Consolidated SEC Viewer Rendering


Document and Entity Information

v3.5.0.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2016
Aug. 11, 2016
Document and Entity Information:    
Entity Registrant Name ACQUIRED SALES CORP  
Document Type 10-Q  
Document Period End Date Jun. 30, 2016  
Amendment Flag false  
Entity Central Index Key 0001391135  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   2,369,648
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 2016  
Document Fiscal Period Focus Q2  
Trading Symbol aqsp  

CONDENSED BALANCE SHEETS

v3.5.0.2
CONDENSED BALANCE SHEETS - USD ($)
Jun. 30, 2016
Dec. 31, 2015
Current Assets    
Cash and Cash Equivalents $ 901 $ 27,781
Total Current Assets 901 27,781
Notes Receivable   25,000
Total Assets 901 52,781
Current Liabilities    
Trade Accounts Payable 52,689 19,295
Total Current Liabilities 52,689 19,295
Long Term Liabilities    
Note Payable to Related Party 4,000  
Total Long Term Liabilities 4,000  
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; 2,369,648 shares outstanding 2,370 2,270
Additional Paid-in Capital 13,554,524 13,554,524
Accumulated Deficit (13,612,682) (13,523,308)
Total Shareholders' Equity (Deficit) (55,788) 33,486
Total Liabilities and Shareholders' Equity $ 901 $ 52,781

CONDENSED BALANCE SHEETS (Parenthetical)

v3.5.0.2
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2016
Dec. 31, 2015
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 2,369,648 2,369,648
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

CONDENSED STATEMENTS OF OPERATIONS

v3.5.0.2
CONDENSED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Income Statement        
Selling, General and Administrative Expense $ (40,286) $ (73,868) $ (89,402) $ (313,239)
Interest Income   23,897   43,776
Other Income     28 2,267
Net Loss $ (40,286) $ (49,971) $ (89,374) $ (267,196)
Basic and Diluted Earnings Loss per Share $ (0.02) $ (0.02) $ (0.04) $ (0.12)

CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

v3.5.0.2
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Stockholders' Equity beginning of period, Value at Dec. 31, 2014 $ 2,270 $ 13,554,524 $ (12,347,428) $ 1,209,366
Stockholders' Equity beginning of period, Shares at Dec. 31, 2014 2,269,648      
Net Loss     (267,196) (267,196)
Stockholders' Equity, end of period, Value at Jun. 30, 2015 $ 2,270 13,554,524 (12,614,624) 942,170
Stockholders' Equity, end of period, Shares at Jun. 30, 2015 2,269,648      
Stockholders' Equity beginning of period, Value at Dec. 31, 2015 $ 2,270 13,554,524 (13,523,308) 33,486
Stockholders' Equity beginning of period, Shares at Dec. 31, 2015 2,269,648      
Exercise of Stock Options, Value $ 100     $ 100
Exercise of Stock Options, Shares 100,000     100,000
Net Loss     (89,374) $ (89,374)
Stockholders' Equity, end of period, Value at Jun. 30, 2016 $ 2,370 $ 13,554,524 $ (13,612,682) $ (55,788)
Stockholders' Equity, end of period, Shares at Jun. 30, 2016 2,369,648      

CONDENSED STATEMENTS OF CASH FLOWS

v3.5.0.2
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Cash Flows From Operating Activities    
Net Loss $ (89,374) $ (267,196)
Changes in Operating Assets and Liabilities:    
Prepaid Expenses   7,985
Accrued Interest Receivable   (43,775)
Accounts Payable 33,394 26,693
Net Cash Used in Operating Activities (55,980) (276,293)
Cash Flows from Investing Activities    
Note Receivable 25,000 (94,950)
Net Cash Provided by (Used in) Investing Activities 25,000 (94,950)
Cash Flows From Financing Activities    
Proceeds From Borrowing Under Related Party Note Payable 4,000  
Exercise of Stock Options 100  
Net Cash Provided by Financing Activities 4,100  
Net Decrease in Cash (26,880) (371,243)
Cash and Cash Equivalents at Beginning of Period 27,781 587,937
Cash and Cash Equivalents at End of Period $ 901 $ 216,694

Note 1 - Description of The Business of Acquired Sales Corp.

v3.5.0.2
Note 1 - Description of The Business of Acquired Sales Corp.
6 Months Ended
Jun. 30, 2016
Notes  
Note 1 - Description of The Business of Acquired Sales Corp.

