Consolidated SEC Viewer Rendering


Document and Entity Information

v3.3.0.814
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2015
Mar. 23, 2016
Jun. 30, 2015
Document and Entity Information:      
Entity Registrant Name ACQUIRED SALES CORP    
Document Type 10-K    
Document Period End Date Dec. 31, 2015    
Amendment Flag false    
Entity Central Index Key 0001391135    
Current Fiscal Year End Date --12-31    
Entity Common Stock, Shares Outstanding   2,269,648  
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 2015    
Document Fiscal Period Focus FY    
Entity Public Float     $ 662,923
Trading Symbol aqsp    

BALANCE SHEETS

v3.3.0.814
BALANCE SHEETS - USD ($)
Dec. 31, 2015
Dec. 31, 2014
Current Assets    
Cash and cash equivalents $ 27,781 $ 587,937
Prepaid expenses   7,985
Total Current Assets 27,781 595,922
Note receivable 25,000 602,500
Interest receivable   35,926
Total Assets 52,781 1,234,348
LIABILITIES AND SHAREHOLDERS' EQUITY    
Trade accounts payable 19,295 24,982
Total Current Liabilities $ 19,295 $ 24,982
Shareholders' Equity    
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 shares outstanding $ 2,270 $ 2,270
Additional paid-in capital 13,554,524 13,554,524
Accumulated deficit (13,523,308) (12,347,428)
Total Shareholders'Equity 33,486 1,209,366
Total Liabilities and Shareholders' Equity $ 52,781 $ 1,234,348

BALANCE SHEETS (Parenthetical)

v3.3.0.814
BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2015
Dec. 31, 2014
Statement of Financial Position    
Common Stock, par or stated value $ 0.001 $ 0.001
Common Stock, shares authorized 100,000,000 100,000,000
Common Stock, shares outstanding 2,269,648 2,269,648
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 10,000,000 10,000,000
Preferred Stock, shares issued
Preferred Stock, shares outstanding

STATEMENTS OF OPERATIONS

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STATEMENTS OF OPERATIONS - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Income Statement    
Selling, General and Administrative Expense $ (404,371) $ (310,761)
Bad Debt Expense (835,277)  
Stock Compensation Expense   (5,144,229)
Interest Income 61,501 35,926
Other Income 2,267 23,188
Loss from Continuing Operations $ (1,175,880) (5,395,876)
Gain on Disposal of Discontinued Operations   $ 74,605
Income from Discontinued Operations
Net Income (Loss) $ (1,175,880) $ (5,321,271)
Basic and Diluted Earnings (Loss) per Share    
Continuing Operations $ (0.52) $ (2.37)
Discontinued Operations 0 0.03
Basic and Diluted Earnings (Loss) per Share $ (0.52) $ (2.34)

STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

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STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Stockholders' Equity beginning of period, Value at Dec. 31, 2013 $ 2,270 $ 8,410,295 $ (7,026,157) $ 1,386,408
Stockholders' Equity beginning of period, Shares at Dec. 31, 2013 2,269,648 0 0 0
Net Income (Loss) $ 0 $ 0 $ (5,321,271) $ (5,321,271)
Share-based compensation to the Board of Directors 0 5,144,229 0 5,144,229
Stockholders' Equity, end of period, Value at Dec. 31, 2014 $ 2,270 $ 13,554,524 $ (12,347,428) $ 1,209,366
Stockholders' Equity, end of period, Shares at Dec. 31, 2014 2,269,648 0 0 0
Net Income (Loss) $ 0 $ 0 $ (1,175,880) $ (1,175,880)
Stockholders' Equity, end of period, Value at Dec. 31, 2015 $ 2,270 $ 13,554,524 $ (13,523,308) $ 33,486
Stockholders' Equity, end of period, Shares at Dec. 31, 2015 2,269,648 0 0 0

