TKCI Turnkey Capital Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2015

or

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

For the transition period from _______________________to__________________________

Commission File Number: 333-186282

Train Travel Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	33-1225521
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2929 East Commercial Blvd., PH-D,

Ft. Lauderdale, Florida 33308

 (Address of principal executive offices)(Zip Code)

954-440-4678

(Registrant’s telephone number, including area code)

Not applicable

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

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

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

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

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

As of May 13, 2015 the issuer had 23,391,665 shares of its common stock issued and outstanding.

 

 

 

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Train Travel Holdings. Inc.

Form 10-Q

		Page No.
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:	1
	Condensed Balance Sheets (unaudited)	1
	Condensed Statements of Operations (unaudited)	2
	Condensed Statements of Changes in Stockholders’ Deficit (unaudited)	3
	Condensed Statements of Cash Flows (unaudited)	4
	Notes to Unaudited Condensed Financial Statements	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 4.	CONTROLS AND PROCEDURES	15
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	16
ITEM 1A.	RISK FACTORS	16
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4.	MINE SAFETY DISCLOSURES	16
ITEM 5.	OTHER INFORMATION	16
ITEM 6.	EXHIBITS	16

FORWARD LOOKING STATEMENTS

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

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “Train Travel”, the “Company,” “we”, “us”, “our” and similar terms refer to Train Travel Holdings, Inc., a Nevada corporation.

 

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PART 1.  FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

TRAIN TRAVEL HOLDINGS, INC.

(FORMERLY VANELL CORP.)

CONDENSED BALANCE SHEETS

 

		March				December 31,
		2015				2014
		(unaudited)				(audited)
ASSETS
Current Assets		$	—			$	—
Total assets		$	—			$	—
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable		$	20,894			$	17,881
Accounts payable - related parties			40,719				37,513
Advances - related parties			207,912				196,912
Loan from former stockholder			2,194				2,194
Total current liabilities			271,719				254,500
Total liabilities			271,719				254,500
Commitments and contingencies
Stockholders’ Deficit
Preferred stock, $0.001 par value, 1,000,000 shares authorized; 600,000 and 600,000 shares issued and outstanding, respectively			600				600
Common stock, $0.001 par value, 75,000,000 shares authorized; 23,391,665 shares issued and outstanding, respectively			23,392				23,392
Additional paid-in-capital			196,758				196,758
Retained deficit			(492,469	)			(475,250	)
Total stockholders’ deficit			(271,719	)			(254,500	)
Total liabilities and stockholders’ deficit		$	—			$	—

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

 

1

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TRAIN TRAVEL HOLDINGS, INC.

(FORMERLY VANELL CORP.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

		THREE MONTHS ENDED MARCH 31,
		2015				2014
Revenues		$	—			$	—
Operating expenses
General and administrative expenses			3,206				3,589
Legal and professional- related party			14,013				566,000
Legal and professional			—				7,203
Total operating expenses			17,219				576,792
Net income (loss) from operations			(17,219	)			(576,792	)
Provision for corporate income taxes			—				—
Net income (loss)		$	(17,219	)		$	(576,792	)
Loss per common share – Basic and Diluted		$	(0.00	)*		$	(0.03	)
Weighted Average Number of Common Shares Outstanding-Basic and Diluted			23,391,665				19,400,000

* Denotes a loss of less than $0.01 per share.

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

 

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TRAIN TRAVEL HOLDINGS, INC.

(FORMERLY VANELL CORP.)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

																										Total
		Preferred Stock								Common Stock								Additional								Stockholders'
		$0.001 Par Value								$0.001 Par Value								Paid-in				Accumulated				Equity
		Shares				Amount				Shares				Amount*				Capital				Deficit				(Deficit)
Balance at December 31, 2013 — audited			—				—				19,400,000			$	19,400			$	2,800			$	(22,226	)		$	(26	)
Issuance of preferred stock for services ($0.006 per share)			600,000				600				—				—				174,000				—				174,600
Issuance of shares of common stock in settlement of non—interest bearing advances—related party ($0.006 per share)			—				—				3,991,665				3,992				19,958				—				23,950
Net loss for the year			—				—				—				—				—				(453,024	)			(453,024	)
Balance at December 31, 2014 — audited			600,000			$	600				23,391,665			$	23,392			$	196,758			$	(475,250	)		$	(254,500	)
Net loss for the three months ended March 31, 2015			—				—				—				—				—				(17,219	)			(17,219	)
Balance at March 31, 2015 — unaudited			600,000			$	600				23,391,665			$	23,392			$	196,758			$	(492,469	)		$	(271,719	)

* as retroactively adjusted for the 5:1 forward split completed April 4, 2014.