NOTE 1 – DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP.

Acquired Sales Corp. (hereinafter sometimes referred to as "Acquired Sales", "AQSP" or the "Company") was organized under the laws of the State of Nevada on January 2, 1986.

 

Previously, the Company was involved in selling software licenses and hardware, and the provision of consulting and maintenance services. Please refer to the Company's past filings for information related to the acquisitions and sales of Defense & Security Technology Group, Inc. ("DSTG") and Cogility Software Corporation ("Cogility"). The sale of Cogility and DSTG eliminated the Company's sources of revenue.


Note 2 - Basis of Presentation and Significant Accounting Policies

v3.5.0.2
Note 2 - Basis of Presentation and Significant Accounting Policies
6 Months Ended
Jun. 30, 2016
Notes  
Note 2 - Basis of Presentation and Significant Accounting Policies

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Condensed Financial Statements – The accompanying financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the annual financial statements included in Form 10-K filed with the U.S. Securities and Exchange Commission on March 28, 2016. In particular, the basis of presentation and significant accounting principles were presented in Note 1 to the annual financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2016.

 

Use of Estimates – The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") 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.

 

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 three and six months ended June 30, 2016 and 2015.

 

 

For the Three Months

For the Six Months

 

Ended

Ended

 

June 30,

June 30,

 

2016

2015

2016

2015

Net Loss

$(40,286)

$(49,971)

$(89,374)

$(267,196)

Weighted -Average Shares Outstanding

2,318,035

2,269,648

2,293,842

2,269,648

 

 

 

 

 

Basic and Diluted Earnings Loss per Share

$(0.02)

$(0.02)

$(0.04)

$(0.12)

 

At January 1, 2016 through May 17, 2016, there were 4,848,774 stock options and 478,000 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. On May 18, 2016, 100,000 of these stock options were exercised. As a result, at June 30, 2016, there were 4,748,774 stock options and 478,000 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. 

 

There were 6,198,774 employee stock options and 938,000 warrants outstanding during the three and six months ended June 30, 2015 that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. 

 

Recent Accounting Pronouncements – 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 is the first quarter of fiscal year 2016. The Company adopted ASU No. 2014-12; the adoption of this has had no effect on the financial statements.

 

In March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change the accounting for certain stock-based compensation transactions, including the income tax consequences and cash flow classification for applicable transactions. The amendments in this update are effective for annual periods beginning after December 31, 2016 and interim periods within those annual periods. The Company is currently evaluating the impact that this amendment will have on its financial statements.


Note 3 - Risks and Uncertainties

v3.5.0.2
Note 3 - Risks and Uncertainties
6 Months Ended
Jun. 30, 2016
Notes  
Note 3 - Risks and Uncertainties

NOTE 3 - RISKS AND UNCERTAINTIES

 

Going Concern – The Company has a history of recurring losses, which have resulted in an accumulated deficit of $13,612,682 as of June 30, 2016. During the three and six months ended June 30, 2016, the Company recognized net losses of $40,286 and $89,374, respectively. The Company used net cash of $55,980 in operating activities during the six months ended June 30, 2016. As discussed in Note 4, 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 sales 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.

 

The Company currently has no revenue-generating subsidiaries. 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 and/or (2) completing private placements of the Company's 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 assurances or guarantees whatsoever 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 4 - Notes Receivable

v3.5.0.2
Note 4 - Notes Receivable
6 Months Ended
Jun. 30, 2016
Notes  
Note 4 - Notes Receivable

NOTE 4 – NOTES 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 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 are no assurances or guarantees whatsoever that the Company will consummate any transactions involving One-Seven or Mr. Stukel.


Note 5 - Note Payable

v3.5.0.2
Note 5 - Note Payable
6 Months Ended
Jun. 30, 2016
Notes  
Note 5 - Note Payable

NOTE 5 – NOTE PAYABLE

 

On June 21, 2016, a company affiliated with Gerard M. Jacobs, CEO of Acquired Sales, made a non-interest bearing loan of $4,000 to the Company, which is payable upon demand.


