Consolidated SEC Viewer Rendering


Document and Entity Information

v2.4.1.9
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Mar. 26, 2015
Jun. 30, 2014
Document and Entity Information:      
Entity Registrant Name ACQUIRED SALES CORP    
Document Type 10-K    
Document Period End Date Dec. 31, 2014    
Amendment Flag false    
Entity Central Index Key 0001391135    
Current Fiscal Year End Date --12-31    
Entity Common Stock, Shares Outstanding   2,269,648dei_EntityCommonStockSharesOutstanding  
Entity Filer Category Smaller Reporting Company    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Well-known Seasoned Issuer No    
Document Fiscal Year Focus 2014    
Document Fiscal Period Focus FY    
Entity Public Float     $ 3,697,639dei_EntityPublicFloat

CONSOLIDATED BALANCE SHEETS

v2.4.1.9
CONSOLIDATED BALANCE SHEETS (USD $)
Dec. 31, 2014
Dec. 31, 2013
Current Assets    
Cash and cash equivalents $ 587,937us-gaap_CashAndCashEquivalentsAtCarryingValue $ 427,294us-gaap_CashAndCashEquivalentsAtCarryingValue
Due from sale of subsidiary   1,000,000fil_DueFromSaleOfSubsidiary
Prepaid expenses 7,985us-gaap_PrepaidExpenseCurrent  
Total Current Assets 595,922us-gaap_AssetsCurrent 1,427,294us-gaap_AssetsCurrent
Note receivable 602,500us-gaap_NotesAndLoansReceivableNetNoncurrent  
Interest receivable 35,926us-gaap_InterestReceivableNoncurrent  
Total Assets 1,234,348us-gaap_Assets 1,427,294us-gaap_Assets
Current Liabilities    
Trade accounts payable 24,982us-gaap_AccountsPayableTradeCurrent 20,886us-gaap_AccountsPayableTradeCurrent
Obligation under stock repurchase   20,000fil_ObligationUnderStockRepurchaseCurrent
Total Current Liabilities 24,982us-gaap_LiabilitiesCurrent 40,886us-gaap_LiabilitiesCurrent
Shareholders' Equity (Deficit)    
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none outstanding      
Common stock, $0.001 par value; 100,000,000 shares authorized; 2,269,648 and 2,269,648 shares outstanding, respectively 2,270us-gaap_CommonStockValueOutstanding 2,270us-gaap_CommonStockValueOutstanding
Additional paid-in capital 13,554,524us-gaap_AdditionalPaidInCapital 8,410,295us-gaap_AdditionalPaidInCapital
Accumulated deficit (12,347,428)us-gaap_RetainedEarningsAccumulatedDeficit (7,026,157)us-gaap_RetainedEarningsAccumulatedDeficit
Total Shareholders' Equity (Deficit) 1,209,366us-gaap_StockholdersEquity 1,386,408us-gaap_StockholdersEquity
Total Liabilities and Shareholders' Equity (Deficit) $ 1,234,348us-gaap_LiabilitiesAndStockholdersEquity $ 1,427,294us-gaap_LiabilitiesAndStockholdersEquity

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)

v2.4.1.9
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Statement of Financial Position    
Common Stock, par or stated value $ 0.001us-gaap_CommonStockParOrStatedValuePerShare $ 0.001us-gaap_CommonStockParOrStatedValuePerShare
Common Stock, shares authorized 100,000,000us-gaap_CommonStockSharesAuthorized 100,000,000us-gaap_CommonStockSharesAuthorized
Common Stock, shares outstanding 2,269,648us-gaap_CommonStockSharesOutstanding 2,269,648us-gaap_CommonStockSharesOutstanding
Preferred Stock, par or stated value $ 0.001us-gaap_PreferredStockParOrStatedValuePerShare $ 0.001us-gaap_PreferredStockParOrStatedValuePerShare
Preferred Stock, shares authorized 10,000,000us-gaap_PreferredStockSharesAuthorized 10,000,000us-gaap_PreferredStockSharesAuthorized
Preferred Stock, shares issued      
Preferred Stock, shares outstanding      

CONSOLIDATED STATEMENTS OF OPERATIONS

v2.4.1.9
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Statement    
Selling, General and Administrative Expense $ (310,761)us-gaap_SellingGeneralAndAdministrativeExpense $ (242,544)us-gaap_SellingGeneralAndAdministrativeExpense
Stock Compensation Expense (5,144,229)us-gaap_AllocatedShareBasedCompensationExpense  
Interest Income 35,926us-gaap_InvestmentIncomeInterest  
Other Income 23,188us-gaap_OtherIncome  
Loss from Extinguishment of Debt   (79,463)us-gaap_GainsLossesOnExtinguishmentOfDebt
Interest Expense   (4,125)us-gaap_InterestExpense
Loss from Continuing Operations (5,395,876)us-gaap_IncomeLossFromContinuingOperations (326,132)us-gaap_IncomeLossFromContinuingOperations
Gain on Disposal of Discontinued Operations 74,605us-gaap_DiscontinuedOperationProvisionForLossGainOnDisposalNetOfTax 4,621,122us-gaap_DiscontinuedOperationProvisionForLossGainOnDisposalNetOfTax
Income (Loss) from Discontinued Operations   178,916us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTax
Net Income (Loss) $ (5,321,271)us-gaap_NetIncomeLoss $ 4,473,906us-gaap_NetIncomeLoss
Basic and Diluted Earnings (Loss) per Share    
Continuing Operations $ (2.37)us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare $ (0.12)us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare
Discontinued Operations $ 0.03us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxPerBasicAndDilutedShare $ 1.73us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxPerBasicAndDilutedShare
Basic and Diluted Earnings (Loss) per Share $ (2.34)us-gaap_EarningsPerShareBasicAndDiluted $ 1.61us-gaap_EarningsPerShareBasicAndDiluted

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

v2.4.1.9
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (USD $)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Stockholders' Equity, beginning of period, Value at Dec. 31, 2012 $ 2,878us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
$ 8,187,846us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
$ (11,500,063)us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
$ (3,309,339)us-gaap_StockholdersEquity
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2012 2,877,896us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
     
Stock issued in debt extinguishment, Value 83us-gaap_StockIssuedDuringPeriodValueOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
271,758us-gaap_StockIssuedDuringPeriodValueOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
  271,841us-gaap_StockIssuedDuringPeriodValueOther
Stock issued in debt extinguishment, Shares 82,548us-gaap_StockIssuedDuringPeriodSharesOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
     
Redemption of common stock, Value (691)us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
(49,309)us-gaap_StockRepurchasedDuringPeriodValue
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
  (50,000)us-gaap_StockRepurchasedDuringPeriodValue
Redemption of common stock, Shares (690,796)us-gaap_StockRepurchasedDuringPeriodShares
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
     
Net income (loss)     4,473,906us-gaap_NetIncomeLoss
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
4,473,906us-gaap_NetIncomeLoss
Stockholders' Equity, end of period, Value at Dec. 31, 2013 2,270us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
8,410,295us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
(7,026,157)us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
1,386,408us-gaap_StockholdersEquity
Stockholders' Equity, end of period, Shares at Dec. 31, 2013 2,269,648us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
     
Net income (loss)     (5,321,271)us-gaap_NetIncomeLoss
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
(5,321,271)us-gaap_NetIncomeLoss
Stock issued to the Board of Directors for services previously rendered   5,144,229us-gaap_AdjustmentsToAdditionalPaidInCapitalOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
  5,144,229us-gaap_AdjustmentsToAdditionalPaidInCapitalOther
Stockholders' Equity, end of period, Value at Dec. 31, 2014 $ 2,270us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
$ 13,554,524us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
$ (12,347,428)us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
$ 1,209,366us-gaap_StockholdersEquity
Stockholders' Equity, end of period, Shares at Dec. 31, 2014 2,269,648us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
     