STATEMENTS OF CASH FLOWS

v3.3.0.814
STATEMENTS OF CASH FLOWS - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Cash Flows From Operating Activities    
Net Income (Loss) $ (1,175,880) $ (5,321,271)
Adjustments to reconcile income (loss) to net cash used in operating activities:    
Bad debt expense 835,277  
Income from discontinued operations 0 (74,605)
Stock compensation expense 0 5,144,229
Changes in operating assets and liabilities:    
Prepaid expenses 7,985 (7,985)
Accrued interest receivable (61,501) (35,926)
Accounts payable (5,687) 4,096
Net Cash Used in Operating Activities (399,806) (291,462)
Cash Flows From Investing Activities    
Proceeds from sale of discontinued operations, net of cash sold   1,074,605
Notes receivable (160,350) (602,500)
Net Cash (Used In) Provided by Investing Activities (160,350) 472,105
Cash Flow From Financing Activities    
Proceeds from borrowing under related party note payable   300,000
Payments on notes payable - related parties   (300,000)
Payment of obligation under stock repurchase   (20,000)
Net Cash Provided by (Used in) Financing Activities   (20,000)
Net (Decrease) Increase in Cash (560,156) 160,643
Cash and Cash Equivalents at Beginning of Year 587,937 427,294
Cash and Cash Equivalents at End of Year $ 27,781 587,937
Supplemental Cash Flow Information    
Cash paid for income taxes   $ 834

Note 1 - Basis of Presentation and Significant Accounting Policies

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Note 1 - Basis of Presentation and Significant Accounting Policies
12 Months Ended
Dec. 31, 2015
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. (hereinafter sometimes referred to as "Acquired Sales", "AQSP" 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.

 

The sale of Cogility and DSTG eliminated the Company's sources of revenue. The Company is currently negotiating regarding certain potential investment opportunities, but there can be no assurance at this time that any investments will come to fruition and that the Company will have future operating income. The Company has a history of losses as evidenced by the accumulated deficit at December 31, 2015 of $13,523,308.

 

The accompanying financial statements include the accounts and operations of Acquired Sales for all periods presented.

 

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America typically requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. 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, 2015 and 2014:

 

 

For the Year Ended

 

December 31,

 

2015

2014

Loss from continuing operations

$(1,175,880)

$(5,395,876)

Income from discontinued operations

-

74,605

Net income (loss)

$(1,175,880)

$(5,321,271)

Basic and Diluted Weighted

 

 

Average Shares Outstanding

2,269,648

2,269,648

Basic and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(0.52)

$(2.37)

Discontinued Operations

-

0.03

Net income (loss)

$(0.52)

$(2.34)

There were 2,148,774 stock options and 3,638,000 warrants outstanding during the year ended December 31, 2015 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 4,988,000 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.

 

Recent Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("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 2018 using one of two retrospective application methods. The Company has not determined the potential effects on the financial statements.

 

In June 2014, the FASB issued 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 is the first quarter of fiscal year 2016. The Company has not determined the potential effects on the financial statements.


Note 2 - Risks and Uncertainties

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Note 2 - Risks and Uncertainties
12 Months Ended
Dec. 31, 2015
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 $13,523,308 as of December 31, 2015. During the year ended December 31, 2015, the Company recognized a loss of $1,175,880 from continuing operations. The Company used net cash of $399,806 in operating activities of continuing operations. As discussed in Note 3, on September 1, 2015, the Company determined that the note and related interest receivable due from the William Noyes Webster Foundation, Inc. (the "Foundation") would not be collectible. As such, the Company wrote off the note totaling $737,850 and interest receivable totaling $97,427 as bad debt expense on September 1, 2015.

 

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 - Notes Receivable

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Note 3 - Notes Receivable
12 Months Ended
Dec. 31, 2015
Notes  
Note 3 - Notes Receivable

NOTE 3 – NOTES RECEIVABLE

 

The William Noyes Webster Foundation, Inc.

 

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 in Plymouth, Massachusetts, and a medical marijuana dispensary in Dennis, Massachusetts. Jane W. Heatley ("Heatley") is the founder and a member of the board of directors of the Foundation.