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

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TRAIN TRAVEL HOLDINGS, INC.

(FORMERLY VANELL CORP.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		THREE MONTHS ENDED MARCH 31,
		2015				2014
Operating Activities
Net income (loss)		$	(17,219	)		$	(576,792	)
Adjustments to reconcile net loss to net cash generated (used in) operating activities:
Preferred stock issued for services			—				291,000
Movement in operating assets and liabilities
Other receivables			—				(29,501	)
Prepaid expenses			—				2,000
Accounts payable			3,013				1,000
Accounts payable — related party			3,206				312,303
Net cash provided by (used in) operating activities			(11,000	)			10
Investing Activities			—				—
Net cash provided by (used in) investing activities			—				—
Financing Activities
Bank overdraft			—				(10	)
Advances from related party			11,000				—
Net cash provided by financing activities			11,000				(10	)
Net increase (decrease) in cash and equivalents			—				—
Cash and equivalents at beginning of the period			—				—
Cash and equivalents at end of the period		$	—			$	—
Supplemental cash flow information:
Cash paid for:
Interest		$	—			$	—
Taxes		$	—			$	—

 

The Company did not maintain a bank account during the three months ended March 31, 2015 and all Company expenses were paid for on its behalf by a related party.

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

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TRAIN TRAVEL HOLDINGS, INC.

(FORMERLY VANELL CORP.)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

TRAIN TRAVEL HOLDINGS, INC. (FORMERLY VANELL, CORP.) (“the Company”) was incorporated under the laws of the State of Nevada on September 7, 2012 (“Inception”).

From inception in 2012 through December 2013 our business operations were limited primarily to the development of a business plan to provide consulting services to commercial growers of coffee in El Salvador, the completion of private placements for the offer and sale of our common stock, discussing the offers of consulting services with potential customers, and the signing of the service agreement with Finca La Esmeralda, a private El-Salvadorian company. From inception through December 31, 2013, the Company realized $8,870 in consulting fees pursuant to the signed service agreement. We discontinued our coffee business on January 23, 2014.

Commencing January 23, 2014, our business plan changed to the acquisition and operation of entertainment train companies, as well as managing and providing consulting services to entertainment train companies. Since January 2014 our management has spent considerable time and effort on our developing our business plan, including identifying specific entertainment railroads acquisition targets, engaging in discussions with these potential targets to ascertain the potential level of interest, negotiating general terms with targets, and undertaking early stage due diligence of potential targets. As a result, we entered into non-binding letters of intent with three identified acquisition candidates and subsequently performed initial stage due diligence. Unfortunately, to this point all of our efforts have not succeeded. In one case, the railroad was in such disrepair we determined the acquisition to not be feasible at the price being sought by the target. In another case, we determined the price was too high based on our due diligence and could not reach an agreement with the potential seller. In the final case, management of the target was not able fulfill its role under an agreed upon plan to move forward with a purchase contract.

In light of the forgoing, our management has looked to potential new lines of business in addition to pursuing our current line of business. We have identified a real estate venture that potentially could be a good acquisition target, and have entered into a non-binding letter of intent to begin initial stage due diligence. There are no assurances that results of the due diligence will prove satisfactory to us. Any acquisition will be subject to the negotiation and execution of a definitive agreement and certain customary closing conditions, including the delivery of audited financial statements of the target. Accordingly, undue reliance should not be placed upon the execution of a non-binding letter of intent.

 

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TRAIN TRAVEL HOLDINGS, INC.

(FORMERLY VANELL CORP.)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Change of Control

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

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

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

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted December 31 fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Development Stage Company

The Company is in the development stage as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 “Development-Stage Entities,” and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of our inception (September 7, 2012) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. Consequently these additional disclosures are no longer included in these financial statements.

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. As of March 31, 2015 and December 31, 2014 the Company did not maintain any bank accounts.

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TRAIN TRAVEL HOLDINGS, INC.

(FORMERLY VANELL CORP.)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Fair Value of Financial Instruments

The Company’s financial instruments consist of accounts payable, accounts payable related parties, advances related parties and an amount due to its former sole officer, director and major stockholder. The carrying amount of these financial instruments approximates fair value due to their short term maturities.

