Consolidated SEC Viewer Rendering


Document and Entity Information

v3.10.0.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2017
Sep. 21, 2018
Jun. 30, 2018
Details      
Registrant Name ACQUIRED SALES CORP.    
Registrant CIK 0001391135    
SEC Form 10-K    
Period End date Dec. 31, 2017    
Fiscal Year End --12-31    
Trading Symbol aqsp    
Tax Identification Number (TIN) 870479286    
Number of common stock shares outstanding   2,369,648  
Public Float     $ 294,633
Filer Category Smaller Reporting Company    
Current with reporting Yes    
Voluntary filer No    
Well-known Seasoned Issuer No    
Emerging Growth Company false    
Ex Transition Period false    
Amendment Flag false    
Document Fiscal Year Focus 2017    
Document Fiscal Period Focus FY    
Entity Incorporation, State Country Name Nevada    
Entity Address, Address Line One 31 N. Suffolk Lane, Lake Forest, Illinois    
Entity Address, Postal Zip Code 60045    

BALANCE SHEETS

v3.10.0.1
BALANCE SHEETS - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Current Assets    
Cash and Cash Equivalents $ 0 $ 605
Total Current Assets 0 605
Notes Receivable 0 0
Interest Receivable 0 0
Total Assets 0 605
Accounts Payable - Related Party    
Accounts Payable - Related Party - Payable to William C. Jacobs 103,907 43,149
Accounts Payable - Related Party - Payable to Gerard M. Jacobs 13,841 9,684
Accounts Payable - Related Party - Payable to Other Related Party 4,000 4,000
Accounts Payable - Related Party 121,748 56,833
Trade Accounts Payable 106,426 91,913
Total Current Liabilities 228,174 148,746
Commitments and contingencies 0 0
Shareholders' Equity    
Preferred Stock, $0.001 par value; 10,000,000 shares authorized; none outstanding 0 0
Common Stock, $0.001 par value; 100,000,000 shares authorized; 2,369,648 and 2,269,648 shares outstanding, respectively 2,370 2,370
Additional Paid-in Capital 13,554,524 13,554,524
Accumulated Deficit (13,785,068) (13,705,035)
Total Shareholders' Equity (Deficit) (228,174) (148,141)
Total Liabilities and Shareholders' Equity $ 0 $ 605

BALANCE SHEETS - Parenthetical

v3.10.0.1
BALANCE SHEETS - Parenthetical - $ / shares
Dec. 31, 2017
Dec. 31, 2016
Details    
Preferred Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 10,000,000 10,000,000
Preferred Stock, Shares Outstanding 0 0
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 100,000,000 100,000,000
Common Stock, Shares, Outstanding 2,369,648 2,269,648

STATEMENTS OF OPERATIONS

v3.10.0.1
STATEMENTS OF OPERATIONS - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Details    
Selling, General and Administrative Expense $ (65,021) $ (79,491)
Professional Fees (15,012) (102,264)
Other Income   28
Provision for Income Taxes 0 0
Net Loss $ (80,033) $ (181,727)
Basic and Diluted Earnings Loss per Share $ (0.03) $ (0.08)
Basic and diluted weighted average number of common shares outstanding: 2,369,648 2,331,745

STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

v3.10.0.1
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2015 $ 2,270 $ 13,554,524 $ (13,523,308) $ 33,486
Shares, Outstanding, Beginning Balance at Dec. 31, 2015 2,269,648      
Exercise of Stock Options, Amount $ 100 0 0 100
Exercise of Stock Options, Shares 100,000      
Net Loss $ 0 0 (181,727) (181,727)
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2016 $ 2,370 13,554,524 (13,705,035) (148,141)
Shares, Outstanding, Ending Balance at Dec. 31, 2016 2,369,648      
Net Loss $ 0 0 (80,033) (80,033)
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2017 $ 2,370 $ 13,554,524 $ (13,785,068) $ (228,174)
Shares, Outstanding, Ending Balance at Dec. 31, 2017 2,369,648      