CONSOLIDATED STATEMENTS OF CASH FLOWS

v2.4.1.9
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Cash Flows From Operating Activities    
Net income (loss) $ (5,321,271)us-gaap_ProfitLoss $ 4,473,906us-gaap_ProfitLoss
Adjustments to reconcile income (loss) to net cash used in operating activities:    
(Income)/loss from discontinued operations (74,605)us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity (4,800,038)us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity
Loss from extinguishment of debt   79,463us-gaap_GainsLossesOnExtinguishmentOfDebt
Stock compensation expense 5,144,229us-gaap_ShareBasedCompensation 0us-gaap_ShareBasedCompensation
Changes in operating assets and liabilities:    
Prepaid expenses (7,985)us-gaap_IncreaseDecreaseInPrepaidExpense  
Accrued interest receivable (35,926)us-gaap_IncreaseDecreaseInAccruedInterestReceivableNet  
Accounts payable 4,096us-gaap_IncreaseDecreaseInAccountsPayable 101,070us-gaap_IncreaseDecreaseInAccountsPayable
Accrued compensation   (150,000)us-gaap_IncreaseDecreaseInAccruedSalaries
Net cash used in operating activities of continuing operations (291,462)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations (295,599)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations
Net cash provided by (used in) operating activities of discontinued operations   (1,066,600)us-gaap_CashProvidedByUsedInOperatingActivitiesDiscontinuedOperations
Net Cash Used in Operating Activities (291,462)us-gaap_NetCashProvidedByUsedInOperatingActivities (1,362,199)us-gaap_NetCashProvidedByUsedInOperatingActivities
Cash Flows From Investing Activities    
Proceeds from sale of discontinued operations, net of cash sold 1,074,605us-gaap_ProceedsFromDivestitureOfBusinessesNetOfCashDivested 3,888,552us-gaap_ProceedsFromDivestitureOfBusinessesNetOfCashDivested
Note receivable (602,500)us-gaap_PaymentsToAcquireNotesReceivable  
Net cash used in investing activities of discontinued operations   (4,127)us-gaap_CashProvidedByUsedInInvestingActivitiesDiscontinuedOperations
Net Cash Provided by Investing Activities 472,105us-gaap_NetCashProvidedByUsedInInvestingActivities 3,884,425us-gaap_NetCashProvidedByUsedInInvestingActivities
Cash Flow From Financing Activities    
Proceeds from borrowing under related party note payable 300,000us-gaap_ProceedsFromRelatedPartyDebt  
Payments on notes payable   (650,070)us-gaap_RepaymentsOfNotesPayable
Payments on notes payable - related parties (300,000)us-gaap_RepaymentsOfRelatedPartyDebt (1,601,776)us-gaap_RepaymentsOfRelatedPartyDebt
Payment of obligation under stock repurchase (20,000)us-gaap_PaymentsForRepurchaseOfCommonStock (30,000)us-gaap_PaymentsForRepurchaseOfCommonStock
Net Cash Provided by (Used in) Financing Activities (20,000)us-gaap_NetCashProvidedByUsedInFinancingActivities (2,281,846)us-gaap_NetCashProvidedByUsedInFinancingActivities
Net Increase in Cash 160,643us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease 240,380us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease
Cash and Cash Equivalents at Beginning of Year 427,294us-gaap_CashAndCashEquivalentsAtCarryingValue 186,914us-gaap_CashAndCashEquivalentsAtCarryingValue
Cash and Cash Equivalents at End of Year 587,937us-gaap_CashAndCashEquivalentsAtCarryingValue 427,294us-gaap_CashAndCashEquivalentsAtCarryingValue
Supplemental Cash Flow Information    
Cash paid for interest   3,683us-gaap_InterestPaid
Cash paid for income taxes 834us-gaap_IncomeTaxesPaid  
Supplemental Disclosure of Noncash Investing and Financing Activities    
Stock issued in extinguishment of debt to related party   $ 271,842us-gaap_StockIssued1

Note 1 - Basis of Presentation and Significant Accounting Policies

v2.4.1.9
Note 1 - Basis of Presentation and Significant Accounting Policies
12 Months Ended
Dec. 31, 2014
Notes  
Note 1 - Basis of Presentation and Significant Accounting Policies

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of PresentationOn February 13, 2012, Acquired Sales Corp (“Acquired Sales” or the “Company”) purchased 100% of the equity interests of Defense & Security Technology Group, Inc. (“DSTG”). On September 30, 2013, Acquired Sales sold 100% of the capital stock of DSTG to Minh Le, the previous owner of DSTG prior to its acquisition. DSTG’s results of operations have been included in the Company's operations through September 30, 2013 and have been reclassified as discontinued operations.

 

On January 12, 2013, Acquired Sales entered into an agreement with Drumright Group, LLC (“Drumright”) that was closed on February 11, 2013, wherein Acquired Sales sold 100% of the capital stock of Cogility Software Corporation (“Cogility”) to Drumright. Cogility’s results of operations have been reclassified as discontinued operations.

 

Principles of Consolidation – The accompanying consolidated financial statements include the accounts and operations of Acquired Sales for all periods presented, the accounts and discontinued operations of Cogility through February 11, 2013, and the accounts and discontinued operations of DSTG through September 30, 2013. Intercompany accounts and transactions have been eliminated on consolidation.

 

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Significant estimates include share-based compensation. Actual results and outcomes may differ from management’s estimates and assumptions.

 

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred income taxes. Deferred income taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and on tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided against deferred income tax assets when it is not more likely than not that the deferred income tax assets will be realized.

 

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2014 and 2013:

 

For the Year Ended

 

December 31,

 

2014

2013

Loss from continuing operations

$(5,395,876)

$(326,132)

Income from discontinued operations

74,605

4,800,038

Net income (loss)

$(5,321,271)

$4,473,906

Basic and Diluted Weighted

 

 

Average Shares Outstanding

2,269,648

2,780,866

Basic and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(2.37)

$(0.12)

Discontinued Operations

0.03

1.73

Net income (loss)

$(2.34)

$1.61

 

There were 6,198,774 stock options and warrants and 938,000 financing warrants outstanding during the year ended December 31, 2014 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. There were 2,148,774 stock options and 938,000 financing warrants outstanding during the year ended December 31, 2013 that were excluded from the computation of earnings (loss) per share because their effects would have been anti-dilutive.

 

Recent Accounting Pronouncements - In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first quarter of fiscal year 2017 using one of two retrospective application methods. The Company has not determined the potential effects on the financial statements.

 

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation-Stock Compensation (Topic 718)-Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). ASU No. 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition.  The effective date will be the first quarter of fiscal year 2016. The Company has not determined the potential effects on the financial statements.


Note 2 - Risks and Uncertainties

v2.4.1.9
Note 2 - Risks and Uncertainties
12 Months Ended
Dec. 31, 2014
Notes  
Note 2 - Risks and Uncertainties

NOTE 2 - RISKS AND UNCERTAINTIES

 

Going Concern – The Company has a history of recurring losses, which have resulted in an accumulated deficit of $12,347,428 as of December 31, 2014. During the year ended December 31, 2014, the Company recognized a loss of $5,395,876 from continuing operations. The Company used net cash of $291,462 in operating activities of continuing operations. The sale of Cogility and DSTG eliminated the Company’s source of revenue. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing profitable businesses that will create positive income from operations; (2) acquiring valuable real estate in exchange for common stock and/or preferred stock; and/or (3) completing private placements of our common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurance that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.


Note 3 - Note Receivable

v2.4.1.9
Note 3 - Note Receivable
12 Months Ended
Dec. 31, 2014
Notes  
Note 3 - Note Receivable

NOTE 3 – NOTE RECEIVABLE

 

The William Noyes Webster Foundation, Inc. (the "Foundation"), a non-profit Massachusetts corporation, has received a provisional registration from the Commonwealth of Massachusetts to own and operate a medical marijuana cultivation facility and dispensary in Barnstable County, Massachusetts. Jane W. Heatley ("Heatley") is the founder and a member of the board of directors of the Foundation.

 

Teaming Agreement - On July 8, 2014, Acquired Sales Corp. ("AQSP") and Heatley agreed to use their respective best efforts, working exclusively together as a team, and not as a partnership or other entity, in order to consummate transactions, agreements, contracts and other arrangements pursuant to which AQSP will provide capital and expertise to the Foundation.

 

Promissory Note - On July 14, 2014, the Foundation signed and delivered to AQSP a Secured Promissory Note (the "Note") which is in the stated loan amount of $1,500,000. The Note provides that the $1,500,000 loan may be advanced in one or more installments as the Foundation and AQSP may mutually agree upon. The Foundation and AQSP mutually agreed that the first installment of this loan would be $602,500. Pursuant to instructions from the Foundation, on July 14, 2014, AQSP paid $2,500 owed by the Foundation to one of its consultants, and AQSP advanced $600,000 directly to the Foundation. The amount and timing of subsequent loan installments under the Note, which could total $897,500, have not yet been mutually agreed upon between the Foundation and AQSP.