 

Teaming Agreement – The Company believes it is highly likely that the board of directors of the Foundation will only approve contracts that have been negotiated and approved by Heatley. Consequently, on July 8, 2014, the Company entered into a Teaming Agreement (the "Teaming Agreement") with Heatley, in which, among other things: (1) the Company 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 or other arrangements pursuant to which the Company will provide capital and expertise to the Foundation; and (2) Heatley agreed that Heatley shall not, and shall not permit the Foundation to, discuss or negotiate for debt or equity financing, or consulting services or other expertise, from any third party. The Company claims that Heatley violated the Teaming Agreement by discussing and negotiating for debt or equity financing, or consulting services or other expertise, from at least one third party. Heatley claims that the Company violated the Teaming Agreement alleging that the Company failed to lend funds to the Foundation in accordance with the Teaming Agreement. The Company believes Heatley's claim to be baseless. No assurances whatsoever can be made that Heatley will comply with the terms of the Teaming Agreement, nor that the Company will be able to adequately enforce the terms of the Teaming Agreement if it is ever the subject of litigation.

 

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

 

Between April and July 2015, the Company loaned an additional $135,350 to the Foundation, evidenced by the Note and secured by the Security Agreement. Following such additional loans, the principal of the loan from the Company to the Foundation, evidenced by the Note and secured by the Security Agreement, is now $737,850.

 

The principal balance outstanding under the Note bore interest at the rate of 12.5% per annum, compounded monthly. It was contemplated that the first payment of accrued interest by the Foundation under the Note would be made as soon after the Foundation commences operations of the Plymouth Cultivation Facility and the Dennis 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 would 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 would be considered past due if the aforementioned payments were not received by their due dates.

 

Uncollectable Note and Interest Receivable – 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. Based on this assessment, on September 1, 2015, the Company concluded that Note and interest receivable would not be collectible. As such, the Company wrote off the Note totaling $737,850 and interest receivable totaling $97,427 as bad debt expense on September 1, 2015.

 

One-Seven, LLC

 

One-Seven, LLC ("One-Seven") is a business investment firm that hopes to make equity and/or debt investments in privately held and/or publicly traded companies from time to time. On October 9, 2015, the Company's chief executive officer, Gerard M. Jacobs, loaned money to One-Seven. On November 4, 2015, the Company entered into an Agreement with One-Seven, its Managing Partner Douglas Stukel ("Stukel"), and Gerard M. Jacobs pursuant to which the Company loaned $50,000 interest-free to One-Seven. As of December 31, 2015, $25,000 of the loan had been repaid to the Company by One-Seven, and the balance of $25,000 was still held by the Company as a receivable from One-Seven. The loan was repaid in full as of January 5, 2016. In consideration of such $50,000 loan to One-Seven, One-Seven and Stukel agreed that if One-Seven is successful in securing additional funding, then Stukel and One-Seven are obligated to use good faith efforts to work with Gerard M. Jacobs and the Company, as a team and not as a partnership, joint venture or other entity, in order to explore and hopefully close transactions pursuant to which: (a) One-Seven may provide debt, convertible debt and/or equity to the Company, all on mutually acceptable terms and conditions; (b) One-Seven may provide debt, convertible debt and/or equity to business entities that may be wholly or partly purchased by, or merged into, the Company, all on mutually acceptable terms and conditions; and (c) Stukel may participate in the management of the Company and obtain a salary and a package of stock options and/or warrants to purchase shares of common stock of the Company, all on mutually acceptable terms and conditions.

 

There is no assurance that the Company will consummate any transactions involving One-Seven or Mr. Stukel.


Note 4 - Shareholders' Equity

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Note 4 - Shareholders' Equity
12 Months Ended
Dec. 31, 2015
Notes  
Note 4 - Shareholders' Equity

NOTE 4 – 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, 2015 and 2014 was $0 and $5,144,229, respectively. 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, the Company's 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 one of the Company's directors, 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' 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, the Company's chief executive officer and directors were also 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 the same price per share of Acquired Sales' stock paid by the investor(s) in the planned 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 one of the Company's directors, 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, the Company 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 U.S. 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.