Income Taxes

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

Revenue Recognition

Revenue is recognized when all of the following criteria were met: persuasive evidence of an arrangement existed, services had been provided, all significant contractual obligations had been satisfied, and collection was reasonably assured.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three month periods ended March 31, 2015 and 2014.

Stock-Based Compensation

As of March 31, 2015 the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with SFAS ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic earnings per share (“EPS”) is computed by dividing the net loss attributable to the Company that is available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period including stock warrants using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of warrants) and convertible debt or convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.  During the three months ended March 31, 2014, the Company issued 600,000 shares of preferred stock convertible into 29,100,000 shares of common stock. These potentially dilutive shares have been excluded from the calculation of loss per share as the inclusion of such shares would be anti-dilutive as the Company had losses during the three month periods ended March 31, 2015 and 2014. 

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

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TRAIN TRAVEL HOLDINGS, INC.

(FORMERLY VANELL CORP.)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Recent accounting pronouncements

 

The Company does not believe that any recently issued, but not yet adopted, accounting pronouncements will have a material impact on its financial position, results of operations or cash flows.

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at March 31, 2015 the Company had no cash on hand, has incurred losses since Inception of $492,469 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed.

 

NOTE 3 – DUE TO RELATED PARTIES

As of  March 31, 2015, accounts payable - related parties and advances – related parties consist of non-interest bearing advances totaled $248,631 due to our parent company, Travel Train Holdings Florida, of which $40,719 related to accounting services provided to the Company and as of December 31, 2014, $196,912 to related party advances of which $28,418 was for funding our ongoing operating expenses and $179,494 was advanced to Columbia Star Dinner for fund their operations during the period the Company was negotiating to purchase the entertainment train.

On September 7, 2012, the Director loaned $274 to the Company to pay for incorporation expenses from Inception to January 23, 2014, the former director loaned an additional $1,920 to fund the Company’s operating expenses. This loan balance is still outstanding as of March 31, 2015 and December 31, 2014. This loan is non-interest bearing, due upon demand and unsecured.

NOTE 4 – PREFERRED STOCK

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

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

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TRAIN TRAVEL HOLDINGS, INC.

(FORMERLY VANELL CORP.)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014

NOTE 5 – COMMON STOCK

The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share.

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

On June 1, 2014, the Company issued 2,931,665 shares of its common stock to settle $17,590 of its March 31, 2014 non-interest bearing advance balance with Train Travel Holdings Florida. The fair market value the shares of common stock at their date of issuance was determined using the price of the most recent sale of the Company’s shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Company’s common shares and consequently the quoted price in a highly illiquid market is not indicative of the true fair value of these shares.

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

As at March 31, 2015 and December 31, 2014, 23,391,665 shares of our common stock were issued and outstanding.

NOTE 6 – RELATED PARTY TRANSACTIONS

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

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

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

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

On June 1, 2014, the Company issued 2,931,665 shares of its common stock to settle $17,590 of its March 31, 2014 non-interest bearing advance balance with Train Travel Holdings Florida. The fair market value the shares of preferred stock at their date of issuance was determined using the price of the most recent sale of the Company’s shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Company’s common shares and consequently the quoted price in a highly illiquid market is not indicative of the true fair value of these shares.

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TRAIN TRAVEL HOLDINGS, INC.

(FORMERLY VANELL CORP.)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014

NOTE 6 – RELATED PARTY TRANSACTIONS CONTINUED

On August 15, 2014, the Company issued 1,060,000 shares of its common stock to settle $6,360 of its June 30, 2014 non-interest bearing advance balance of with Train Travel Holdings Florida. The fair market value the shares of preferred stock at their date of issuance was determined using the price of the most recent sale of the Company’s shares of common stock for cash. The Company did not use the quoted market price of its common shares as there has been no active trading market in the Company’s common shares and consequently the quoted price in a highly illiquid market is not indicative of the true fair value of these shares.

As of March 31, 2015, accounts payable - related parties and advances – related parties consist of non-interest bearing advances totaling $248,631 due to Train Travel Holdings Florida, of which $40,719 related to accounting services provided to the Company and $207,912 to related party advances of which $28,418 was for funding ongoing operating expenses and $179,494 was advanced to Columbia Star Dinner for fund their operations during the period the Company was negotiating to purchase the Entertainment Train.