Items

v3.10.0.1
Items - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Cash Flows From Operating Activities    
Net Loss $ (80,033) $ (181,727)
Adjustments to Reconcile Loss to net Cash Used in Operating Activities:    
Accounts Payable - Related Party 64,915 48,901
Trade Accounts Payable 14,513 80,550
Changes in Operating Assets and Liabilities:    
Net Cash Used in Operating Activities (605) (52,276)
Cash Flows From Investing Activities    
Notes Receivable 0 25,000
Net Cash Provided by Provided by Investing Activities 0 25,000
Cash Flows From Financing Activities    
Exercise of Stock Options 0 100
Net Cash Provided by Financing Activities 0 100
Net (Decrease) Increase in Cash (605) (27,176)
Cash and Cash Equivalents at Beginning of Year 605 27,781
Cash and Cash Equivalents at End of Year 0 605
Supplemental Cash Flow Information    
Cash paid for interest 0 0
Cash paid for income taxes $ 0 $ 0

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

v3.10.0.1
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2017
Notes  
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

                                                                                                                                 

Basis of PresentationAcquired 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.

 

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 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.

 

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, 2017 and 2016:

 

 

 

For the Year Ended

 

 

December 31,

 

 

2017

 

2016

Net Loss

 

   $             (80,033)

 

   $         (181,727)

Weighted -Average Shares Outstanding

 

              2,369,648 

 

             2,331,745 

 

 

 

 

 

Basic and Diluted Earnings Loss per Share

 

   $                 (0.03)

 

   $                (0.08)

At December 31, 2017, there were 1,358,774 stock options and rights to purchase warrants to purchase 2,700,000 shares of the Company’s common stock outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive.

 

In comparison, at December 31, 2016, there were 2,048,774 stock options, 478,000 financing warrants and rights to purchase warrants to purchase 2,700,000 shares of the Company’s common stock outstanding 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.

 

Effective January 2017, FASB issued ASU No. 2016-15 “Statement of Cash Flows” (Topic 230). This guidance clarifies diversity in practice on where in the Statement of Cash Flows to recognize certain transactions, including the classification of payment of contingent consideration for acquisitions between Financing and Operating activities. We are currently evaluating the impact that this amendment will have on our financial statements.

 

On January 5, 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business” (Topic ASC 805), guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and remove the evaluation of whether a market participant could replace the missing elements. This ASU is effective for public business entities in annual periods beginning after December 15, 2017, including interim periods therein. We are currently evaluating the impact that this amendment will have on our financial statements.

 

In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation” (Topic 718) - Scope of Modification Accounting. This ASU clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This ASU is effective prospectively for the annual period ending December 31, 2018 and interim periods within that annual period. We are currently evaluating the impact that this amendment will have on our financial statements.


NOTE 2 - RISKS AND UNCERTAINTIES

v3.10.0.1
NOTE 2 - RISKS AND UNCERTAINTIES
12 Months Ended
Dec. 31, 2017
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 $13,785,068 as of December 31, 2017. During the year ended December 31, 2017, the Company recognized a net loss of $80,033. The Company used net cash of $605 in operating activities during the year ended December 31, 2017. 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 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 3 - NOTES RECEIVABLE

v3.10.0.1
NOTE 3 - NOTES RECEIVABLE
12 Months Ended
Dec. 31, 2017
Notes  
NOTE 3 - NOTES RECEIVABLE

NOTE 3 – 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 4 - AMOUNTS OWED TO RELATED PARTIES

v3.10.0.1
NOTE 4 - AMOUNTS OWED TO RELATED PARTIES
12 Months Ended
Dec. 31, 2017
Notes  
NOTE 4 - AMOUNTS OWED TO RELATED PARTIES

NOTE 4 – AMOUNTS OWED TO RELATED PARTIES

 

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

 

At December 31, 2016, there are expense reimbursements owed to Gerard M. Jacobs totaling $9,684. In comparison, at December 31, 2015, there were expense reimbursements owed to Gerard M. Jacobs totaling $1,879.

 

At December 31, 2016, there are independent contractor fees of $40,000 and expense reimbursements of $3,149 owed to William C. Jacobs totaling $43,149. In comparison, at December 31, 2015, there were independent contractor fees of $5,000 and expense reimbursements of $1,053 owed to William C. Jacobs totaling $6,053.