 

On July 20, 2015, the board of directors of the Company agreed and acknowledged that all of the rights to purchase warrants, granted to members of the board of directors of the Company, whose exercise price was based on the planned capital raise to fund the proposed acquisition of PPV, Inc. are now terminated. As a result of this termination, rights to purchase warrants, granted to members of the board of directors of the Company, exercisable into 1,350,000 shares of the Company have been terminated, 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, 2015 and changes during the year then ended:

 

 

 

 

Weighted-Average

Aggregate

 

 

Weighted-Average

Remaining Contractual

Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2014

6,198,774

$1.56

 

 

Terminated warrants

(1,350,000)

 

 

 

Outstanding, December 31, 2015

4,848,774

$1.56

7.14

$768,125

Exercisable, December 31, 2015

3,598,774

$1.46

5.80

$768,125

 

 

 

 

 

Note:

 

 

 

 

(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, 2015 and 2014. At December 31, 2015, the financing warrants had a weighted-average exercise price of $2.32 per share, a weighted-average remaining contractual term of 0.86 years and an aggregate intrinsic value of $0.


Note 5 - Income Taxes

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Note 5 - Income Taxes
12 Months Ended
Dec. 31, 2015
Notes  
Note 5 - Income Taxes

NOTE 5 – INCOME TAXES

 

During the years ended December 31, 2015 and 2014, 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, 2015, the Company has U.S. Federal net operating loss carry forwards of $1,727,713 that will expire in 2030 through 2034 if not used by those dates.

 

As of December 31, 2015, 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,

 

2015

2014

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

$(398,099)

$(1,809,232)

State tax benefit, net of federal benefit

(38,639)

(175,602)

Non-deductible expenses

2,108

4,074

Revision of prior years' deferred tax assets

(27,828)

(86,347)

Change in estimated future income tax rates

(0)

7,254

Change in valuation allowance

462,458

2,059,853

Provision for Income Taxes

$-

$-

 

The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2015 and 2014 were as follows:

 

 

December 31,

 

2015

2014

Operating loss carry forwards

$644,437

$54,911

Stock-based compensation

2,874,127

1,800,480

Other

233

-

Less: Valuation allowance

(3,518,797)

(1,855,391)

Net Deferred Income Tax Asset

$-

$-

 

The deferred tax asset valuation allowance increased by $1,663,406 and increased by $2,059,852 during the years ended December 31, 2015 and 2014, respectively.


Note 6 - Contingent Contractual Obligations and Commercial Commitments

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Note 6 - Contingent Contractual Obligations and Commercial Commitments
12 Months Ended
Dec. 31, 2015
Notes  
Note 6 - Contingent Contractual Obligations and Commercial Commitments

NOTE 6 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

 

Medical Marijuana in Massachusetts:

 

As discussed in Note 3, the Company has agreements with Heatley and the Foundation.

 

On July 20, 2014, the Company entered into an agreement to pay a lump sum finder's fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) the Company makes certain loans to the Foundation which was found by Parare Partners Inc., (2) the Foundation constructs and brings into operation its planned medical marijuana cultivation facility in Plymouth, Massachusetts and a medical marijuana dispensary in Dennis, Massachusetts, (3) the Company 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:

 

5% of the first $1,000,000 of the aggregate principal amount of such loans

4% of the second $1,000,000 of the aggregate principal amount of such loans

3% of the third $1,000,000 of the aggregate principal amount of such loans

2% of the fourth $1,000,000 of the aggregate principal amount of such loans

1% of the aggregate principal amount of such loans that are in excess of $4,000,000

The Company has not paid any fees under this Agreement. All of the conditions have not been met for the finder's fee to have accrued on the amounts loaned to the Foundation; therefore, a liability has not been recorded for the finder's fee at December 31, 2015.

