, but it is initially focusing on areas in and around New York City and in Houston, Texas. In the New York City area, its initial, and first target is Newark, New Jersey. The Company is seeking to acquire and develop three multi-family complexes in a high quality residential zone in Newark, New Jersey, in an area close to Penn Station. The Company is actively seeking other opportunities in the area as well, with its main geographic criterion being properties within a 30-minute commute of New York City. Subsequently, the Company will seek similar “repositioning” targets in Houston, Texas.

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Stockholders' Equity (Details Narrative) - USD ($)				6 Months Ended
	Apr. 20, 2015	Nov. 17, 2014	May. 20, 2014	Jun. 30, 2015	Dec. 31, 2014
Common stock authorized				100,000,000	100,000,000
Preferred stock authorized				20,000,000	20,000,000
Common stock issued				6,000,000	3,500,000
Common stock outstanding				6,000,000	3,500,000
Two Directors and officers [Member]
Common stock issued			20,000,000	3,000,000
Common stock issued			$ 2,000
Redemption of common stock		19,500,000
Chief executive officer [Member]
Common stock issued	2,500,000
Capital contributions				$ 66,361

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Basis of presentation

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements.

Use of estimates

The preparation of financial statements in conformity with 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 periods. Actual results could differ from those estimates.

Cash

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of June 30, 2015 and December 31, 2014.

Concentration of risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2015 and December 31, 2014.

Earnings (loss) per share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

Income taxes

The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company’s experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives.

The Company recorded valuation allowances on the net deferred tax assets.  Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Fair value of financial instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

The Company had no such financial instruments outstanding as of June 30, 2015 and December 31, 2014.

Recent accounting pronouncements

On April 30, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2015-06—Earnings Per Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share, master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or “drops down”) net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in this Update specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-14A—Earnings Per Share—Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260), which has been deleted. Effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments in this Update should be applied retrospectively for all financial statements presented. Management is in the process of assessing the impact of this ASU on the Company’s financial statements.

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Condensed Balance Sheet (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	20,000,000	20,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	6,000,000	3,500,000
Common stock, outstanding	6,000,000	3,500,000

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Deposit (Details Narrative)	6 Months Ended
	Jun. 30, 2015 USD ($)
Deposit Assets Disclosure [Abstract]
Payment for deposit for property	$ 5,000
Surveying and environmental costs	$ 8,050

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Document and Entity Information - shares

6 Months Ended

Jun. 30, 2015

Aug. 19, 2015

Document And Entity Information

Entity Registrant Name

T.A.G. Acquisitions Ltd.

Entity Central Index Key

0001610785

Document Type

10-Q/A

Document Period End Date

Jun. 30, 2015

Amendment Flag

true

Amendment Description

The Form 10-Q Amendment is being filed to incorporate the XBRL exhibits, no other changes have been made to this document.

Current Fiscal Year End Date

--12-31

Entity a Well-known Seasoned Issuer

No

Entity a Voluntary Filer

No

Entity's Reporting Status Current

Yes

Entity Filer Category

Smaller Reporting Company

Entity Common Stock, Shares Outstanding

6,000,000

Document Fiscal Period Focus

Q2

Document Fiscal Year Focus

2015

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Notes Payable (Details Narrative) - Note payable [Member]	6 Months Ended
	Jun. 30, 2015 USD ($)
Debt instrument, issuance date	Jun. 05, 2015
Debt instrument, interest rate	0.00%
Debt instrument, due date	Jun. 05, 2016
Debt instrument, issuance date	Apr. 15, 2015
Debt instrument, interest rate	0.00%
Debt instrument, periodic payment	$ 500
Frequency of periodic payment	Monthly
Debt instrument, due date	Apr. 15, 2020

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Condensed Statements of Operations (Unaudited) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2015
Income Statement [Abstract]
Revenue
Cost of revenue
Gross profit
Operating expenses:
General and administrative expenses	$ 707	$ 126,846	$ 351,719
Loss from operations	(707)	(126,846)	(351,719)
Loss before income taxes	$ (707)	$ (126,846)	$ (351,719)
Income taxes
Net loss	$ (707)	$ (126,846)	$ (351,719)
Weighted average shares outstanding :
Basic (in shares)	20,000,000	5,450,549	4,480,663
Diluted (in shares)	20,000,000	5,450,549	4,480,663
Loss per share
Basic (in dollars per share)	$ (0.00)	$ (0.02)	$ (0.08)
Diluted (in dollars per share)	$ (0.00)	$ (0.02)	$ (0.08)

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Stockholders' Equity

6 Months Ended

Jun. 30, 2015

STOCKHOLDERS' DEFICIT:

Stockholders' Equity

Note 7 – Stockholders’ Equity

On May 20, 2014, the Company issued 20,000,000 common shares to two directors and officers at a discount of $2,000.

On November 17, 2014 the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of common stock. Also, the Company issued 3,000,000 shares of its common stock to a director and officer.

On April 20, 2015, the Company issued 2,500,000 founder shares to its Chief Executive officer.

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of June 30, 2015, 6,000,000 shares of common stock and no preferred stock were issued and outstanding.

During the six months ended June 30, 2015, the Company’s majority stockholder and Chief Executive Officer made capital contributions totaling $66,361. 

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Advances from stockholder

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Advances from stockholder

Note 6 – Advances from stockholder

At June 30, 2015 the Company had advances from its majority stockholder of $114,300. These advances are non-interest bearing and payable upon demand.