NOTE 7 – INCOME TAXES

As of March 31, 2015 the Company had a net operating loss carry-forward of approximately $492,469 that can be used to offset future taxable income and begins to expire in 2034. Should a change in ownership occur net operating loss carry forwards can be limited as to use in future years.

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Contractual

As of March 31, 2015, the Company had not entered into and was not subject to any contractual commitments.

Legal

The Company was not subject to any legal proceedings during three month periods ended March 31, 2015 or 2014 and, to the best of our knowledge, no legal proceedings are threatened or pending.

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from March 31, 2015 to the date the financial statements were issued and has determined that, it does not have any material subsequent events to disclose in these financial statements.

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ITEM 2.

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

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

OVERVIEW

From inception in 2012 through December 2013 our business operations were limited primarily to the development of a business plan to provide consulting services to commercial growers of coffee in El Salvador, the completion of private placements for the offer and sale of our common stock, discussing the offers of consulting services with potential customers, and the signing of the service agreement with Finca La Esmeralda, a private El-Salvadorian company. From inception through December 31, 2013, the Company realized $8,870 in consulting fees pursuant to the signed service agreement. We discontinued our coffee business on January 23, 2014.

Commencing January 23, 2014, our business plan changed to the acquisition and operation of entertainment train companies, as well as managing and providing consulting services to entertainment train companies. Since January 2014 our management has spent considerable time and effort on our developing our business plan, including identifying specific entertainment railroads acquisition targets, engaging in discussions with these potential targets to ascertain the potential level of interest, negotiating general terms with targets, and undertaking early stage due diligence of potential targets.  As a result, we entered into non-binding letters of intent with three identified acquisition candidates and subsequently performed initial stage due diligence. Unfortunately, to this point all of our efforts have not succeeded. In one case, the railroad was in such disrepair we determined the acquisition to not be feasible at the price being sought by the target. In another case, we determined the price was too high based on our due diligence and could not reach an agreement with the potential seller. In the final case, management of the target was not able fulfill its role under an agreed upon plan to move forward with a purchase contract.  

In light of the forgoing, our management has looked to potential new lines of business in addition to pursuing our current line of business. We have identified a real estate venture that potentially could be a good acquisition target, and have entered into a non-binding letter of intent to begin initial stage due diligence.  There are no assurances that results of the due diligence will prove satisfactory to us.  Any acquisition will be subject to the negotiation and execution of a definitive agreement and certain customary closing conditions, including the delivery of audited financial statements of the target.  Accordingly, undue reliance should not be placed upon the execution of a non-binding letter of intent.

RESULTS OF OPERATION

Three Months Ended March 31, 2015 Compared to the Three Month Period Ended March 31, 2014

Revenue

During the three month period ended March 31, 2015 and 2014, we generated revenues of $0, respectively.

During the three month period ended March 31, 2015, we incurred operating expenses of $17,219 compared to $576,792 incurred for the three months ended March 31, 2014.

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Operating expenses

During the three month period ended March 31, 2015, we incurred general and administrative expenses of $3,206 compared to $3,589 incurred for the three months ended March 31, 2014.

During the three month period ended March 31, 2015, we incurred professional fees related party of $14,013 compared to $573,203 incurred for the three months ended March 31, 2015.

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

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

Legal and professional – related party

During the three months ended March 31, 2014, we incurred $566,000 in legal and professional fees with our parent company, Train Travel Holdings (Florida), who provided us with the following services in the year:

·

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

·

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

·

set up a centralized marketing team,

·

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

·

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

·

arranged discussions with Napa Valley Dinner Train (“NVDT”) as to a possible acquisition. We will move forward with the transaction, should we agree on the price of NVDT followed by successful completion of our due diligence.

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

We incurred no such expenses during the three months ended March 31, 2015.

Net Losses

Our net loss for the three month period ended March 31, 2015 was $17,219 compared to a net loss of $576,792 for the three months ended March 31, 2015 due to the factors discussed above.

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LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2015

As of March 31, 2015 our current assets were $0 compared to $0 in current assets at December 31, 2014. As of March 31, 2015, our current liabilities were $271,719 compared to $254,500 in current liabilities at December 31, 2014. At March 31, 2015 current liabilities consisted of advances and accounts payable from related parties totaling $248,631, $2,194 advanced from the former director and accounts payable of $20,894. As of March 31, 2014, current liabilities consisted of advances and accounts payable from related parties totaling $234,425, $2,194 advanced from a former director and accounts payable of $17,881.