 

During the nine month period ended September 30, 2015, MVJ Realty, LLC, an affiliate of AQSP director Vincent J. Mesolella ("MVJ Realty"), loaned a total of $23,000 to the Foundation, which $23,000  was purportedly used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the "Two New Applications") by the Foundation to the Commonwealth of Massachusetts for licenses (the "Two New Licenses") to operate two new medical marijuana dispensaries in Massachusetts (the "Two New Dispensaries"). In making these $23,000 loans to the Foundation, MVJ Realty viewed itself as acting as an agent for the Company, and expected to eventually be reimbursed for the $23,000 by the Company subject to the execution and delivery by the Foundation to the Company of loan documents evidencing that the principal amount of the loan from the Company to the Foundation, evidenced by the Note and secured by the Security Agreement, had been increased by $23,000. The execution and delivery of such loan documents occurred on July 15, 2015, and MVJ Realty was reimbursed for the $23,000 in August 2015.

 

In the Two New Applications, the Foundation included background information in regard to each of the Company's directors and officers. If the Two New Licenses are awarded to the Foundation, then the Foundation may seek to obtain financing for the Two New Dispensaries from MVJ Realty/AQSP. The Foundation and MVJ Realty/AQSP have not yet entered into any agreements in regard to such potential financing, and the Company considers it to be extremely doubtful that any such agreements will ever be entered into in light of the on-going disputes between Heatley, the Foundation, and the Company regarding the Teaming Agreement.

 

At this time, no assurances or guarantees whatsoever can be made as to whether any transaction with the Foundation will be successfully consummated, nor on what terms.


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

v3.3.0.814
Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2015
Policies  
Basis of Presentation

Basis of PresentationOn February 13, 2012, Acquired Sales Corp. (hereinafter sometimes referred to as "Acquired Sales", "AQSP" 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.

 

The sale of Cogility and DSTG eliminated the Company's sources of revenue. The Company is currently negotiating regarding certain potential investment opportunities, but there can be no assurance at this time that any investments will come to fruition and that the Company will have future operating income. The Company has a history of losses as evidenced by the accumulated deficit at December 31, 2015 of $13,523,308.

 

The accompanying financial statements include the accounts and operations of Acquired Sales for all periods presented.

Use of Estimates

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America typically requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. 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, 2015 and 2014:

 

 

For the Year Ended

 

December 31,

 

2015

2014

Loss from continuing operations

$(1,175,880)

$(5,395,876)

Income from discontinued operations

-

74,605

Net income (loss)

$(1,175,880)

$(5,321,271)

Basic and Diluted Weighted

 

 

Average Shares Outstanding

2,269,648

2,269,648

Basic and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(0.52)

$(2.37)

Discontinued Operations

-

0.03

Net income (loss)

$(0.52)

$(2.34)

There were 2,148,774 stock options and 3,638,000 warrants outstanding during the year ended December 31, 2015 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 4,988,000 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.

Recent Accounting Pronouncements

Recent Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("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 2018 using one of two retrospective application methods. The Company has not determined the potential effects on the financial statements.

 

In June 2014, the FASB issued 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 is 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)

v3.3.0.814
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, 2015
Tables/Schedules  
Schedule of Earnings Per Share, Basic and Diluted

The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2015 and 2014:

 

 

For the Year Ended

 

December 31,

 

2015

2014

Loss from continuing operations

$(1,175,880)

$(5,395,876)

Income from discontinued operations

-

74,605

Net income (loss)

$(1,175,880)

$(5,321,271)

Basic and Diluted Weighted

 

 

Average Shares Outstanding

2,269,648

2,269,648

Basic and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(0.52)

$(2.37)

Discontinued Operations

-

0.03

Net income (loss)

$(0.52)

$(2.34)


Note 4 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)

v3.3.0.814
Note 4 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)
12 Months Ended
Dec. 31, 2015
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, 2015 and changes during the year then ended:

 

 

 

 

Weighted-Average

Aggregate

 

 

Weighted-Average

Remaining Contractual

Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2014

6,198,774

$1.56

 

 

Terminated warrants

(1,350,000)

 

 

 

Outstanding, December 31, 2015

4,848,774

$1.56

7.14

$768,125

Exercisable, December 31, 2015

3,598,774

$1.46

5.80

$768,125

 

 

 

 

 

Note:

 

 

 

 

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

v3.3.0.814
Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)
12 Months Ended
Dec. 31, 2015
Tables/Schedules  
Schedule of Effective Income Tax Rate Reconciliation