NOTE 5 - SHAREHOLDERS' EQUITY

v3.10.0.1
NOTE 5 - SHAREHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2017
Notes  
NOTE 5 - SHAREHOLDERS' EQUITY

NOTE 5 – SHAREHOLDERS’ EQUITY

 

Share-Based Compensation – In 2014, the Company granted its Chief Executive Officer and Board of 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, 2017 and 2016 was $0 and $0, 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 Board of 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, 2017 and changes during the year then ended:

 

 

 

 

Weighted-Average

 

 

 

Weighted-Average

Remaining Contractual

Aggregate Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2016

  4,748,774

   $                        1.59

 

 

Issued during period

                  0

 

 

 

Expired during period

     690,000

   $                        3.38

 

 

Outstanding, December 31, 2017

  4,058,774

   $                        1.29

                                5.59

   $    577,725

Exercisable, December 31, 2017

  2,808,774

   $                        1.04

                                4.96

   $    577,725

 

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 financing warrants in connection with the issuance of notes payable primarily to related parties. 460,000 of these financing warrants expired on March 31, 2016 and 478,000 of these financing warrants were outstanding at December 31, 2016. All of these financing warrants expired in 2017.


NOTE 6 - INCOME TAXES

v3.10.0.1
NOTE 6 - INCOME TAXES
12 Months Ended
Dec. 31, 2017
Notes  
NOTE 6 - INCOME TAXES

NOTE 6 – INCOME TAXES

 

During the years ended December 31, 2017 and 2016, 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, 2017, the Company has U.S. Federal net operating loss carry forwards of $1,987,940 that will expire in 2030 through 2037 if not used by those dates.

 

As of December 31, 2017, 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, 2012 through 2016.

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,

 

2017

2016

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

   $      (27,211)

   $     (398,099)

State tax benefit, net of federal benefit

              (2,641)

             (38,639)

Non-deductible expenses

                     40 

                 2,108 

Revision of prior years' deferred tax assets

             67,252 

             (27,828)

Change in valuation allowance

            (37,439)

            462,458 

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, 2017 and 2016 were as follows:

 

 

December 31,

 

 

2017

2016

Operating loss carry forwards

 

 

   $             676,116 

 

   $             713,555 

Stock-based compensation

 

 

               2,874,127 

 

               2,874,127 

Other

 

 

                           233 

 

                          233 

Less: Valuation allowance

 

 

              (3,550,475)

 

             (3,587,915)

Net Deferred Income Tax Asset

 

 

   $                           - 

 

   $                           - 

 

The deferred tax asset valuation allowance decreased by $37,439 and increased by $69,118 during the years ended December 31, 2017 and 2016, respectively.


NOTE 6 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

v3.10.0.1
NOTE 6 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
12 Months Ended
Dec. 31, 2017
Notes  
NOTE 6 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

NOTE 7 – 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, 2017.

 

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

v3.10.0.1
NOTE 8 - SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2017
Notes  
NOTE 8 - SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

 

On July 13, 2018, the Audit Committee, Compensation Committee, and full Board of Directors of AQSP approved by unanimous written consent borrowings by AQSP on the following terms: (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023. As of September 21, 2018, a total of $14,790.70 has been borrowed by AQSP on such terms.


NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

v3.10.0.1
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2017
Policies  
Basis of Presentation

Basis of PresentationAcquired 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.

 

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 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.

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, 2017 and 2016:

 

 

 

For the Year Ended

 

 

December 31,

 

 

2017

 

2016

Net Loss

 

   $             (80,033)

 

   $         (181,727)

Weighted -Average Shares Outstanding

 

              2,369,648 

 

             2,331,745 

 

 

 

 

 

Basic and Diluted Earnings Loss per Share

 

   $                 (0.03)

 

   $                (0.08)

At December 31, 2017, there were 1,358,774 stock options and rights to purchase warrants to purchase 2,700,000 shares of the Company’s common stock outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive.

 

In comparison, at December 31, 2016, there were 2,048,774 stock options, 478,000 financing warrants and rights to purchase warrants to purchase 2,700,000 shares of the Company’s common stock outstanding 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.

 

Effective January 2017, FASB issued ASU No. 2016-15 “Statement of Cash Flows” (Topic 230). This guidance clarifies diversity in practice on where in the Statement of Cash Flows to recognize certain transactions, including the classification of payment of contingent consideration for acquisitions between Financing and Operating activities. We are currently evaluating the impact that this amendment will have on our financial statements.