As at March 31, 2015 the Company had no cash on hand as it does not maintain a bank account, has incurred losses since Inception of $492,469 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed.

Stockholders’ deficit increased from ($254,500) as of December 31, 2014 to ($271,719) as of March 31, 2015.

Cash Flows from Operating Activities

For the three months ended March 31, 2015, net cash flows (used) in operating activities was $(11,000) compared to $10 cash flow generated from operating activities for the three months ended March 31, 2014.

During the three months ended March 31, 2015, we incurred losses of $17,219 which was partially offset by cash flow purposes by an increase of $3,013 in accounts payable and $3,206 in accounts payable related party.  

By comparison, during the three months ended March 31, 2015 we incurred losses of $576,792 which was increased for cash flow purposes by an increase on other receivable of $29,591 and then fully offset for cash flow purposes by $291,000 of non-cash expenses relating to the issuance of preferred comparison, an increase $312,303 in accounts payable related party, $1,000 in accounts payable and a decrease in prepaid expenses of $2,000.

Cash Flows from Investing Activities

We neither generated nor used any in funds in investing activities during the three months ended March 31, 2015 or 2014.

Cash Flows from Financing Activities

During the three months ended March 31, 2015, we received $11,000 by way of advance from our parent company while by comparison during the three months ended March 31, 2014 we repaid a bank overdraft of $10.

PLAN OF OPERATION AND FUNDING

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

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

GOING CONCERN

As a result of our net loss from operations, net cash used in operations, deficit accumulated as of March 31, 2015, our ability to continue as a going concern is in substantial doubt.  Our ability to continue as a going concern is subject to the ability of the Company to generate profits from operations and/or obtaining the necessary funding from outside sources.  Management’s plan to address the Company’s ability to continue as a going concern includes (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company’s securities; and (iii) obtaining loans from shareholders as necessary, (iv) acquiring existing businesses to generate cash flow from operations.  Although management believes that it will be able to obtain the necessary funding and acquisitions to allow the Company to remain a going concern, and to pursue its acquisition strategy through the methods discussed above, there can be no assurances that such methods will prove successful.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or results of its operations as reported in its financial statements

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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ITEM 4.

CONTROLS AND PROCEDURES.

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

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

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

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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

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

ITEM 1A.

RISK FACTORS.

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINES SAFETY DISCLOSURES.

Not applicable to our Company.

ITEM 5.

OTHER INFORMATION.

None

ITEM 6.

EXHIBITS.

Exhibits:

No.		Description
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer *
32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer*
101.INS		XBRL Instance Document *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase *
101.LAE		XBRL Taxonomy Extension Label Linkbase *
101.DEF		XBRL Taxonomy Extension Definition Linkbase *
101.SCH		XBRL Taxonomy Extension Schema *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase *

———————

*	filed herewith

 

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SIGNATURES

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

	Train Travel Holdings, Inc.
Dated: May 15, 2015	By:	/s/ Timothy S. Hart
		Timothy S. Hart
		Chief Financial Officer, principal financial and accounting officer
Dated: May 15, 2015	By:	/s/ Neil Swartz
		Neil Swartz
		Chief Executive Officer, principal executive officer

17

Exhibit 31.1

CERTIFICATION

I, Neil Swartz, President, Chief Executive Officer of Train Travel Holdings, Inc., certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Train Travel Holdings, Inc. for the period ended March 31, 2015;

2.

Based on my knowledge, this report does not contain any untrue statement of 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 quarterly 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.

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

a)

designed such disclosure controls and procedures, or caused such disclosure control 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;

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: May 15, 2015

/s/ Neil Swartz
Neil Swartz, President,
Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Timothy S. Hart, Chief Financial Officer of Train Travel Holdings, Inc., certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Train Travel Holdings, Inc. for the period ended March 31, 2015;

2.

Based on my knowledge, this report does not contain any untrue statement of 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 quarterly 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.

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

a)

designed such disclosure controls and procedures, or caused such disclosure control 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;

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: May 15, 2015

/s/ Timothy S. Hart
Timothy S. Hart,
Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Train Travel Holdings, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.

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

2.

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

Date: May 15, 2015

/s/ Neil Swartz
Neil Swartz, President,
Chief Executive Officer, principal executive officer

/s/ Timothy S. Hart
Timothy S. Hart,
Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appears in typed form 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.