Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
[ ] 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 000-55226
T.A.G. ACQUISITIONS LTD.
(Exact name of registrant as specified in its charter)
SURPRISE VALLEY ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 47-1363493
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130 East Route 59 Suite #6
Spring Valley, New York, 10977
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 845-517-3673
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
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.
[ X ] Yes [ ] 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 (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the reistrant was required to submit
and post such files).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
[ X ] 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. See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
March 31, 2015
Common Stock, par value $0.0001 3,500,000
Documents incorporated by reference: Form 10 Filed June 18, 2014
PART I
Item 1. Business
T.A.G. Acquisitions Ltd. (formerly Surprise Valley Acquisition
Corporation) ("T.A.G." or the "Company") 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. The Company has been in the developmental stage since
inception.
In addition to a change in control of its management and shareholders,
the Company's operations as of the date covered by this report have been
limited to issuing shares and filing a registration statement on Form 10
pursuant to the Securities Exchange Act of 1934. The Company was formed
to provide a method for a foreign or domestic private company to become
a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.
On June 18, 2014, the Company registered its common stock on a
Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became
automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
On November 17, 2014, the Company changed its name to T.A.G.
Acquisitions, LTD and filed the amendment with the State of Delaware.
On November 17, 2014, the Company filed a Form 8-K to report
the following events: the Company redeemed an aggregate of 19,500,000
of the then 20,000,000 shares of outstanding stock at a redemption price
of par.
James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company. Messrs. Cassidy
and McKillop each beneficially retain 250,000 shares of the Company's
common stock.
Chester Meisels was named as the sole director of the Company
and serves as its Chief Executive Officer, Secretary and Treasurer.
The Company issued 3,000,000 shares of its common stock at par
representing 85% of the then total outstanding 3,500,000 shares of
common stock.
The Company has no employees and only one director who also serves as
the Company's sole officer.
CURRENT ACTIVITIES
The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder. Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.
To acquire and develop real properties at various locations throughout
the United States through acquisition or merger or other business combination.
The Company anticipates that most of the projects will be owned by the
Company but the Company may choose to invest in real estate projects owned
by other entities. The Company intends to raise capital to fund such projects
through the sales of its equity or debt securities, joint ventures,
partnerships or loans from financial institutions or other sources.
If and when the Company chooses to enter into a business combination or
enter into other significant agreements or associations, it will a Form 8-K.
The Company anticipates that it may also file a registration statement
after such business transaction is effected.
If the Company enters into a business combination with another entity,
such transaction will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. The Company may wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.
As of December 31, 2014, the Company had not generated revenues and
had no income or cash flows from operations since inception. At December
31, 2014, the Company had sustained a net loss of $707.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.
Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses. Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.
There is no assurance that the Company will ever be profitable.
ACTIVITIES SUBSEQUENT TO THE DATE COVERED BY THIS REPORT
Subsequent to the date covered by this report, the Company has been
actively furthering its desire to acquire of certain real property.
The Company is in discussions for the purchase of
real property in Newark, New Jersey. The purchase price is $240,000.
The Company anticipates that it will need to obtain a loan or raise
investor dollars to finance the purchase of this property. If the Company
is able to effect the purchase of this property, the Company plans to
develop eleven "upscale" 2-bedroom apartments on the property.
The president of the Company is in negotiation for the purchase
of property in Newark, New Jersey. The president anticipates effecting the
contract for the property in April, 2015 and making a deposit of $80,000.
The property is offered for an aggregate purchase price of $1,600,000.
The president has assigned his right and title to the property if and when
the transaction is effected. The Company anticipates that it would need
to raise the purchase price from invesetors or third party loans.
The property currently consists of a commerical manufacturing
building that the Company would convert into a minimum of 25
2-bedroom "upscale" apartments and a bar.
Item 2. Properties
Subsequent to the date covered by this Report, the Company has entered
into a contract to purchase two properties in Newark, New Jersey. The Company
has made a deposit of $5,000 for the purchase of the first property which
is scheduled to close at the end of March.
The Company currently uses the offices of its president at no cost to the
Company.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Once and if a business combination is effected, the Company may
wish to cause the Company's common stock to trade in one or more United
States securities markets. The Company anticipates that it will take
the steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange
is eligible.
Since inception, the Company has sold securities which
were not registered as follows:
NUMBER OF
DATE NAME SHARES
May 20, 2014 James Cassidy 10,000,000
(9,750,000 redeemed)
May 20, 2014 James McKillop 10,000,000
(9,750,000 redeemed)
November 18, 2014 Chester Meisels 3,000,000
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
the Company has no operations nor does it currently engage in any
business activities generating revenues. The Company's principal
business objective is to achieve a business combination with a target
company.