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Subsequent Events (Details Narrative) - USD ($)			6 Months Ended
	Aug. 13, 2015	Jun. 30, 2015	Jun. 30, 2015
Purchase price of property			$ 5,000
Subsequent Event [Member] | Waydell 32-38 LLC [Member]
Percentage of ownership interest	100.00%
Number of shares issued through acquisition	300,000
Subsequent Event [Member] | Waydell 32-38 LLC [Member] | Real Property in Newark New Jersey [Member]
Purchase price of property		$ 105,000

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Notes Payable (Details)	Jun. 30, 2015 USD ($)
Total	$ 49,000
Less current portion	(26,000)
Long-term portion	23,000
Note payable [Member]
Total	20,000
Note payable [Member]
Total	$ 29,000

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Notes Payable (Tables)

6 Months Ended

Jun. 30, 2015

Notes Payable [Abstract]

Schedule of notes payable

Notes payable consist of the following:

	June 30, 2015
Note payable dated June 5, 2015; unsecured; interest at 0% per annum; due June 5, 2016	$	20,000
Note payable dated April 15, 2015; unsecured; interest at 0% per annum; monthly payments of $500; due April 15,2020		29,000
Total		49,000
Less current portion		(26,000	)
Long-term portion	$	23,000

Schedule of aggregate future maturities

Aggregate future maturities of notes payable at June 30, 2015 are as follows:

Year ending June 30,
2016	$	26,000
2017		6,000
2018		6,000
2019		6,000
2020		5,000
	$	49,000

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Subsequent Events

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

Subsequent Events

Note 8 – Subsequent Events

On August 13, 2015, the Company entered into a securities purchase agreement with Waydell 32-38, LLC (“Waydell”) whereby the Company purchased a 100% interest in Waydell for 300,000 shares of the Company’s common stock. Waydell is a real estate holding company formed on June 15, 2015 to own and manage the real estate property located at 32-38 Waydell Street, Newark, New Jersey. On June 25, 2015, Waydell purchased the property in Newark, New Jersey for $105,000. Waydell currently has no results of operations and as a result no pro forma financial disclosures are required.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements.

Use of estimates

Use of estimates

The preparation of financial statements in conformity with 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 periods. Actual results could differ from those estimates.

Cash

Cash

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of June 30, 2015 and December 31, 2014.

Concentration of risk

Concentration of risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2015 and December 31, 2014.

Earnings (loss) per share

Earnings (loss) per share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

Income taxes

Income taxes

The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company’s experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives.

The Company recorded valuation allowances on the net deferred tax assets.  Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Fair value of financial instruments

Fair value of financial instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

The Company had no such financial instruments outstanding as of June 30, 2015 and December 31, 2014.

Recent accounting pronouncements

Recent accounting pronouncements

On April 30, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2015-06—Earnings Per Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share, master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or “drops down”) net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in this Update specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-14A—Earnings Per Share—Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260), which has been deleted. Effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments in this Update should be applied retrospectively for all financial statements presented. Management is in the process of assessing the impact of this ASU on the Company’s financial statements.

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Going Concern (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Loss from operations	$ (707)	$ (126,846)	$ (351,719)
Accumulated deficit		$ (352,426)	$ (352,426)	$ (707)

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Advances from stockholder (Details narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Related Party Transactions [Abstract]
Advances from majority stockholder	$ 114,300

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Condensed Statement of Cash flows (Unaudited) - USD ($)	1 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2015
OPERATING ACTIVITIES:
Net loss	$ (707)	$ (351,719)
Change in current assets and liabilities:
Accounts payable		12,539
Accrued expenses	$ 400	8,315
Accrued payroll		23,640
Accrued payroll to stockholder		86,675
Net cash used in operating activities	$ (307)	(220,550)
INVESTING ACTIVITIES:
Payment for deposit		(13,050)
Net cash used in investing activities		(13,050)
FINANCING ACTIVITIES:
Increase in bank overdraft		3,939
Advances from stockholder		114,300
Proceeds from issuance of notes payable		$ 49,000
Proceeds from issuance of common stock	$ 2,000
Capital contribution by stockholder	307	$ 66,361
Net cash provided by financing activities	2,307	$ 233,600
NET INCREASE IN CASH	$ 2,000
CASH, BEGINNING BALANCE
CASH, ENDING BALANCE	$ 2,000
CASH PAID FOR:
Interest
Income taxes

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Notes Payable

6 Months Ended

Jun. 30, 2015

Notes Payable [Abstract]

Notes Payable

Note 5 – Notes Payable

Notes payable consist of the following:

	June 30, 2015
Note payable dated June 5, 2015; unsecured; interest at 0% per annum; due June 5, 2016	$	20,000
Note payable dated April 15, 2015; unsecured; interest at 0% per annum; monthly payments of $500; due April 15,2020		29,000
Total		49,000
Less current portion		(26,000	)
Long-term portion	$	23,000

Aggregate future maturities of notes payable at June 30, 2015 are as follows:

Year ending June 30,
2016	$	26,000
2017		6,000
2018		6,000
2019		6,000
2020		5,000
	$	49,000

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Notes Payable (Details 1)	Jun. 30, 2015 USD ($)
Notes Payable [Abstract]
2016	$ 26,000
2017	6,000
2018	6,000
2019	6,000
2020	5,000
Total	$ 49,000