 

The principal balance outstanding under the Note will bears interest at the rate of 12.5% per annum, compounded monthly. The Company accrued $35,926 in interest under the note for the period ended December 31, 2014. The first payment of accrued interest by the Foundation under the Note shall be made as soon after the Foundation commences operations of its medical marijuana cultivation facility and dispensary as the Foundation's cash flows shall reasonably permit, but in any event no later than one year after the Foundation commences operations. The principal of the Note shall be payable in eight consecutive equal quarterly installments, commencing on the last day of the calendar quarter in which the Foundation commences operations. Principal on the Note and related accrued interest will be considered past due if the aforementioned payments are not received by their due dates.

 

The Company assessed the collectability of the Note based on the adequacy of the Foundation’s collateral and the Foundation’s capability of repaying the Note according to its terms. The Note is secured by, among other things, certain of the Foundation’s assets, as set out in a Security Agreement dated July 14, 2014. Based on this assessment, the Company has concluded that no allowance for loan losses was required as of December 31, 2014.


Note 4 - Related Party Transactions

v2.4.1.9
Note 4 - Related Party Transactions
12 Months Ended
Dec. 31, 2014
Notes  
Note 4 - Related Party Transactions

NOTE 4 – RELATED PARTY TRANSACTIONS

 

At December 31, 2012, the Company had recorded accrued compensation that included $570,979 in deferred payroll and vacation pay, and payroll taxes payable, $110,777 in employee reimbursements payable, and commissions payable to one current and one former employee in the aggregate amount of $198,967.  Under the terms of the sale of Cogility, all but $100,000 of the accrued compensation was paid on the date of acquisition. The Company determined that the additional accrued compensation of $100,000 was no longer necessary and reversed the accrual at December 31, 2013.

 

On September 13, 2011, a key executive resigned his position and entered into a severance agreement with the Company.  On September 16, 2010, the Company had signed a letter agreeing to pay the former executive officer $47,000 in one-time commissions. Under the severance agreement the Company was also obligated to pay the former executive officer a one-time bonus of $35,000 and deferred compensation of $18,432. The liabilities were paid in full during the year ended December 31, 2013.


Note 5 - Notes Payable

v2.4.1.9
Note 5 - Notes Payable
12 Months Ended
Dec. 31, 2014
Notes  
Note 5 - Notes Payable

NOTE 5 – NOTES PAYABLE

 

Notes Payable to Related Parties – At December 31, 2012, the Company had notes payable to a significant shareholder, affiliated with an officer of the Company for $525,000. The notes were unsecured, non-interest bearing and due upon demand. The Company had entered into an agreement with the significant shareholder that, at such time as the Company was financially able to do so and at the reasonable discretion of the chief executive officer of the Company, the notes payable held by the significant shareholder would be extinguished in full by the payment of $262,500 in cash and the issuance of 82,548 shares common stock. Based on the fair value of the Company’s common stock on the date of the agreement of $3.18 per share, the significant shareholder received a contingent beneficial conversion feature in connection with the agreement. The liability was settled with the payment of $262,500 and the issuance of 82,548 shares of common stock during the year ended December 31, 2013. The Company recognized a loss from extinguishment of debt of $10,980 during the year ended December 31, 2013.

 

At December 31, 2012, the Company had $375,000 of notes payable to related parties that were secured by all the assets of the Company, bore interest at 3% per annum and were due December 31, 2014. The notes were issued with warrants to purchase common stock that resulted in the notes payable being carried at a discount to their face value. At February 11, 2013, the carrying amount of the notes payable was $344,601, net of $30,399 of unamortized discount. The liability was paid in full during the year ended December 31, 2013. The Company recognized a loss of $30,399 on early extinguishment of debt relating to unamortized discount.

 

On January 30, 2012, an officer advanced the Company $75,000 for short-term working capital needs. The loan was without interest, unsecured and due upon demand. On April 1, 2012, the terms of the loan were renegotiated such that the loan bore interest at 6% per annum, payable quarterly, and was due upon demand. The liability was paid in full during the year ended December 31, 2013.

 

In connection with the acquisition of DSTG on February 13, 2012, the Company assumed an $86,000 distribution payable to the former DSTG shareholder. The liability was without interest, due upon demand and unsecured. On July 25, 2012, the terms of the loan were renegotiated such that the loan bore interest at 6% per annum, payable quarterly, and was due upon demand. The liability was paid in full during the year ended December 31, 2013.

 

During 2012, the Company borrowed $325,000 from a director of the Company from an entity related to an officer of the Company. All of the related notes payable bear interest at 6% per annum, payable quarterly, and were due upon demand. The notes were paid in full during the year ended December 31, 2013.

 

On March 31, 2012, a significant shareholder advanced the Company $60,000 for short-term working capital needs.  The loan was without interest, unsecured and due upon demand.  The note payable was paid in full on April 13, 2012.

 

On June 4, 2012, the Company borrowed an additional $100,000 from an officer of the Company. The related note payable bore interest at 6% per annum, payable quarterly, and was due upon demand. The liability was paid in full during the year ended December 31, 2013.

 

During 2012, the Company borrowed $230,000 from an officer of the Company and from an entity related to an officer of the Company. All of the related notes payable bore interest at 6% per annum, payable quarterly, and were due upon demand. The liability was paid in full during the year ended December 31, 2013.

 

During 2012, the Company borrowed $140,000 from an entity related to an officer of the Company, from a director of the Company and from an officer of the Company. All of the related notes payable bore interest at 6% per annum, payable quarterly, and were due upon demand. The notes payable were paid in full during the year ended December 31, 2013.

 

At March 31, 2013, an officer of the Company had advanced the Company a total of $32,500 for short-term working capital needs. The loan was without interest, unsecured and due upon demand. The advance was paid in full during the year ended December 31, 2013. Interest paid to related parties during the year ended December 31, 2013 was $4,126.

 

At December 31, 2012, notes payable to a lending company totaled $130,070, were unsecured, non-interest bearing and due on demand. The liability was paid in full during the year ended December 31, 2013.

 

At December 31, 2012, The Company had $520,000 of notes payable to third parties that were secured by all the assets of the Company, bore interest at 3% per annum and were due December 31, 2014. The notes were issued with warrants to purchase common stock that resulted in the notes payable being carried at a discount to their face value. At December 31, 2012, the carrying amount of the notes was $480,480, net of $39,520 of unamortized discount. The liability was paid in full during the year ended December 31, 2013. The Company recognized a loss of $39,520 on early extinguishment of debt relating to the unamortized discount.

 

On July 14, 2014, AQSP borrowed $300,000 from the Roberti Jacobs Family Trust (the "Trust"). The Trust is an affiliate of Gerard M. Jacobs, AQSP's chief executive officer.  The loan was repaid in full on August 5, 2014.


Note 6 - Shareholders' Equity

v2.4.1.9
Note 6 - Shareholders' Equity
12 Months Ended
Dec. 31, 2014
Notes  
Note 6 - Shareholders' Equity

NOTE 6 – SHAREHOLDERS’ EQUITY

 

Share-Based Compensation – The Company has granted its chief executive officer and directors the rights to purchase warrants to purchase common stock as compensation for their services. Share-based compensation expense recognized during the years ended December 31, 2014 and 2013 was $5,144,229 and $0, respectively. No income tax benefit was recognized with respect to the share-based compensation. In prior years, the Company has also granted stock options and warrants as compensation to management, to the board of directors, and to a consultant.

 

On November 28, 2014, our chief executive officer and directors were issued rights to purchase warrants, which do not require shareholder approval, to purchase an aggregate of 1,350,000 shares of common stock of the Company at $0.01 per share and rights to purchase warrants to purchase an aggregate of 1,350,000 shares of common stock at $1.85 per share, which rights to purchase warrants do not require shareholder approval. The $0.01 warrants became exercisable once the Company’s common stock closed at not less than $3.50 per share on at least ten consecutive trading days. This condition was met in December 2014. The $1.85 warrants contained this condition which has been met, but 1,250,000 of the $1.85 warrants also are conditioned upon the acquisition by the Company of at least one of certain real estate properties owned by entities controlled by our director Vincent J. Mesolella. When exercisable, the warrants are exercisable through December 31, 2024. The grant-date fair value of these warrants was $5,144,229, or a weighted-average fair value of $1.91 per share, determined by the Black-Scholes option pricing model using the following weighted-average assumptions: expected future stock volatility of 147%; risk-free interest rate of 1.49%; dividend yield of 0% and an expected term of 5.0 years. The expected future stock volatility was based on the combined volatility of Acquired Sales’ Corp.’s stock and two peer companies’ stock volatilities. The risk-free interest rate was based on the U.S. Federal treasury rate for instruments due over the expected term of the warrants. The expected term of each warrant was based on the midpoint between the date the warrant vests and the contractual term of the warrant.