As of December 31, 2014, the Company had not generated revenues and had
no income or cash flows from operations since inception. At December 31,
2014, the Company had sustained a net loss of $707.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going concern.
At present, the Company has no operations and the continuation of the Company
as a going concern is dependent upon financial support from its stockholders,
its ability to obtain necessary equity financing to continue operations
and/or to successfully locate and negotiate with a business entity for the
combination of that target company with the Company.
Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses. Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.
The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder. Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.
The Company is in discussions for the purchase of
real property in Newark, New Jersey. The purchase price is $240,000.
The Company anticipates that it will need to obtain a loan or raise
investor dollars to finance the purchase of this property. If the Company
is able to effect the purchase of this property, the Company plans to
develop eleven "upscale" 2-bedroom apartments on the property.
The Company is also in negotiations for another property in
Newark, New Jersey. The property is offered for an aggregate purchase
price of $1,520,000. The Company anticipates that it will need to raise
the purchase price from invesetors or third party loans.
The property currently consists of a commerical manufacturing
building that the Company would convert into a minimum of 25
2-bedroom "upscale" apartments and a bar.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2014
are attached hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no disagreements with the Company's accountants on
accounting or financial disclosure for the period covered by this
report.
Item 9A. Controls and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent
to the date of the evaluation. Based upon that evaluation, the principal
executive officer believes that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the
Company in its periodic reports is recorded, summarized and processed
timely. The principal executive officer is directly involved in the
current day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
officer, its president, conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2014, based on the criteria establish in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation, management
concluded that the Company's internal control over financial reporting
was not effective as of December 31, 2014, based on those criteria. A
control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues
have been detected.
Anton & Chia, LLP, the independent registered public accounting
firm for the Company, has not issued an attestation report on the
effectiveness of the Company's internal control over financial
reporting.
Changes in Internal Control Over Financial Reporting
The Company effected a change in control in the fourth quarter
of the year that changed the President of the Company but the systems
and processes of the Company's in that the Company has no employees
nor operations and only the President handles financial matters and
financial reporting so that the internal controls over financial
reporting have not been materially affected, nor are reasonably
likely to materially affect, its internal control over financial
reporting.
Item 9B. Other Information
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The Directors and Officers of the Company are as follows:
Name Positions and Offices Held
----------------- -----------
Chester Meisels President, Secretary,
Treasurer
Management of the Company
The Company has no full time employees.
On November 18, 2014, the Company filed a Form 8-K noticing
the following events:
James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned as
directors and all offices of the Company. Messrs. Cassidy and McKillop
each beneficially retain 250,000 shares of the Company's common stock.
Chester Meisels was named as the sole director of the Company and
appointed its President.
Chester Meisels serves as the President, Secretary and Treasurer
and the sole director of T.A.G. Acquisitions Ltd. During the previous
five years, Mr. Meisles has been the principal of Smithtown Management
LLC, New York, New York, which advises real estate portfolios on
purchasing, permitting, construction and renting or selling real
property holdings.
Conflicts of Interest
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has only three shareholders, one of whom also serves as
the director and key executive officer. The Company has no operations or
business and does not receive any revenues or investment capital. The
adoption of an Ethical Code at this time would not serve the primary
purpose of such a code to provide a manner of conduct as the development,
execution and enforcement of such a code would be by the same persons and
only persons to whom such code applied. Furthermore, because the Company
does not have any activities, there are activities or transactions which
would be subject to this code. At the time the Company enters into a
business combination or other corporate transaction, the current officer
and director may recommend that such a code be adopted.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. The Company has no activities, and receives no
revenues. At such time that the Company enters into a business combination
and/or has additional shareholders and a larger board of directors and
commences activities, the Company will propose creating committees of its
board of directors, including both a nominating and an audit committee.
Because there are only three shareholders of the Company, there is no
established process by which shareholders to the Company can nominate
members to the Company's board of directors. Similarly, however, at
such time as the Company has more shareholders and an expanded board
of directors, the new management of the Company may review and implement,
as necessary, procedures for shareholder nomination of members to the
Company's board of directors.
Item 11. Executive Compensation
The Company's sole officer and director does not receive any
compensation for services rendered to the Company, nor has any
former officer or director received any compensation in the past.