 

On January 5, 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business” (Topic ASC 805), guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and remove the evaluation of whether a market participant could replace the missing elements. This ASU is effective for public business entities in annual periods beginning after December 15, 2017, including interim periods therein. We are currently evaluating the impact that this amendment will have on our financial statements.

 

In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation” (Topic 718) - Scope of Modification Accounting. This ASU clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This ASU is effective prospectively for the annual period ending December 31, 2018 and interim periods within that annual period. We are currently evaluating the impact that this amendment will have on our financial statements.


NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

v3.10.0.1
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Dec. 31, 2017
Tables/Schedules  
Schedule of Earnings Per Share, Basic and Diluted

 

 

 

For the Year Ended

 

 

December 31,

 

 

2017

 

2016

Net Loss

 

   $             (80,033)

 

   $         (181,727)

Weighted -Average Shares Outstanding

 

              2,369,648 

 

             2,331,745 

 

 

 

 

 

Basic and Diluted Earnings Loss per Share

 

   $                 (0.03)

 

   $                (0.08)


NOTE 5 - SHAREHOLDERS' EQUITY (Tables)

v3.10.0.1
NOTE 5 - SHAREHOLDERS' EQUITY (Tables)
12 Months Ended
Dec. 31, 2017
Tables/Schedules  
Schedule of Earnings Per Share, Basic and Diluted

The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2017 and changes during the year then ended:

 

 

 

 

Weighted-Average

 

 

 

Weighted-Average

Remaining Contractual

Aggregate Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2016

  4,748,774

   $                        1.59

 

 

Issued during period

                  0

 

 

 

Expired during period

     690,000

   $                        3.38

 

 

Outstanding, December 31, 2017

  4,058,774

   $                        1.29

                                5.59

   $    577,725

Exercisable, December 31, 2017

  2,808,774

   $                        1.04

                                4.96

   $    577,725


NOTE 6 - INCOME TAXES (Tables)

v3.10.0.1
NOTE 6 - INCOME TAXES (Tables)
12 Months Ended
Dec. 31, 2017
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,

 

2017

2016

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

   $      (27,211)

   $     (398,099)

State tax benefit, net of federal benefit

              (2,641)

             (38,639)

Non-deductible expenses

                     40 

                 2,108 

Revision of prior years' deferred tax assets

             67,252 

             (27,828)

Change in valuation allowance

            (37,439)

            462,458 

Provision for Income Taxes 

   $                 - 

   $                   - 

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2017 and 2016 were as follows:

 

 

December 31,

 

 

2017

2016

Operating loss carry forwards

 

 

   $             676,116 

 

   $             713,555 

Stock-based compensation

 

 

               2,874,127 

 

               2,874,127 

Other

 

 

                           233 

 

                          233 

Less: Valuation allowance

 

 

              (3,550,475)

 

             (3,587,915)

Net Deferred Income Tax Asset

 

 

   $                           - 

 

   $                           - 


NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Details)

v3.10.0.1
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Details)
12 Months Ended
Dec. 31, 2017
Details  
Entity Incorporation, Date of Incorporation Jan. 02, 1986

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)

v3.10.0.1
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, 2017
Dec. 31, 2016
Details    
Net Loss $ (80,033) $ (181,727)
Basic and diluted weighted average number of common shares outstanding: 2,369,648 2,331,745
Basic and Diluted Earnings Loss per Share $ (0.03) $ (0.08)

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share (Details)

v3.10.0.1
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
stock options and warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 1,358,774 2,048,774
financing warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 2,700,000 478,000

NOTE 2 - RISKS AND UNCERTAINTIES (Details)

v3.10.0.1
NOTE 2 - RISKS AND UNCERTAINTIES (Details) - USD ($)
12 Months Ended
Sep. 01, 2015
Dec. 31, 2017
Dec. 31, 2016
Accumulated Deficit   $ (13,785,068) $ (13,705,035)
Net Loss   (80,033) (181,727)
Net Cash Used in Operating Activities   (605) $ (52,276)
Note receivable      
Provision for Doubtful Accounts $ 737,850 737,850  
Interest receivable      
Provision for Doubtful Accounts $ 97,427 $ 97,427  