 

On November 28, 2014, our chief executive officer and directors were also issued rights to purchase warrants, which do not require shareholder approval, to purchase 1,350,000 shares of common stock of the Company at the same price per share of Acquired Sales’ stock paid by the investor(s) in the capital raise of at least $15,000,000 by May 31, 2015 to fund the cash portion of the PPV merger consideration (the “Capital Raise Price Per Share”), with the exercise of 1,250,000 of these warrants being conditioned upon the acquisition by the Company of four real estate properties owned by entities controlled by our director Vincent J. Mesolella.

 

The fair value of the warrants was estimated by a valuation firm, on the date of grant, using a Monte Carlo Simulation model. Using this model, we assumed that the performance conditions would be achieved. If such conditions were not met, no compensation cost would be recognized and any recognized compensation cost would be reversed.

 

The weighted-average grant-date fair value of the warrants was $1.88 per share, for a total value of $2,536,472, based on the following weighted-average assumptions: an expected future stock volatility of 147%, which was the combined volatility of Acquired Sales’ stock and two peer companies’ stock volatilities; risk-free interest rate of 1.50% and a dividend yield of 0%. The expected term of 5.0 years was determined by the simulation. The risk-free interest rate was based on the US Treasury Constant Maturity Yield over the expected term of the warrants. The Company terminated its letter of intent to acquire PPV on March 11, 2015, and as such terminated its efforts to raise the capital necessary to acquire PPV. Consequently, it is not probable that these warrants will vest, and no compensation expense related to these warrants has been recognized to date.

 

The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2014 and changes during the year then ended:

 

 

 

 

Weighted-Average

 

 

 

Weighted-Average

Remaining Contractual

Aggregate

Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2013

2,148,774

$2.35

 

 

Granted in 2014

4,050,000

$0.93

 

 

Outstanding, December 31, 2014

6,198,774

$1.56

8.14

$3,138,875

Exercisable, December 31, 2014

3,598,774

$1.46

6.80

$2,951,375

 

 

 

 

 

Notes:

 

 

 

 

(a) The Weighted-Average Exercise Price column excludes those warrants that have an exercise price for the common stock priced at the Capital Raise Price Per Share.

 

Financing Warrants – Through December 31, 2012, the Company issued 938,000 warrants in connection with the issuance of notes payable primarily to related parties. The warrants were outstanding at December 31, 2013 and 2014. At December 31, 2014, the financing warrants had a weighted-average exercise price of $2.32 per share, a weighted-average remaining contractual term of 1.85 years and no aggregate intrinsic value.

 

Common Stock – On October 17, 2013, the Company entered into a settlement agreement with Matthew Ghourdjian and the Deborah Sue Ghourdjian Separate Property Trust, whereby Mr. Ghourdjian and the Trust sold to the Company 690,796 shares of common stock for $30,000 cash plus an obligation to pay an additional $20,000 in February 2014, or approximately $0.07 per share. Mr. Ghourdjian resigned from the Company as an employee, director and officer. Mr. Ghourdjian and the Trust, and the Company entered into mutual releases of all claims against one another.  The obligation was paid in February 2014.

 

Also on October 17, 2013, Mr. Roger Greene entered into a settlement agreement with the Company whereby Mr. Greene forfeited his options to purchase 25,000 shares of common stock of the Company at $0.001 per share. In addition, Mr. Greene and the Company signed mutual releases of any and all claims against one another. Mr. Greene resigned as a director of the Company on that date.


Note 7 - Income Taxes

v2.4.1.9
Note 7 - Income Taxes
12 Months Ended
Dec. 31, 2014
Notes  
Note 7 - Income Taxes

NOTE 7 – INCOME TAXES

 

During the years ended December 31, 2014 and 2013, the Company did not incur any current tax on its continuing operations and there was no deferred tax provision or benefit from continuing operations. At December 31, 2014, the Company has U.S. Federal net operating loss carry forwards of $487,878 that will expire in 2030 through 2034 if not used by those dates.

 

As of December 31, 2014, the Company had no unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate over the next 12 months. The Company currently believes that all significant filing positions are highly certain and that all of its significant income tax filing positions and deductions would be sustained upon audit. Therefore, the Company has no significant reserves for uncertain tax positions and no adjustments to such reserves were required by generally accepted accounting principles. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company’s tax returns are subject to examination for the years ended December 31, 2010 through 2014. A reconciliation of the amount of tax benefit computed using the U.S. federal statutory income tax rate to the provision for income taxes on continuing operations is as follows:

 

 

For the Years Ended

December 31,

 

2014

2013

Tax expenses (benefit) at statutory rate (34%)

$(1,834,598)

$(114,146)

State tax benefit, net of federal benefit

(178,064)

870,307

Non-deductible expenses

4,074

940

Revision of prior years' deferred tax assets

(86,347)

-

Change in estimated future income tax rates

7,254

-

Change in valuation allowance

2,087,681

127,923

Net Deferred Income Tax Asset

$-

$-

 

The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2014 and 2013 were as follows:

 

 

December 31,

 

2014

2013

Operating loss carry forwards

$181,979

$126,179

Stock-based compensation

2,874,359

870,307

Less: Valuation allowance

(3,056,338)

(996,486)

Net Deferred Income Tax Asset

$-

$-

 

The deferred tax asset valuation allowance increased by $2,059,852 and decreased by $2,819,473 during the years ended December 31, 2014 and 2013, respectively.


Note 8 - Contingent Contractual Obligations and Commercial Commitments

v2.4.1.9
Note 8 - Contingent Contractual Obligations and Commercial Commitments
12 Months Ended
Dec. 31, 2014
Notes  
Note 8 - Contingent Contractual Obligations and Commercial Commitments

NOTE 8 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

 

As discussed in Note 3, the Company has commitments under agreements with the William Noyes Webster Foundation, Inc.

 

Medical marijuana on Cape Cod:

 

AQSP has agreed to pay a lump sum finder's fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) AQSP makes certain loans to the William Noyes Webster Foundation, Inc. (the "Foundation") which was found by Parare Partners Inc., (2) the Foundation constructs and brings into operation its planned medical marijuana cultivation facility and dispensary in Massachusetts, (3) AQSP directly or via subsidiaries enters into certain consulting agreements with the Foundation, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows: (i) 5% of the first $1,000,000 of the aggregate principal amount of such loans, (ii) 4% of the second $1,000,000 of the aggregate principal amount of such loans, (iii) 3% of the third $1,000,000 of the aggregate principal amount of such loans, (iv) 2% of the fourth $1,000,000 of the aggregate principal amount of such loans, and (v) 1% of the aggregate principal amount of such loans that are in excess of $4,000,000.

Medical marijuana in California and Oregon:

 

AQSP has agreed to pay a lump sum finder’s fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) AQSP makes certain loans to a company found by Parare Partners Inc. (the "Cal/Ore Company") that wants to purchase certain medical marijuana facilities in  California and Oregon (the "Cal/Ore Facilities"), (2) the Cal/Ore Company purchases the Cal/Ore Facilities, (3) AQSP directly or via subsidiaries enters into purchase agreements with the Cal/Ore Company regarding the Cal/Ore Facilities, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows: (i) 5% of the first $1,000,000 of the aggregate principal amount of such loans, (ii) 4% of the second $1,000,000 of the aggregate principal amount of such loans, (iii) 3% of the third $1,000,000 of the aggregate principal amount of such loans, (iv) 2% of the fourth $1,000,000 of the aggregate principal amount of such loans, and (v) 1% of the aggregate principal amount of such loans that are in excess of $4,000,000.

 


Note 9 - Sale of Subsidiaries and Discontinued Operations

v2.4.1.9
Note 9 - Sale of Subsidiaries and Discontinued Operations
12 Months Ended
Dec. 31, 2014
Notes  
Note 9 - Sale of Subsidiaries and Discontinued Operations

NOTE 9 – SALE OF SUBSIDIARIES AND DISCONTINUED OPERATIONS

 

Cogility Software Corporation – On January 12, 2013, Acquired Sales entered into an agreement with Drumright Group, LLC (“Drumright”) that was closed on February 11, 2013, wherein Acquired Sales sold 100% of the capital stock of its subsidiary, Cogility Software Corporation (“Cogility”) to Drumright in exchange for $3,975,000 in cash and a $3,000,000 receivable. The $3,000,000 was originally receivable as follows: $1,500,000 on August 11, 2013, less an estimated $32,258 in connection with a certain military contract delay, and $1,500,000 on February 11, 2014.