The sole officer and director is not accruing any compensation
pursuant to any agreement with the Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2014, each
person known by the Company to be the officer or director of the
Company or a beneficial owner of five percent or more of the Company's
common stock. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock(1)
James Cassidy 250,000 7%
215 Apolena Avenue
Newport Beach, CA 92662
James McKillop 250,000 7%
9454 Wilshire Boulevard
Beverly Hills, California 90212
Chester Meisels 3,000,000 84%
130 East Route 59 Suite #6
Spring Valley, New York, 10977
All Executive Officers and 3,000,000 84%
Directors as a Group (1 Person)
Item 13. Certain Relationships and Related Transactions and
Director Independence
Chester Meiselsl is a shareholder of the Company and also serves as
its President and sole director.
As the organizers and developers of Surprise Valley Acquisition
Corporation the predecessor name to the Company, James Cassidy and
James McKillop may be considered promoters. Mr. Cassidy provided
services to the Company without charge consisting of preparing and filing
the charter corporate documents and preparing its registration statement
of Form 10. Tiber Creek Corporation, a company of which Mr. Cassidy is the
sole director, officer and shareholder, paid all expenses incurred by
the Company until November 17, 2014 the date of the change in control,
without repayment.
The Company is not currently required to maintain an independent
director as defined by Rule 4200 of the Nasdaq Capital Market nor does
it anticipate that it will be applying for listing of its securities on
an exchange in which an independent directorship is required. It is
likely Mr. Meisels would not be considered an independent director if
it were to do so.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for independent audit and incorporation and Delaware state
fees. The Company's current and former president donated their time
in preparation and filing of all state and federal required taxes and
reports.
Audit Fees
The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:
December 31, 2014
-----------------
Audit-Related Fees $ 0
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith. The exhibits filed in earlier reports and the Company's
Form 10 are incorporated herein by reference.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of December 31, 2014 2
Statement of Operations for the period from May 20, 2014
(Inception) to December 31, 2014 3
Statement of Changes in Stockholders' Deficit for the Period
from May 20, 2014 (Inception) to December 31, 2014 4
Statement of Cash Flows for the period from May 20, 2014
(Inception) to December 31, 2014 5
Notes to Financial Statements 6-8
ANTON & CHIA, LLP CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
T.A.G. Acquisitions LTD
We have audited the accompanying balance sheet of T.A.G. Acquisitions
LTD (the "Company") as of December 31, 2014, and the related statement
of operations, stockholders' deficit, and cash flows for the period from
May 20, 2014 (Inception) through December 31, 2014. T.A.G. Acquisitions
LTD's management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of T.A.G. Acquisitions
LTD as of December 31, 2014, and the results of its operations and its
cash flows for the period from May 20, 2014 (Inception) through
December 31, 2014, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has had no revenues and
income since inception. These conditions, among others, raise
substantial doubt about the Company's ability to continue as a going
concern. Management's plans concerning these matters are also
described in Note 2, which includes the raising of additional equity
financing or merger with another entity. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ Anton & Chia, LLP
Newport Beach, CA
April 14, 2015
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T.A.G. ACQUISITIONS LTD
BALANCE SHEET
ASSETS
December 31, 2014
-----------------
Current assets
Cash $ 0
-----------------
Total assets $ 0
=================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued liabilities $ 0
-----------------
Total liabilities $ 0
-----------------
Stockholders' deficit
Common Stock; $0.0001 par value, 350
100,000,000 shares authorized;
3,500,000 shares issued and
outstanding
Discount on Common Stock (350)
Additional paid-in capital 707
Accumulated deficit (707)
-----------------
Total stockholders' deficit 0
-----------------
Total Liabilities and stockholders' deficit $ 0
=================
The accompanying notes are an integral part of these financial statements
2
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T.A.G. ACQUISITIONS LTD
STATEMENT OF OPERATIONS
For the period from May 20,
2014 (Inception) to
December 31, 2014
-----------------
Revenue $ -
Cost of revenue -
-----------------
Gross profit -
Operating expenses 707
-----------------
Operating loss (707)
Loss before income taxes (707)
-----------------
Income tax expense -
-----------------
Net loss $ (707)
=================
Loss per share - basic and diluted $ (0)
-----------------
Weighted average shares-basic and diluted 16,787,611
=================
The accompanying notes are an integral part of these financial statements
3
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T.A.G. ACQUISITIONS LTD
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Discount Total
Common Stock on Additional Stock-
----------------------- Common Paid-In Accumulated holders'
Shares Amount Stock Capital Deficit Deficit
Balance, May 20,
2014 (Inception) - $ - $ - $ - $ - $ -
Issuance of
common stock 23,000,000 2,300 (2,300) - - 0
Redemption of (19,500,000) (1,950) (1.950) - - 0
Common Stock
Additional paid-in
capital - - - 707 - 707
Net loss - - - (707) (707)
=========== ======= ======= ========= ========= ======