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,

 

2015

2014

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

$(398,099)

$(1,809,232)

State tax benefit, net of federal benefit

(38,639)

(175,602)

Non-deductible expenses

2,108

4,074

Revision of prior years' deferred tax assets

(27,828)

(86,347)

Change in estimated future income tax rates

(0)

7,254

Change in valuation allowance

462,458

2,059,853

Provision for Income Taxes

$-

$-


Note 5 - Income Taxes: Schedule of Deferred Tax Assets (Tables)

v3.3.0.814
Note 5 - Income Taxes: Schedule of Deferred Tax Assets (Tables)
12 Months Ended
Dec. 31, 2015
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, 2015 and 2014 were as follows:

 

 

December 31,

 

2015

2014

Operating loss carry forwards

$644,437

$54,911

Stock-based compensation

2,874,127

1,800,480

Other

233

-

Less: Valuation allowance

(3,518,797)

(1,855,391)

Net Deferred Income Tax Asset

$-

$-

 


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

v3.3.0.814
Note 1 - Basis of Presentation and Significant Accounting Policies: Basis of Presentation (Details) - USD ($)
12 Months Ended
Dec. 31, 2012
Dec. 31, 2015
Dec. 31, 2014
Sep. 30, 2013
Jan. 12, 2013
Accumulated deficit   $ (13,523,308) $ (12,347,428)    
Defense Securities Technology Group          
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions 100.00%        
Defense & Security Technology Group, Inc          
Stock Sold to Acquirer, percent       100.00%  
Drumright Group LLC purchase of Cogility          
Stock Sold to Acquirer, percent         100.00%

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)

v3.3.0.814
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, 2015
Dec. 31, 2014
Details    
Loss from Contining Operations $ (1,175,880) $ (5,395,876)
Income from Discontinued Operations 0 74,605
Net Income (Loss) $ (1,175,880) $ (5,321,271)
Basic and Diluted Weighted    
Average Shares Outstanding 2,269,648 2,269,648
Basic and Diluted Earnings (Loss) per Share    
Continuing Operations $ (0.52) $ (2.37)
Discontinued Operations 0 0.03
Net Income (Loss) $ (0.52) $ (2.34)

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

v3.3.0.814
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Equity Option    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 2,148,774 2,148,774
Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 3,638,000 4,988,000

Note 2 - Risks and Uncertainties (Details)

v3.3.0.814
Note 2 - Risks and Uncertainties (Details) - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Accumulated deficit $ (13,523,308) $ (12,347,428)
Loss from Contining Operations (1,175,880) $ (5,395,876)
Bad debt expense 835,277  
Secured Promissory Note | William Noyes Webster Foundation Inc    
Bad debt expense 737,850  
Interest receivable | William Noyes Webster Foundation Inc    
Bad debt expense $ 97,427  

Note 3 - Notes Receivable (Details)

v3.3.0.814
Note 3 - Notes Receivable (Details) - USD ($)
1 Months Ended 7 Months Ended 12 Months Ended
Jul. 31, 2014
Jul. 31, 2015
Dec. 31, 2015
Dec. 31, 2014
Oct. 09, 2015
Jul. 14, 2014
Note receivable payment     $ 160,350 $ 602,500    
Bad debt expense     835,277      
Secured Promissory Note | William Noyes Webster Foundation Inc            
Debt Instrument, Face Amount           $ 1,500,000
Note receivable payment $ 602,500 $ 135,350        
Advances 600,000          
Note Receivable     $ 737,850      
Debt Instrument, Interest Rate, Stated Percentage     12.50%      
Bad debt expense     $ 737,850      
Secured Promissory Note | William Noyes Webster Foundation Inc | Payment To Consultant            
Advances $ 2,500          
Secured Promissory Note | William Noyes Webster Foundation Inc | Unfunded Portion of Note            
Debt Instrument, Face Amount           $ 897,500
Secured Promissory Note | One-Seven LLC            
Debt Instrument, Face Amount         $ 50,000  
Note receivable payment     25,000      
Note Receivable     $ 25,000      
Debt Instrument, Interest Rate, Stated Percentage         0.00%  
Debt Instrument, Description     In consideration of such $50,000 loan to One-Seven, One-Seven and Stukel agreed that if One-Seven is successful in securing additional funding, then Stukel and One-Seven are obligated to use good faith efforts to work with Gerard M. Jacobs and the Company, as a team and not as a partnership, joint venture or other entity, in order to explore and hopefully close transactions pursuant to which: (a) One-Seven may provide debt, convertible debt and/or equity to the Company, all on mutually acceptable terms and conditions; (b) One-Seven may provide debt, convertible debt and/or equity to business entities that may be wholly or partly purchased by, or merged into, the Company, all on mutually acceptable terms and conditions; and (c) Stukel may participate in the management of the Company and obtain a salary and a package of stock options and/or warrants to purchase shares of common stock of the Company, all on mutually acceptable terms and conditions.      
Interest receivable | William Noyes Webster Foundation Inc            
Bad debt expense     $ 97,427      