 

In addition, Acquired Sales was required to hold $300,000 in an escrow account for potential subsequent claims. Acquired Sales was responsible for all costs and expenses and retained all accounts receivable relating to work performed by Cogility on revenue contracts through January 31, 2013, with those costs, expenses and revenue transitioning to Drumright thereafter. During the twelve months ended December 31, 2014, Cogility collected on an account receivable retained by Acquired Sales that had been deemed uncollectible in the amount of $74,605. The amount is recorded as an adjustment to the gain on sale. Acquired Sales retained a contract to create “legal analytics” software. The carrying value of Cogility’s net liabilities, excluding accounts receivable, was $32,899.

 

Under the terms of the agreement, Acquired Sales was required to transfer Cogility to Drumright without any liabilities. To accomplish this requirement, the $3,975,000 down payment was placed into an escrow account and to the extent necessary was used to pay Cogility’s liabilities, including liabilities that were secured by Cogility’s assets or its capital stock.

 

The Company agreed to indemnify Drumright for losses caused by breach of the Company’s representations and warranties. In March 2013, Drumright notified the Company of the existence of a second amendment to a license agreement between Cogility and one of its customers that was effective April 2007. On July 16, 2013, the parties entered into a Compromise and Release agreement whereby the parties agreed to reduce the purchase price by $2,000,000 by reducing the $3,000,000 receivable to $1,000,000 due and paid on February 11, 2014. As a result of the Compromise and Release agreement, the Company recognized a reduced gain on disposal of discontinued operations relating to the sale of Cogility of $4,726,068.

 

On September 30, 2013, Acquired Sales sold 100% of the common stock of Defense & Security Technology Group, Inc. (“DSTG”) back to its previous shareholder for $1. The Company recognized a loss on sale of $104,946 during the year ended December 31, 2013.

 

Revenue Recognition – While held by the Company, Cogility and DSTG entered into contractual arrangements with end-users of its products to sell software licenses, hardware, consulting services and maintenance services, either separately or in various combinations thereof. For each arrangement, revenue was recognized when persuasive evidence of an arrangement existed, the fees to be paid by the customer were fixed or determinable, collection of the fees was probable, and delivery of the product or services had occurred. When Cogility or DSTG was the primary obligor or bore the risk of loss, revenue and costs were recorded on a gross basis and when they received fixed transactional fees, revenue was recorded under the net method based on the net amount retained.

 

In contractual arrangements where services were essential to the functionality of the software or hardware, or payment of the license fees were dependent upon the performance of the related services, revenue for the software license, hardware and consulting fees were recognized on the completed-contract method when the contract was substantially completed and all related deliverables had been provided to and accepted by the customer. This method was used because management of Cogility and DSTG were unable to accurately estimate total cost of individual contracts until the contracts were substantially completed. Provisions for estimated losses on uncompleted contracts were made in the period in which such losses were determined. Claims for additional compensation were recognized during the period such claims were resolved and collected.

 

Costs of software, hardware and costs incurred in performing contract services were deferred until the related revenue was recognized. Contract costs included all purchased software and hardware, subcontract and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, equipment, and travel costs as well as depreciation on equipment used in performance of the contractual arrangements.

 

Consulting Services: Consulting services were comprised of consulting, implementation, software installation, data conversion, building interfaces to allow the software to operate in integrated environments, training and applications. Consulting services were sold on a fixed-fee and a time-and-materials basis, with payment normally due upon achievement of specific milestones. Consulting services revenue was recognized under the completed-contract method as described above.


Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)

v2.4.1.9
Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2014
Policies  
Principles of Consolidation

Principles of Consolidation – The accompanying consolidated financial statements include the accounts and operations of Acquired Sales for all periods presented, the accounts and discontinued operations of Cogility through February 11, 2013, and the accounts and discontinued operations of DSTG through September 30, 2013. Intercompany accounts and transactions have been eliminated on consolidation.

Use of Estimates

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Significant estimates include share-based compensation. Actual results and outcomes may differ from management’s estimates and assumptions.

Income Taxes

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred income taxes. Deferred income taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and on tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided against deferred income tax assets when it is not more likely than not that the deferred income tax assets will be realized.

Basic and Diluted Earnings (Loss) Per Common Share

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2014 and 2013:

 

For the Year Ended

 

December 31,

 

2014

2013

Loss from continuing operations

$(5,395,876)

$(326,132)

Income from discontinued operations

74,605

4,800,038

Net income (loss)

$(5,321,271)

$4,473,906

Basic and Diluted Weighted

 

 

Average Shares Outstanding

2,269,648

2,780,866

Basic and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(2.37)

$(0.12)

Discontinued Operations

0.03

1.73

Net income (loss)

$(2.34)

$1.61

 

There were 6,198,774 stock options and warrants and 938,000 financing warrants outstanding during the year ended December 31, 2014 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. There were 2,148,774 stock options and 938,000 financing warrants outstanding during the year ended December 31, 2013 that were excluded from the computation of earnings (loss) per share because their effects would have been anti-dilutive.

Recent Accounting Pronouncements

Recent Accounting Pronouncements - In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first quarter of fiscal year 2017 using one of two retrospective application methods. The Company has not determined the potential effects on the financial statements.

 

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation-Stock Compensation (Topic 718)-Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). ASU No. 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition.  The effective date will be the first quarter of fiscal year 2016. The Company has not determined the potential effects on the financial statements.


Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)

v2.4.1.9
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)
12 Months Ended
Dec. 31, 2014
Tables/Schedules  
Schedule of Earnings Per Share, Basic and Diluted

 

For the Year Ended

 

December 31,

 

2014

2013

Loss from continuing operations

$(5,395,876)

$(326,132)

Income from discontinued operations

74,605

4,800,038

Net income (loss)

$(5,321,271)

$4,473,906

Basic and Diluted Weighted

 

 

Average Shares Outstanding

2,269,648

2,780,866

Basic and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(2.37)

$(0.12)

Discontinued Operations

0.03

1.73

Net income (loss)

$(2.34)

$1.61


Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)

v2.4.1.9
Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)
12 Months Ended
Dec. 31, 2014
Tables/Schedules  
Schedule of Share-based Compensation, Stock Options and Warrant Activity

The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2014 and changes during the year then ended:

 

 

 

 

Weighted-Average

 

 

 

Weighted-Average

Remaining Contractual

Aggregate

Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2013

2,148,774

$2.35

 

 

Granted in 2014

4,050,000

$0.93

 

 

Outstanding, December 31, 2014

6,198,774

$1.56

8.14

$3,138,875

Exercisable, December 31, 2014

3,598,774

$1.46

6.80

$2,951,375

 

 

 

 

 

Notes:

 

 

 

 

(a) The Weighted-Average Exercise Price column excludes those warrants that have an exercise price for the common stock priced at the Capital Raise Price Per Share.


Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)

v2.4.1.9
Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)
12 Months Ended
Dec. 31, 2014
Tables/Schedules  
Schedule of Effective Income Tax Rate Reconciliation

 

 

For the Years Ended

December 31,

 

2014

2013

Tax expenses (benefit) at statutory rate (34%)

$(1,834,598)

$(114,146)

State tax benefit, net of federal benefit

(178,064)

870,307

Non-deductible expenses

4,074

940

Revision of prior years' deferred tax assets

(86,347)

-

Change in estimated future income tax rates

7,254

-

Change in valuation allowance

2,087,681

127,923

Net Deferred Income Tax Asset

$-

$-


Note 7 - Income Taxes: Schedule of Deferred Tax Assets (Tables)

v2.4.1.9
Note 7 - Income Taxes: Schedule of Deferred Tax Assets (Tables)
12 Months Ended
Dec. 31, 2014
Tables/Schedules  
Schedule of Deferred Tax Assets

The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2014 and 2013 were as follows:

 

 

December 31,

 

2014

2013

Operating loss carry forwards

$181,979

$126,179

Stock-based compensation

2,874,359

870,307

Less: Valuation allowance

(3,056,338)

(996,486)

Net Deferred Income Tax Asset

$-

$-


Note 1 - Basis of Presentation and Significant Accounting Policies (Details)

v2.4.1.9
Note 1 - Basis of Presentation and Significant Accounting Policies (Details)
12 Months Ended
Dec. 31, 2012
Sep. 30, 2013
Jan. 12, 2013
Defense Securities Technology Group      
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions 100.00%us-gaap_SubsidiaryOrEquityMethodInvesteeCumulativePercentageOwnershipAfterAllTransactions
/ us-gaap_BusinessAcquisitionAxis
= fil_DefenseSecuritiesTechnologyGroupMember
   
Defense & Security Technology Group, Inc      
Stock Sold to Acquirer, percent   100.00%fil_StockSoldToAcquirerPercent
/ us-gaap_BusinessAcquisitionAxis
= fil_DefenseSecurityTechnologyGroupIncMember
 
Drumright Group LLC purchase of Cogility      
Stock Sold to Acquirer, percent     100.00%fil_StockSoldToAcquirerPercent
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember

Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details)

v2.4.1.9
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Details    
Loss from Contining Operations $ (5,395,876)us-gaap_IncomeLossFromContinuingOperations $ (326,132)us-gaap_IncomeLossFromContinuingOperations
Income from Discontinued Operations 74,605us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity 4,800,038us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity
Net income (loss) $ (5,321,271)us-gaap_ProfitLoss $ 4,473,906us-gaap_ProfitLoss
Basic and Diluted Weighted    
Average Shares Outstanding 2,269,648us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 2,780,866us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted
Basic and Diluted Earnings (Loss) per Share    
Continuing Operations $ (2.37)us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare $ (0.12)us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare
Discontinued Operations $ 0.03us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxPerBasicAndDilutedShare $ 1.73us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxPerBasicAndDilutedShare
Net income (loss) $ (2.34)us-gaap_EarningsPerShareBasicAndDiluted $ 1.61us-gaap_EarningsPerShareBasicAndDiluted

Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details)

v2.4.1.9
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Equity Option    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 6,198,774us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_StockOptionMember
2,148,774us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_StockOptionMember
Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 938,000us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_WarrantMember
938,000us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_WarrantMember

Note 2 - Risks and Uncertainties (Details)

v2.4.1.9
Note 2 - Risks and Uncertainties (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Details    
Accumulated deficit $ (12,347,428)us-gaap_RetainedEarningsAccumulatedDeficit $ (7,026,157)us-gaap_RetainedEarningsAccumulatedDeficit
Loss from Contining Operations (5,395,876)us-gaap_IncomeLossFromContinuingOperations (326,132)us-gaap_IncomeLossFromContinuingOperations
Net cash used in operating activities of continuing operations $ (291,462)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations $ (295,599)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations

Note 3 - Note Receivable (Details)

v2.4.1.9
Note 3 - Note Receivable (Details) (USD $)
1 Months Ended
Jul. 31, 2014
Dec. 31, 2014
Accrued Interest Receivable   $ 35,926us-gaap_InterestReceivableNoncurrent
Secured Promissory Note | William Noyes Webster Foundation Inc    
Debt Instrument, Face Amount   1,500,000us-gaap_DebtInstrumentFaceAmount
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
Note Receivable   602,500us-gaap_NotesAndLoansReceivableNetCurrent
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
Advances 600,000us-gaap_PaymentsForLoans
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
 
Debt Instrument, Interest Rate, Stated Percentage   12.50%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
Secured Promissory Note | William Noyes Webster Foundation Inc | Payment To Consultant    
Advances 2,500us-gaap_PaymentsForLoans
/ us-gaap_ContingentConsiderationByTypeAxis
= fil_PaymentToConsultantMember
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
 
Secured Promissory Note | William Noyes Webster Foundation Inc | Unfunded Portion of Note    
Debt Instrument, Face Amount   $ 897,500us-gaap_DebtInstrumentFaceAmount
/ us-gaap_ContingentConsiderationByTypeAxis
= fil_UnfundedPortionOfNoteMember
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember

Note 4 - Related Party Transactions (Details)

v2.4.1.9
Note 4 - Related Party Transactions (Details) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Jun. 13, 2011
Sep. 16, 2010
Employee-related Liabilities, Current   $ 100,000us-gaap_EmployeeRelatedLiabilitiesCurrent $ 570,979us-gaap_EmployeeRelatedLiabilitiesCurrent    
Due to Employees, Current 110,777us-gaap_DueToEmployeesCurrent        
Accrued Sales Commission, Current 198,967us-gaap_AccruedSalesCommissionCurrent        
Executive Officer          
Officer Commission Due Upon Closing of Private Placement         47,000fil_AqspOfficerCommissionDueUponClosingOfPrivatePlacement
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ExecutiveOfficerMember
Officer Commission After Severance Due Upon Closing of Private Placement       35,000fil_AqspOfficerCommissionAfterSeveranceDueUponClosingOfPrivatePlacement
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ExecutiveOfficerMember
 
Officer Deferred Compensation After Severance Due Upon Closing of Private Placement       $ 18,432fil_AqspOfficerDeferredCompensationAfterSeveranceDueUponClosingOfPrivatePlacement
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ExecutiveOfficerMember
 

Note 5 - Notes Payable (Details)

v2.4.1.9
Note 5 - Notes Payable (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Feb. 11, 2013
Jul. 25, 2012
Feb. 13, 2012
Mar. 31, 2012
Mar. 31, 2013
Jun. 30, 2012
Jun. 04, 2012
Jan. 30, 2012
Jul. 14, 2014
Payments on notes payable - related parties $ 300,000us-gaap_RepaymentsOfRelatedPartyDebt $ 1,601,776us-gaap_RepaymentsOfRelatedPartyDebt                    
Loss from extinguishment of debt   79,463us-gaap_GainsLossesOnExtinguishmentOfDebt                    
Interest Expense, Related Party   4,126us-gaap_InterestExpenseRelatedParty                    
Notes Payable to Related Parties 1                        
Notes Payable, Related Parties     375,000us-gaap_NotesPayableRelatedPartiesCurrentAndNoncurrent
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties1Member
                 
Loss from extinguishment of debt 30,399us-gaap_GainsLossesOnExtinguishmentOfDebt
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties1Member
                     
Debt Instrument, Interest Rate, Stated Percentage 3.00%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties1Member
                     
Long-term Debt, Net of Unamortized Discount       344,601us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties1Member
               
Debt Instrument, Unamortized Discount       30,399us-gaap_DebtInstrumentUnamortizedDiscount
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties1Member
               
Unsecured Debt 1                        
Debt Instrument, Interest Rate, Stated Percentage         6.00%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_ShortTermDebtTypeAxis
= fil_UnsecuredDebt1Member
             
Debt Instrument, Face Amount           86,000us-gaap_DebtInstrumentFaceAmount
/ us-gaap_ShortTermDebtTypeAxis
= fil_UnsecuredDebt1Member
           
Notes Payable to Related Parties 2                        
Debt Instrument, Interest Rate, Stated Percentage     6.00%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties2Member
                 
Debt Instrument, Face Amount     325,000us-gaap_DebtInstrumentFaceAmount
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties2Member
                 
Unsecured Debt 2                        
Due from Officers or Stockholders, Current             60,000us-gaap_DueFromOfficersOrStockholdersCurrent
/ us-gaap_ShortTermDebtTypeAxis
= fil_UnsecuredDebt2Member
         
Notes Payable to Related Parties 3                        
Debt Instrument, Interest Rate, Stated Percentage     6.00%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties3Member
                 
Debt Instrument, Face Amount     230,000us-gaap_DebtInstrumentFaceAmount
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties3Member
                 
Notes Payable to Related Parties 4                        
Debt Instrument, Interest Rate, Stated Percentage     6.00%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties4Member
                 
Debt Instrument, Face Amount     140,000us-gaap_DebtInstrumentFaceAmount
/ us-gaap_ShortTermDebtTypeAxis
= fil_NotesPayableToRelatedParties4Member
                 
Unsecured Debt 3                        
Debt Instrument, Face Amount     130,070us-gaap_DebtInstrumentFaceAmount
/ us-gaap_ShortTermDebtTypeAxis
= fil_UnsecuredDebt3Member
                 
Secured Third Party Notes                        
Loss from extinguishment of debt 39,520us-gaap_GainsLossesOnExtinguishmentOfDebt
/ us-gaap_ShortTermDebtTypeAxis
= fil_SecuredThirdPartyNotesMember
                     