Note 6 - Shareholders' Equity

v3.5.0.2
Note 6 - Shareholders' Equity
6 Months Ended
Jun. 30, 2016
Notes  
Note 6 - Shareholders' Equity

NOTE 6 – SHAREHOLDERS' EQUITY

 

Summary of Stock Option and Warrant Activity

The following is a summary of the Company's stock option and warrant activity as of June 30, 2016 and changes during the year then ended:

 

 

 

 

Weighted-Average

 

 

 

 

Remaining

Aggregate

 

 

Weighted-Average

 Contractual

Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2015

4,848,774

$1.56

 

 

Exercised options

100,000

-

 

 

Outstanding, June 30, 2016

4,748,774

$1.59

6.16

$220,225

Exercisable, June 30, 2016

3,498,774

$1.50

5.32

$220,225

 

 

 

 

 

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.

 

 

 

 

 

 

Assignment and Exercise of Stock Option Agreement Reference is hereby made to that certain Stock Option Agreement (the "SOA") dated November 4, 2010, between Cogility and Gerard M. Jacobs, that was entered into pursuant to the Agreement by and among Deborah Sue Ghourdjian Separate Property Trust, Matthew Ghourdjian, Cogility, Gerard M. Jacobs, Joshua A. Bloom, Roger S. Greene, James S. Jacobs, Michael D. McCaffrey, Vincent J. Mesolella, Richard E. Morrissy, and Acquired Sales.

 

Cogility was acquired by Acquired Sales in September 2011. Pursuant to the terms and conditions of that acquisition and the SOA, Gerard M. Jacobs or his assignees or heirs was granted the right to purchase 100,000 shares of common stock of Acquired Sales at the purchase price of $0.001 per share, or an aggregate purchase price of $100.

 

For valuable consideration received, Gerard M. Jacobs assigned the SOA to his affiliate Miss Mimi Corporation ("Miss Mimi"), effective as of May 18, 2016. Miss Mimi notified Acquired Sales effective as of May 18, 2016, that Miss Mimi exercised the SOA and thereby purchased all 100,000 shares of common stock of Acquired Sales covered by the SOA, for the aggregate purchase price of $100, with the purchase price paid in the form of cashier's check from Miss Mimi payable to Acquired Sales.

 

Financing Warrants – Through December 31, 2012, the Company issued 938,000 warrants in connection with the issuance of notes payable primarily to related parties. 460,000 of these warrants expired on March 31, 2016 and 478,000 of these warrants were outstanding at June 30, 2016. At June 30, 2016, the financing warrants had a weighted-average exercise price of $2.63 per share, a weighted-average remaining contractual term of 1.19 years and an aggregate intrinsic value of $0.


Note 7 - Contingent Contractual Obligations and Commercial Commitments

v3.5.0.2
Note 7 - Contingent Contractual Obligations and Commercial Commitments
6 Months Ended
Jun. 30, 2016
Notes  
Note 7 - Contingent Contractual Obligations and Commercial Commitments

NOTE 7 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

 

Medical Marijuana in Massachusetts:

 

As discussed in Note 4, 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 June 30, 2016.

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 8 - Subsequent Events

v3.5.0.2
Note 8 - Subsequent Events
6 Months Ended
Jun. 30, 2016
Notes  
Note 8 - Subsequent Events

NOTE 8 – SUBSEQUENT EVENTS

 

We have evaluated subsequent events through the date of filing this quarterly report on Form 10-Q. No events have occurred that would require adjustment to or disclosure in the condensed financial statements.


Note 2 - Basis of Presentation and Significant Accounting Policies (Policies)

v3.5.0.2
Note 2 - Basis of Presentation and Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2016
Policies  
Basis of Presentation

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

Condensed Financial Statements

Condensed Financial Statements – The accompanying financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the annual financial statements included in Form 10-K filed with the U.S. Securities and Exchange Commission on March 28, 2016. In particular, the basis of presentation and significant accounting principles were presented in Note 1 to the annual financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2016.

Use of Estimates

Use of Estimates – The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") 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.