Note 4 - Shareholders' Equity (Details)

v3.3.0.814
Note 4 - Shareholders' Equity (Details) - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Stock compensation expense $ 0 $ 5,144,229
Class of Warrant, Outstanding 938,000  
Class of Warrant, Exercise Price of Warrants $ 2.32  
Minimum Capital Raise needed to fund PPV Merger $ 15,000,000  
Warrants to Be Issued Upon Acquisition of Real Estate 1,250,000  
Warrant | Notes Payable to Related Parties    
Weighted Average Remaining Contractual Term 10 months 10 days  
Aggregate Intrinsic Value $ 0  
Warrant 1    
Class of Warrant, Outstanding 1,350,000  
Class of Warrant, Exercise Price of Warrants   $ 0.01
Warrant 2    
Class of Warrant, Outstanding 1,350,000  
Class of Warrant, Exercise Price of Warrants   $ 1.85
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 one of the Company's directors, Vincent J. Mesolella. When exercisable, the warrants are exercisable through December 31, 2024.
Grants in Period, Weighted Average Grant Date Total Fair Value   $ 5,144,229
Grants in Period, Weighted Average Grant Date Fair Value   $ 1.91
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%  
Risk Free Interest Rate 1.49%  
Dividend Yield 0.00%  
Expected Term 5 years  
Warrants 3    
Class of Warrant, Outstanding 1,350,000  
Grants in Period, Weighted Average Grant Date Total Fair Value   $ 2,536,472
Expected Future Stock Volatility 147.00%  
Risk Free Interest Rate 1.50%  
Dividend Yield 0.00%  
Expected Term 5 years  
Grants in Period, Weighted Average Grant Date Fair Value   $ 1.88

Note 4 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)

v3.3.0.814
Note 4 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)
12 Months Ended
Dec. 31, 2015
USD ($)
$ / shares
shares
Details  
Options, Outstanding, Beginning Balance 6,198,774
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares $ 1.56
Terminated warrants 1,350,000
Options, Outstanding, Ending Balance 4,848,774
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares $ 1.56
Options, Outstanding, Weighted Average Remaining Term 7 years 1 month 20 days
Options, Outstanding, Intrinsic Value | $ $ 768,125
Options, Exercisable 3,598,774
Options, Exercisable, Weighted Average Exercise Price | $ / shares $ 1.46
Options, Exercisable, Weighted Average Remaining Term 5 years 9 months 18 days
Options, Exercisable, Intrinsic Value | $ $ 768,125

Note 5 - Income Taxes (Details)

v3.3.0.814
Note 5 - Income Taxes (Details) - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2013
Net Operating Loss Carryforwards $ 1,727,713  
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount $ 1,663,406 $ (2,059,852)
Minimum    
Operating Loss Carryforwards, Expiration Date Dec. 31, 2030  
Maximum    
Operating Loss Carryforwards, Expiration Date Dec. 31, 2034  

Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details)

v3.3.0.814
Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Details    
Tax expenses (benefit) at statutory rate (34%) $ (398,099) $ (1,809,232)
State tax benefit, net of federal benefit (38,639) (175,602)
Non-deductible expenses 2,108 4,074
Revision of prior years' deferred tax assets (27,828) (86,347)
Change in estimated future income tax rates 0 7,254
Change in valuation allowance 462,458 2,059,853
Provision for Income Taxes $ 0 $ 0

Note 5 - Income Taxes: Schedule of Deferred Tax Assets (Details)

v3.3.0.814
Note 5 - Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($)
Dec. 31, 2015
Dec. 31, 2014
Details    
Operating loss carry forwards $ 644,437 $ 54,911
Stock-based compensation 2,874,127 1,800,480
Other 233 0
Less: Valuation allowance (3,518,797) (1,855,391)
Net Deferred Income Tax Asset $ 0 $ 0

Note 6 - Contingent Contractual Obligations and Commercial Commitments (Details)

v3.3.0.814
Note 6 - Contingent Contractual Obligations and Commercial Commitments (Details) - USD ($)
12 Months Ended
Dec. 31, 2015
Jul. 14, 2014
MVJ Realty, LLC    
Debt Instrument, Face Amount $ 23,000  
Debt Instrument, Use of proceeds $23,000 was purportedly used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the 'Two New Applications') by the Foundation to the Commonwealth of Massachusetts for licenses (the 'Two New Licenses') to operate two new medical marijuana dispensaries in Massachusetts (the 'Two New Dispensaries').  
Debt Instrument, Repurchase Amount $ 23,000  
Parere Partners Inc. | Medical marijuana on Cape Cod    
Commitments Under Agreements with the Foundation 5% of the first $1,000,000 of the aggregate principal amount of such loans 4% of the second $1,000,000 of the aggregate principal amount of such loans 3% of the third $1,000,000 of the aggregate principal amount of such loans 2% of the fourth $1,000,000 of the aggregate principal amount of such loans 1% of the aggregate principal amount of such loans that are in excess of $4,000,000  
William Noyes Webster Foundation Inc | Secured Promissory Note    
Debt Instrument, Face Amount   $ 1,500,000
William Noyes Webster Foundation Inc | MVJ Realty, LLC | Secured Promissory Note    
Debt Instrument, Increase $ 23,000  

Element Counts

Number of Extension Elements: 132
Number of Contexts: 58
Number of Segments: 25
Number of Units: 4

Renderer Messages

In ''BALANCE SHEETS'', column(s) 3 are contained in other reports, so were removed by flow through suppression.


Content Summary

Documents

000010 - Document - Document and Entity Information

Statements

000020 - Statement - BALANCE SHEETS

000030 - Statement - BALANCE SHEETS (Parenthetical)

000040 - Statement - STATEMENTS OF OPERATIONS

000050 - Statement - STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

000060 - Statement - 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 - Notes Receivable

000100 - Disclosure - Note 4 - Shareholders' Equity

000110 - Disclosure - Note 5 - Income Taxes

000120 - Disclosure - Note 6 - Contingent Contractual Obligations and Commercial Commitments

Policies (level 2)

000130 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)

Tables/Schedules (level 3)

000140 - 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)

000150 - Disclosure - Note 4 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)

000160 - Disclosure - Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)

000170 - Disclosure - Note 5 - Income Taxes: Schedule of Deferred Tax Assets (Tables)

Details (level 4)

000180 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies: Basis of Presentation (Details)

000190 - 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)

000200 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details)

000210 - Disclosure - Note 2 - Risks and Uncertainties (Details)

000220 - Disclosure - Note 3 - Notes Receivable (Details)

000230 - Disclosure - Note 4 - Shareholders' Equity (Details)

000240 - Disclosure - Note 4 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)

000250 - Disclosure - Note 5 - Income Taxes (Details)

000260 - Disclosure - Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details)

000270 - Disclosure - Note 5 - Income Taxes: Schedule of Deferred Tax Assets (Details)

000280 - Disclosure - Note 6 - Contingent Contractual Obligations and Commercial Commitments (Details)