Debt Instrument, Interest Rate, Stated Percentage     3.00%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_ShortTermDebtTypeAxis
= fil_SecuredThirdPartyNotesMember
                 
Long-term Debt, Net of Unamortized Discount     480,480us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_ShortTermDebtTypeAxis
= fil_SecuredThirdPartyNotesMember
                 
Debt Instrument, Unamortized Discount     39,520us-gaap_DebtInstrumentUnamortizedDiscount
/ us-gaap_ShortTermDebtTypeAxis
= fil_SecuredThirdPartyNotesMember
                 
Debt Instrument, Face Amount     520,000us-gaap_DebtInstrumentFaceAmount
/ us-gaap_ShortTermDebtTypeAxis
= fil_SecuredThirdPartyNotesMember
                 
Immediate Family Member of Management or Principal Owner                        
Notes Payable, Related Parties     525,000us-gaap_NotesPayableRelatedPartiesCurrentAndNoncurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember
                 
Payments on notes payable - related parties   262,500us-gaap_RepaymentsOfRelatedPartyDebt
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember
262,500us-gaap_RepaymentsOfRelatedPartyDebt
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember
                 
Debt Instrument, Convertible, Conversion Price     $ 3.18us-gaap_DebtInstrumentConvertibleConversionPrice1
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember
                 
Loss from extinguishment of debt   10,980us-gaap_GainsLossesOnExtinguishmentOfDebt
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember
                   
Immediate Family Member of Management or Principal Owner | Common Stock                        
Debt Conversion, Converted Instrument, Shares Issued   82,548us-gaap_DebtConversionConvertedInstrumentSharesIssued1
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
82,548us-gaap_DebtConversionConvertedInstrumentSharesIssued1
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
                 
Officer                        
Debt Instrument, Interest Rate, Stated Percentage                 6.00%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_OfficerMember
6.00%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_OfficerMember
   
Notes Payable, Related Parties, Current               32,500us-gaap_NotesPayableRelatedPartiesClassifiedCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_OfficerMember
  100,000us-gaap_NotesPayableRelatedPartiesClassifiedCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_OfficerMember
75,000us-gaap_NotesPayableRelatedPartiesClassifiedCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_OfficerMember
 
Roberti Jacobs Family Trust                        
Debt Instrument, Face Amount                       $ 300,000us-gaap_DebtInstrumentFaceAmount
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= fil_RobertiJacobsFamilyTrustMember

Note 6 - Shareholders' Equity (Details)

v2.4.1.9
Note 6 - Shareholders' Equity (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Feb. 28, 2014
Oct. 17, 2013
Stock compensation expense $ 5,144,229us-gaap_ShareBasedCompensation $ 0us-gaap_ShareBasedCompensation    
Class of Warrant, Outstanding 938,000us-gaap_ClassOfWarrantOrRightOutstanding 938,000us-gaap_ClassOfWarrantOrRightOutstanding    
Class of Warrant, Exercise Price of Warrants $ 2.32us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1      
Minimum Capital Raise needed to fund PPV Merger 15,000,000fil_MinimumCapitalRaiseNeededToFundPpvMerger      
Warrants to Be Issued Upon Acquisition of Real Estate 1,250,000fil_WarrantsToBeIssuedUponAcquisitionOfRealEstate      
Payment to Mr. Ghourdjian for Purchase of Common Stock 20,000us-gaap_PaymentsForRepurchaseOfCommonStock 30,000us-gaap_PaymentsForRepurchaseOfCommonStock    
Payment to Mr. Ghourdjian for Purchase of Common Stock $ 20,000us-gaap_PaymentsForRepurchaseOfCommonStock $ 30,000us-gaap_PaymentsForRepurchaseOfCommonStock    
Matthew Ghourdjian        
Share Price     $ 0.07us-gaap_SharePrice
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= fil_MatthewGhourdjianMember
 
Roger Greene        
Share Price       $ 0.001us-gaap_SharePrice
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= fil_RogerGreeneMember
Options, Forfeited in Period 25,000us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= fil_RogerGreeneMember
     
Common Stock        
Redemption of common stock, Shares   (690,796)us-gaap_StockRepurchasedDuringPeriodShares
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
   
Warrant | Notes Payable to Related Parties        
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms 1 year 10 months 6 days      
Warrant 1        
Class of Warrant, Outstanding 1,350,000us-gaap_ClassOfWarrantOrRightOutstanding
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrant1Member
     
Class of Warrant, Exercise Price of Warrants $ 0.01us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrant1Member
     
Warrant 2        
Class of Warrant, Outstanding 1,350,000us-gaap_ClassOfWarrantOrRightOutstanding
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrant2Member
     
Class of Warrant, Exercise Price of Warrants $ 1.85us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrant2Member
     
Warrants 1 and 2        
Terms of Award The $0.01 warrants became exercisable once the Company’s common stock closed at not less than $3.50 per share on at least ten consecutive trading days. This condition was met in December 2014. The $1.85 warrants contained this condition which has been met, but 1,250,000 of the $1.85 warrants also are conditioned upon the acquisition by the Company of at least one of certain real estate properties owned by entities controlled by our director Vincent J. Mesolella. When exercisable, the warrants are exercisable through December 31, 2024.      
Grants in Period, Weighted Average Grant Date Fair Value $ 1.91us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrants1And2Member
     
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used Black-Scholes option pricing model      
Expected Future Stock Volatility 147.00%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrants1And2Member
     
Risk Free Interest Rate 1.49%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrants1And2Member
     
Dividend Yield 0.00%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrants1And2Member
     
Expected Term 5 years      
Warrants 3        
Class of Warrant, Outstanding 1,350,000us-gaap_ClassOfWarrantOrRightOutstanding
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrants3Member
     
Grants in Period, Weighted Average Grant Date Fair Value $ 1.88us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrants3Member
     
Expected Future Stock Volatility 147.00%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrants3Member
     
Risk Free Interest Rate 1.50%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrants3Member
     
Dividend Yield 0.00%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate
/ us-gaap_ClassOfWarrantOrRightAxis
= fil_Warrants3Member
     
Expected Term 5 years      

Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)

v2.4.1.9
Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Details  
Options, Outstanding, Beginning Balance 2,148,774us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance $ 2.35us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
Granted in 2014 4,050,000us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price $ 0.93us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice
Options, Outstanding, Ending Balance 6,198,774us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
Options, Outstanding, Weighted Average Exercise Price, Ending Balance $ 1.56us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
Options, Outstanding, Weighted Average Remaining Term 8 years 1 month 20 days
Options, Outstanding, Intrinsic Value $ 3,138,875us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue
Options, Exercisable 3,598,774us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber
Options, Exercisable, Weighted Average Exercise Price $ 1.46us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice
Options, Exercisable, Weighted Average Remaining Term 6 years 9 months 18 days
Options, Exercisable, Intrinsic Value $ 2,951,375us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1

Note 7 - Income Taxes (Details)

v2.4.1.9
Note 7 - Income Taxes (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Net Operating Loss Carryforwards $ 487,878us-gaap_OperatingLossCarryforwards  
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount $ 2,059,852us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount $ (2,819,473)us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount
Minimum    
Operating Loss Carryforwards, Expiration Date Dec. 31, 2030  
Maximum    
Operating Loss Carryforwards, Expiration Date Dec. 31, 2034  

Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details)

v2.4.1.9
Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Details    
Tax expenses (benefit) at statutory rate (34%) $ (1,834,598)us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate $ (114,146)us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate
State tax benefit, net of federal benefit (178,064)us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes 870,307us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes
Non-deductible expenses 4,074us-gaap_IncomeTaxReconciliationNondeductibleExpense 940us-gaap_IncomeTaxReconciliationNondeductibleExpense
Revision of prior years' deferred tax assets (86,347)us-gaap_IncomeTaxReconciliationOtherAdjustments 0us-gaap_IncomeTaxReconciliationOtherAdjustments
Change in estimated future income tax rates 7,254us-gaap_IncomeTaxReconciliationChangeInEnactedTaxRate 0us-gaap_IncomeTaxReconciliationChangeInEnactedTaxRate
Change in valuation allowance 2,087,681us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance 127,923us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance
Net Deferred Income Tax Asset $ 0us-gaap_IncomeTaxExpenseBenefit $ 0us-gaap_IncomeTaxExpenseBenefit