Balance,
December 31, 2014 3,500,000 $ 350 $ (350) $ 707 $ (707) $ 0
=========== ======= ======= ========= ========= ======
The accompanying notes are an integral part of these financial statements
4
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T.A.G. ACQUISITIONS LTD
STATEMENT OF CASH FLOWS
For the period from
May 20, 2014
(Inception) to
December 31, 2014
------------------
OPERATING ACTIVITIES
Net loss $ (707)
------------------
Non-Cash adjustments to reconcile loss
to net cash
Expenses paid by stockholder and
contributed as capital 707
Changes in Operating Assets and Liabilities
Accrued liabilities 0
------------------
Net cash used in operating activities 0
------------------
Net increase in cash 0
Cash, beginning of period -
------------------
Cash, end of period $ 0
==================
The accompanying notes are an integral part of these financial statements
5
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T.A.G. ACQUISITIONS LTD
Notes to the Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF OPERATIONS
T.A.G. Acquisitions LTD ("T.A.G." or "the Company") 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. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiate with a business entity for the combination
of that target company with T.A.G. The combination will normally
take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful in
locating or negotiating with any target company. The Company has been formed
to provide a method for a foreign or domestic private company to become a
reporting company with a class of securities registered under the Securities
Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial statements.
Such 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 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 December 31, 2014.
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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 December 31, 2014.
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. Valuation allowances are established when it is
more likely than not that some or all of the deferred tax assets will not be
realized. As of December 31, 2014, there were no deferred taxes due to the
uncertainty of the realization of net operating loss or carry forward prior
to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflect
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss of
the entity. As of December 31, 2014, there are no outstanding dilutive
securities.
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.
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NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date
and has sustained operating losses during the period ended December 31,
2014. As of December 31, 2014, the Company accumulated a deficit of
$707. 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
members 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.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities
(Topic 915). The amendments in this update remove the definition of a
development stage entity from Topic 915, thereby removing the distinction
between development stage entities and other reporting entities from U.S.
GAAP. In addition, the amendments eliminate the requirements for development
stage entities to (1) present inception-to-date information on the statements
of income, cash flows, and shareholder's equity, (2) label the financial
statements as those of a development stage entity, (3) disclose a description
of the development stage activities in which the entity is engaged, and (4)
disclose in the first year in which the entity is no longer a development
stage entity that in prior years it had been in the development stage.
Early adoption is permitted. The Company has adopted this accounting standard.
The accounting pronouncement does not have a material effect on the financial
statements.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.
NOTE 4 STOCKHOLDERS' DEFICIT
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, the Company redeemed an aggregate of 19,500,000
of the then 20,000,000 shares of common stock.
The Company issued 3,000,000 shares of its common stock to a director
and officer.
The Company is authorized to issue 100,000,000 shares of common stock and
20,000,000 shares of preferred stock. As of December 31, 2014, 3,500,000
shares of common stock and no preferred stock were issued and outstanding.
NOTE 5 SUBSEQUENT EVENTS
The Company is in discussions for the purchase of
real property in Newark, New Jersey. The purchase price is $240,000.
The Company anticipates that it will need to obtain a loan or raise
investor dollars to finance the purchase of this property. If the Company
is able to effect the purchase of this property, the Company plans to
develop eleven "upscale" 2-bedroom apartments on the property.
The president of the Company is in negotiation for the purchase
of property in Newark, New Jersey. The president anticipates effecting the
contract for the property in April, 2015 and making a deposit of $80,000.
The property is offered for an aggregate purchase price of $1,600,000.
The president has assigned his right and title to the property if and when
the transaction is effected. The Company anticipates that it would need
to raise the purchase price from invesetors or third party loans.
The property currently consists of a commerical manufacturing
building that the Company would convert into a minimum of 25
2-bedroom "upscale" apartments and a bar.
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.
T.A.G. ACQUISITIONS LTD
Formerly Surprise Valley Acquisition COrporation
By: /s/ Chester Meisels
President
Dated: April 14, 2015
By: /s/ Chester Meisels
Chief Financial Officer
Dated: April 14, 2015
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Chester Meisels Director April 14, 2015