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 three and six months ended June 30, 2016 and 2015.

 

 

For the Three Months

For the Six Months

 

Ended

Ended

 

June 30,

June 30,

 

2016

2015

2016

2015

Net Loss

$(40,286)

$(49,971)

$(89,374)

$(267,196)

Weighted -Average Shares Outstanding

2,318,035

2,269,648

2,293,842

2,269,648

 

 

 

 

 

Basic and Diluted Earnings Loss per Share

$(0.02)

$(0.02)

$(0.04)

$(0.12)

 

At January 1, 2016 through May 17, 2016, there were 4,848,774 stock options and 478,000 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. On May 18, 2016, 100,000 of these stock options were exercised. As a result, at June 30, 2016, there were 4,748,774 stock options and 478,000 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. 

 

There were 6,198,774 employee stock options and 938,000 warrants outstanding during the three and six months ended June 30, 2015 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 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 is the first quarter of fiscal year 2016. The Company adopted ASU No. 2014-12; the adoption of this has had no effect on the financial statements.

 

In March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change the accounting for certain stock-based compensation transactions, including the income tax consequences and cash flow classification for applicable transactions. The amendments in this update are effective for annual periods beginning after December 31, 2016 and interim periods within those annual periods. The Company is currently evaluating the impact that this amendment will have on its financial statements.


Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)

v3.5.0.2
Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)
6 Months Ended
Jun. 30, 2016
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 three and six months ended June 30, 2016 and 2015.

 

 

For the Three Months

For the Six Months

 

Ended

Ended

 

June 30,

June 30,

 

2016

2015

2016

2015

Net Loss

$(40,286)

$(49,971)

$(89,374)

$(267,196)

Weighted -Average Shares Outstanding

2,318,035

2,269,648

2,293,842

2,269,648

 

 

 

 

 

Basic and Diluted Earnings Loss per Share

$(0.02)

$(0.02)

$(0.04)

$(0.12)

 


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

v3.5.0.2
Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)
6 Months Ended
Jun. 30, 2016
Tables/Schedules  
Schedule of Share-based Compensation, Stock Options and Warrant Activity

The following is a summary of the Company's stock option and warrant activity as of June 30, 2016 and changes during the year then ended:

 

 

 

 

Weighted-Average

 

 

 

 

Remaining

Aggregate

 

 

Weighted-Average

 Contractual

Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2015

4,848,774

$1.56

 

 

Exercised options

100,000

-

 

 

Outstanding, June 30, 2016

4,748,774

$1.59

6.16

$220,225

Exercisable, June 30, 2016

3,498,774

$1.50

5.32

$220,225

 

 

 

 

 

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

v3.5.0.2
Note 2 - 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 ($)
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Details        
Net Loss $ (40,286) $ (49,971) $ (89,374) $ (267,196)
Weighted Average Shares Outstanding 2,318,035 2,269,648 2,293,842 2,269,648
Basic and Diluted Loss per Share $ (0.02) $ (0.02) $ (0.04) $ (0.12)

Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details)

v3.5.0.2
Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares
1 Months Ended 5 Months Ended 6 Months Ended
Jun. 30, 2016
May 17, 2016
Jun. 30, 2016
Jun. 30, 2015
Exercise of Stock Options, Shares     100,000  
Equity Option        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4,748,774 4,848,774   6,198,774
Warrant        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount     478,000 938,000

Note 3 - Risks and Uncertainties (Details)

v3.5.0.2
Note 3 - Risks and Uncertainties (Details) - USD ($)
3 Months Ended 6 Months Ended 8 Months Ended
Jun. 30, 2016
Jun. 30, 2016
Jun. 30, 2015
Sep. 01, 2015
Dec. 31, 2015
Accumulated Deficit $ (13,612,682) $ (13,612,682)     $ (13,523,308)
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent $ (40,286) (89,374)      
Net Cash Used in Operating Activities   (55,980) $ (276,293)    
Secured Promissory Note | William Noyes Webster Foundation Inc          
Provision for Doubtful Accounts   737,850   $ 737,850  
Interest receivable | William Noyes Webster Foundation Inc          
Provision for Doubtful Accounts   $ 97,427      