Note 7 - Income Taxes: Schedule of Deferred Tax Assets (Details)

v2.4.1.9
Note 7 - Income Taxes: Schedule of Deferred Tax Assets (Details) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Details    
Operating loss carry forwards $ 181,979us-gaap_DeferredTaxAssetsOperatingLossCarryforwards $ 126,179us-gaap_DeferredTaxAssetsOperatingLossCarryforwards
Stock-based compensation 2,874,359us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost 870,307us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost
Less: Valuation allowance (3,056,338)us-gaap_DeferredTaxAssetsValuationAllowance (996,486)us-gaap_DeferredTaxAssetsValuationAllowance
Net Deferred Income Tax Asset $ 0us-gaap_DeferredTaxAssetsNet $ 0us-gaap_DeferredTaxAssetsNet

Note 8 - Contingent Contractual Obligations and Commercial Commitments (Details)

v2.4.1.9
Note 8 - Contingent Contractual Obligations and Commercial Commitments (Details) (Parere Partners Inc.)
12 Months Ended
Dec. 31, 2014
Medical marijuana on Cape Cod
 
Commitments Under Agreements with the William Noyes Webster Foundation, Inc. (i) 5% of the first $1,000,000 of the aggregate principal amount of such loans, (ii) 4% of the second $1,000,000 of the aggregate principal amount of such loans, (iii) 3% of the third $1,000,000 of the aggregate principal amount of such loans, (iv) 2% of the fourth $1,000,000 of the aggregate principal amount of such loans, and (v) 1% of the aggregate principal amount of such loans that are in excess of $4,000,000.
Medical marijuana in California and Oregon
 
Commitments Under Agreements with the William Noyes Webster Foundation, Inc. (i) 5% of the first $1,000,000 of the aggregate principal amount of such loans, (ii) 4% of the second $1,000,000 of the aggregate principal amount of such loans, (iii) 3% of the third $1,000,000 of the aggregate principal amount of such loans, (iv) 2% of the fourth $1,000,000 of the aggregate principal amount of such loans, and (v) 1% of the aggregate principal amount of such loans that are in excess of $4,000,000.

Note 9 - Sale of Subsidiaries and Discontinued Operations (Details)

v2.4.1.9
Note 9 - Sale of Subsidiaries and Discontinued Operations (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Jul. 16, 2013
Feb. 11, 2013
Jan. 12, 2013
Sep. 30, 2013
Proceeds from sale of discontinued operations, net of cash sold $ 1,074,605us-gaap_ProceedsFromDivestitureOfBusinessesNetOfCashDivested $ 3,888,552us-gaap_ProceedsFromDivestitureOfBusinessesNetOfCashDivested        
Drumright Group LLC purchase of Cogility            
Stock Sold to Acquirer, percent         100.00%fil_StockSoldToAcquirerPercent
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember
 
Proceeds from sale of discontinued operations, net of cash sold   3,975,000us-gaap_ProceedsFromDivestitureOfBusinessesNetOfCashDivested
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember
       
Business Divestiture, Deferred Purchase Amount Receivable       3,000,000fil_BusinessDivestitureDeferredPurchaseReceivable
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember
   
Business Divestiture, Deferred Purchase Amount Receivable, Due in 6 Months       1,500,000fil_BusinessDivestitureDeferredPurchaseAmountReceivableDue6Months
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember
   
Business Divestiture, Deferred Purchase Amount Receivable, Deduction Allowance     2,000,000fil_BusinessDivestitureDeferredPurchaseAmountReceivableDeductionAllowance
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember
32,258fil_BusinessDivestitureDeferredPurchaseAmountReceivableDeductionAllowance
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember
   
Business Divestiture, Deferred Purchase Amount Receivable, Due in 1 Year       1,500,000fil_BusinessDivestitureDeferredPurchaseAmountReceivableDue1Year
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember
   
Business Divestiture, Escrow Collateral       300,000fil_BusinessDivestitureEscrowCollateral
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember
   
Sale of Subsidiary, Down Payment Terms   Under the terms of the agreement, Acquired Sales was required to transfer Cogility to Drumright without any liabilities. To accomplish this requirement, the $3,975,000 down payment was placed into an escrow account and to the extent necessary was used to pay Cogility’s liabilities, including liabilities that were secured by Cogility’s assets or its capital stock.        
Stock Sold to Acquirer, percent         100.00%fil_StockSoldToAcquirerPercent
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember
 
Cogility Software            
Proceeds from Collection of Accounts Receivable that had been Deemed Uncollectible 74,605us-gaap_ProceedsFromCollectionOfOtherReceivables
/ us-gaap_BusinessAcquisitionAxis
= fil_CogilitySoftwareMember
         
Net Liabilities         32,899us-gaap_Liabilities
/ us-gaap_BusinessAcquisitionAxis
= fil_CogilitySoftwareMember
 
Gain (Loss) on Disposition of Business 4,726,068us-gaap_GainLossOnSaleOfBusiness
/ us-gaap_BusinessAcquisitionAxis
= fil_CogilitySoftwareMember
         
Defense & Security Technology Group, Inc            
Stock Sold to Acquirer, percent           100.00%fil_StockSoldToAcquirerPercent
/ us-gaap_BusinessAcquisitionAxis
= fil_DefenseSecurityTechnologyGroupIncMember
Proceeds from sale of discontinued operations, net of cash sold   1us-gaap_ProceedsFromDivestitureOfBusinessesNetOfCashDivested
/ us-gaap_BusinessAcquisitionAxis
= fil_DefenseSecurityTechnologyGroupIncMember
       
Stock Sold to Acquirer, percent           100.00%fil_StockSoldToAcquirerPercent
/ us-gaap_BusinessAcquisitionAxis
= fil_DefenseSecurityTechnologyGroupIncMember
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax   $ 104,946us-gaap_DiscontinuedOperationGainLossOnDisposalOfDiscontinuedOperationNetOfTax
/ us-gaap_BusinessAcquisitionAxis
= fil_DefenseSecurityTechnologyGroupIncMember
       

Element Counts

Number of Extension Elements: 168
Number of Contexts: 76
Number of Segments: 38
Number of Units: 4

Rendering Log

Process Flow-Through: 000020 - Statement - CONSOLIDATED BALANCE SHEETS

Process Flow-Through: Removing column 'Dec. 31, 2012'

Process Flow-Through: 000030 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)

Process Flow-Through: 000040 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS

Process Flow-Through: 000060 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS


Content Summary

Documents

000010 - Document - Document and Entity Information

Statements

000020 - Statement - CONSOLIDATED BALANCE SHEETS

000030 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)

000040 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS

000050 - Statement - CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

000060 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS

Notes to Financials (level 1)

000070 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies

000080 - Disclosure - Note 2 - Risks and Uncertainties

000090 - Disclosure - Note 3 - Note Receivable

000100 - Disclosure - Note 4 - Related Party Transactions

000110 - Disclosure - Note 5 - Notes Payable

000120 - Disclosure - Note 6 - Shareholders' Equity

000130 - Disclosure - Note 7 - Income Taxes

000140 - Disclosure - Note 8 - Contingent Contractual Obligations and Commercial Commitments

000150 - Disclosure - Note 9 - Sale of Subsidiaries and Discontinued Operations

Policies (level 2)

000160 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)

Tables/Schedules (level 3)

000170 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)

000180 - Disclosure - Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)

000190 - Disclosure - Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)

000200 - Disclosure - Note 7 - Income Taxes: Schedule of Deferred Tax Assets (Tables)

Details (level 4)

000210 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies (Details)

000220 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details)

000230 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details)

000240 - Disclosure - Note 2 - Risks and Uncertainties (Details)

000250 - Disclosure - Note 3 - Note Receivable (Details)

000260 - Disclosure - Note 4 - Related Party Transactions (Details)

000270 - Disclosure - Note 5 - Notes Payable (Details)

000280 - Disclosure - Note 6 - Shareholders' Equity (Details)

000290 - Disclosure - Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)

000300 - Disclosure - Note 7 - Income Taxes (Details)

000310 - Disclosure - Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details)

000320 - Disclosure - Note 7 - Income Taxes: Schedule of Deferred Tax Assets (Details)

000330 - Disclosure - Note 8 - Contingent Contractual Obligations and Commercial Commitments (Details)

000340 - Disclosure - Note 9 - Sale of Subsidiaries and Discontinued Operations (Details)


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