NOTE 3 - NOTES RECEIVABLE (Details)

v3.10.0.1
NOTE 3 - NOTES RECEIVABLE (Details) - USD ($)
4 Months Ended 12 Months Ended
Jan. 05, 2016
Dec. 31, 2015
Sep. 01, 2015
Jul. 14, 2014
Jul. 31, 2015
Dec. 31, 2017
Oct. 09, 2015
Secured Promissory Note | Consultant              
Payments for Loans       $ 2,500      
Secured Promissory Note | William Noyes Webster Foundation Inc              
Debt Instrument, Face Amount       1,500,000      
Payments to Acquire Notes Receivable       602,500 $ 135,350    
Payments for Loans       600,000      
Notes receivable     $ 737,850        
Debt Instrument, Interest Rate, Stated Percentage     12.50%        
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
Proceeds from (Repayments of) Debt   $ 25,000          
Receivable   $ 25,000          
Debt Instrument, Maturity Date Jan. 05, 2016            
Note receivable              
Provision for Doubtful Accounts     $ 737,850     $ 737,850  
Interest receivable              
Provision for Doubtful Accounts     $ 97,427     $ 97,427  

NOTE 4 - AMOUNTS OWED TO RELATED PARTIES (Details)

v3.10.0.1
NOTE 4 - AMOUNTS OWED TO RELATED PARTIES (Details) - USD ($)
Dec. 31, 2016
Jun. 21, 2016
Dec. 31, 2015
Gerard M. Jacobs      
Due to Other Related Parties, Current   $ 4,000  
Due to Related Parties, Current $ 9,684   $ 1,879
William C. Jacobs      
Due to Related Parties, Current 43,149   6,053
William C. Jacobs | Independent contractor fees      
Due to Related Parties, Current 40,000   5,000
William C. Jacobs | Expense reimbursements      
Due to Related Parties, Current $ 3,149   $ 1,053

NOTE 5 - SHAREHOLDERS' EQUITY (Details)

v3.10.0.1
NOTE 5 - SHAREHOLDERS' EQUITY (Details) - USD ($)
12 Months Ended
Mar. 31, 2016
Jul. 20, 2015
Nov. 28, 2014
Dec. 31, 2012
Dec. 31, 2017
Dec. 31, 2016
Class of Warrant or Right, Outstanding 478,000          
Warrants expired 460,000          
Warrants issued       938,000    
Warrant 1            
Warrant description     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.      
Fair value assumption method used     Black-Scholes option pricing model      
Fair value assumption volatility     147.00%      
Fair value assumption risk-free interest rate     1.49%      
Fair value assumption dividend yield     0.00%      
Fair value assumption expected term     5 years      
Warrant 3            
Warrant description     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.      
Fair value assumption method used     Monte Carlo Simulation model      
Fair value assumption volatility     147.00%      
Fair value assumption risk-free interest rate     1.50%      
Fair value assumption dividend yield     0.00%      
Fair value assumption expected term     5 years      
CEO and Directors            
Allocated Share-based Compensation Expense         $ 0 $ 0
Warrants expired   1,350,000        
CEO and Directors | Warrant 1            
Class of Warrant or Right, Outstanding     1,350,000      
Investment Warrants, Exercise Price     $ 0.01      
Warrants and Rights Outstanding     $ 5,144,229      
CEO and Directors | Warrant 2            
Class of Warrant or Right, Outstanding     1,350,000      
Investment Warrants, Exercise Price     $ 1.85      
CEO and Directors | Warrant 3            
Class of Warrant or Right, Outstanding     1,350,000      
Warrants and Rights Outstanding     $ 2,536,472      

NOTE 5 - SHAREHOLDERS' EQUITY: Schedule of Earnings Per Share, Basic and Diluted (Details)

v3.10.0.1
NOTE 5 - SHAREHOLDERS' EQUITY: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Details    
Shares, outstanding 4,058,774 4,748,774
Weighted Average Exercise Price $ 1.29 $ 1.59
Shares, issued 0  
Shares, expired 690,000  
Exercise price, expired $ 3.38  
Weighted Average Remaining Contractual Term 5 years 7 months 2 days  
Aggregate Intrinsic Value $ 577,725  
Shares, exercisable 2,808,774  
Exercise price, exercisable $ 1.04  
Contractual Term, exercisable 4 years 11 months 16 days  
Intrinsic value, exercisable $ 577,725  