Note 4 - Notes Receivable (Details)

v3.5.0.2
Note 4 - Notes Receivable (Details) - USD ($)
1 Months Ended 6 Months Ended 7 Months Ended 8 Months Ended
Jul. 31, 2014
Jun. 30, 2016
Jul. 31, 2015
Sep. 01, 2015
Oct. 09, 2015
Jul. 14, 2014
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%        
Provision for Doubtful Accounts   $ 737,850   $ 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            
Provision for Doubtful Accounts   $ 97,427        

Note 5 - Note Payable (Details)

v3.5.0.2
Note 5 - Note Payable (Details)
Jun. 21, 2016
USD ($)
Chief Executive Officer  
Debt Instrument, Face Amount $ 4,000

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

v3.5.0.2
Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)
6 Months Ended
Jun. 30, 2016
USD ($)
$ / shares
shares
Details  
Outstanding, Beginning Balance | shares 4,848,774
Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares $ 1.56
Exercised options | shares 100,000
Exercised options, Weighted Average Exercise Price | $ / shares $ 0
Outstanding, Ending Balance | shares 4,748,774
Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares $ 1.59
Outstanding, Weighted Average Remaining Term 6 years 1 month 28 days
Outstanding, Intrinsic Value | $ $ 220,225
Exercisable | shares 3,498,774
Exercisable, Weighted Average Exercise Price | $ / shares $ 1.50
Exercisable, Weighted Average Remaining Term 5 years 3 months 25 days
Exercisable, Intrinsic Value | $ $ 220,225

Note 6 - Shareholders' Equity (Details)

v3.5.0.2
Note 6 - Shareholders' Equity (Details) - USD ($)
6 Months Ended
Jun. 30, 2016
Dec. 31, 2012
Exercise of Stock Options, Value $ 100  
Warrants, Outstanding 478,000 938,000
Warrants, Expired 460,000  
Warrants, Outstanding, Weighted Average Exercise Price 2.63  
Warrant    
Weighted Average Remaining Contractual Term 1 year 2 months 8 days  
Aggregate Intrinsic Value $ 0  

Note 7 - Contingent Contractual Obligations and Commercial Commitments (Details)

v3.5.0.2
Note 7 - Contingent Contractual Obligations and Commercial Commitments (Details) - USD ($)
6 Months Ended
Jun. 30, 2016
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 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 June 30, 2016.  
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: 96
Number of Contexts: 49
Number of Segments: 16
Number of Units: 4

Content Summary

Documents

000010 - Document - Document and Entity Information

Statements

000020 - Statement - CONDENSED BALANCE SHEETS

000030 - Statement - CONDENSED BALANCE SHEETS (Parenthetical)

000040 - Statement - CONDENSED STATEMENTS OF OPERATIONS

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

000060 - Statement - CONDENSED STATEMENTS OF CASH FLOWS

Notes to Financials (level 1)

000070 - Disclosure - Note 1 - Description of The Business of Acquired Sales Corp.

000080 - Disclosure - Note 2 - Basis of Presentation and Significant Accounting Policies

000090 - Disclosure - Note 3 - Risks and Uncertainties

000100 - Disclosure - Note 4 - Notes Receivable

000110 - Disclosure - Note 5 - Note Payable

000120 - Disclosure - Note 6 - Shareholders' Equity

000130 - Disclosure - Note 7 - Contingent Contractual Obligations and Commercial Commitments

000140 - Disclosure - Note 8 - Subsequent Events

Policies (level 2)

000150 - Disclosure - Note 2 - Basis of Presentation and Significant Accounting Policies (Policies)

Tables/Schedules (level 3)

000160 - Disclosure - Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)

000170 - Disclosure - Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)

Details (level 4)

000180 - Disclosure - Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details)

000190 - Disclosure - Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details)

000200 - Disclosure - Note 3 - Risks and Uncertainties (Details)

000210 - Disclosure - Note 4 - Notes Receivable (Details)

000220 - Disclosure - Note 5 - Note Payable (Details)

000230 - Disclosure - Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)

000240 - Disclosure - Note 6 - Shareholders' Equity (Details)

000250 - Disclosure - Note 7 - Contingent Contractual Obligations and Commercial Commitments (Details)