NOTE 6 - INCOME TAXES (Details)

v3.10.0.1
NOTE 6 - INCOME TAXES (Details)
12 Months Ended
Dec. 31, 2017
USD ($)
Details  
Operating Loss Carryforwards, Limitations on Use U.S. Federal net operating loss carry forwards of $1,987,940 that will expire in 2030 through 2037
Operating Loss Carryforwards $ 1,987,940

NOTE 6 - INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Details)

v3.10.0.1
NOTE 6 - INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Details    
Tax expenses (benefit) at statutory rate (34%) $ (27,211) $ (398,099)
State tax benefit, net of federal benefit (2,641) (38,639)
Non-deductible expenses 40 2,108
Revision of prior years' deferred tax assets 67,252 (27,828)
Change in valuation allowance (37,439) 462,458
Provision for Income Taxes $ 0 $ 0

NOTE 6 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details)

v3.10.0.1
NOTE 6 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Details    
Exercise price, exercisable $ 676,116 $ 713,555
Stock-based compensation 2,874,127 2,874,127
Exercise price, exercisable 233 233
Less: Valuation allowance (3,550,475) (3,587,915)
Net Deferred Income Tax Asset $ 0 $ 0

NOTE 6 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details)

v3.10.0.1
NOTE 6 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details) - USD ($)
Sep. 30, 2015
Jul. 20, 2014
MVJ Realty, LLC    
Debt Instrument, Face Amount $ 23,000  
Debt instrument Use of Proceeds $23,000  
Loan increase $ 23,000  
First tranche    
Commitments under agreements   5% of the first $1,000,000 of the aggregate principal amount of such loans
Second tranche    
Commitments under agreements   4% of the second $1,000,000 of the aggregate principal amount of such loans
Third tranche    
Commitments under agreements   3% of the third $1,000,000 of the aggregate principal amount of such loans
Fourth tranche    
Commitments under agreements   2% of the fourth $1,000,000 of the aggregate principal amount of such loans
Aggregate principal    
Commitments under agreements   1% of the aggregate principal amount of such loans that are in excess of $4,000,000

NOTE 8 - SUBSEQUENT EVENTS (Details)

v3.10.0.1
NOTE 8 - SUBSEQUENT EVENTS (Details) - UCC filings - Subsequent Event - USD ($)
Jul. 13, 2018
Sep. 14, 2018
Debt instrument Use of Proceeds (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023.  
Long-term Debt, Gross   $ 14,790.70

Element Counts

Number of Extension Elements: 134
Number of Contexts: 71
Number of Segments: 28
Number of Units: 4

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 - Items

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 - AMOUNTS OWED TO RELATED PARTIES

000110 - Disclosure - NOTE 5 - SHAREHOLDERS' EQUITY

000120 - Disclosure - NOTE 6 - INCOME TAXES

000130 - Disclosure - NOTE 6 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

000140 - Disclosure - NOTE 8 - SUBSEQUENT EVENTS

Policies (level 2)

000150 - Disclosure - NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

Tables/Schedules (level 3)

000160 - Disclosure - NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

000170 - Disclosure - NOTE 5 - SHAREHOLDERS' EQUITY (Tables)

000180 - Disclosure - NOTE 6 - INCOME TAXES (Tables)

Details (level 4)

000190 - Disclosure - NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Details)

000200 - 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)

000210 - Disclosure - NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share (Details)

000220 - Disclosure - NOTE 2 - RISKS AND UNCERTAINTIES (Details)

000230 - Disclosure - NOTE 3 - NOTES RECEIVABLE (Details)

000240 - Disclosure - NOTE 4 - AMOUNTS OWED TO RELATED PARTIES (Details)

000250 - Disclosure - NOTE 5 - SHAREHOLDERS' EQUITY (Details)

000260 - Disclosure - NOTE 5 - SHAREHOLDERS' EQUITY: Schedule of Earnings Per Share, Basic and Diluted (Details)

000270 - Disclosure - NOTE 6 - INCOME TAXES (Details)

000280 - Disclosure - NOTE 6 - INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Details)

000290 - Disclosure - NOTE 6 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details)

000300 - Disclosure - NOTE 6 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details)

000310 - Disclosure - NOTE 8 - SUBSEQUENT EVENTS (Details)


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