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Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2018
Feb. 12, 2019
Jun. 30, 2018
Document and Entity Information:      
Registrant Name ACQUIRED SALES CORP.    
Registrant CIK 0001391135    
SEC Form 10-K    
Period End date Dec. 31, 2018    
Fiscal Year End --12-31    
Trading Symbol aqsp    
Tax Identification Number (TIN) 870479286    
Number of common stock shares outstanding   2,369,648  
Public Float     $ 314,633
Filer Category Non-accelerated Filer    
Entity a Well-known Seasoned Issuer No    
Entity a Voluntary Filer No    
Entity's Reporting Status Current Yes    
Entity Small Business true    
Voluntary filer No    
Well-known Seasoned Issuer No    
Emerging Growth Company false    
Ex Transition Period false    
Entity Shell Company false    
Amendment Flag false    
Document Fiscal Year Focus 2018    
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 - USD ($)
Dec. 31, 2018
Dec. 31, 2017
ASSETS    
Total Assets $ 0 $ 0
Accounts Payable - Related Party    
Accounts Payable - Related Party - Payable to William C. Jacobs 164,417 103,907
Accounts Payable - Related Party - Payable to Gerard M. Jacobs 24,583 13,841
Accounts Payable - Related Party - Payable to Other Related Party 4,000 4,000
Accounts Payable - Related Party 193,000 121,748
Notes Payable - Payable to Joshua A. Bloom 20,025 0
Notes Payable - Payable to Gerard M. Jacobs 10,766 0
Notes Payable - Related Party 30,791 0
Interest - Payable to Joshua A. Bloom 914 0
Interest - Payable to Gerard M. Jacobs 467 0
Interest Payable - Related Party 1,381 0
Trade Accounts Payable 113,450 106,426
Total Current Liabilities 338,622 228,174
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 shares outstanding, respectively 2,370 2,370
Additional paid-in capital 13,664,697 13,554,524
Accumulated Deficit (14,005,689) (13,785,068)
Total Shareholders' Equity (Deficit) (338,622) (228,174)
Total Liabilities and Shareholders' Equity $ 0 $ 0
BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2018
Dec. 31, 2017
Statement of Financial Position [Abstract]    
Preferred Stock, par or stated value $ 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 $ 0.001 $ 0.001
Common Stock, shares authorized 100,000,000 100,000,000
Common Stock, shares outstanding 2,369,648 2,369,648
STATEMENTS OF OPERATIONS - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Income Statement [Abstract]    
Selling, General and Administrative Expense $ (71,299) $ (65,021)
Stock Compensation Expense 72,500 0
Professional Fees (37,767) (15,012)
Interest Expense (39,055) 0
Provision for Income Taxes 0 0
Net Loss $ (220,621) $ (80,033)
Basic and Diluted Earnings (Loss) per Share $ (0.09) $ (0.03)
Basic and diluted weighted average number of common shares outstanding: 2,369,648 2,369,648
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
Common Stock
Additional Paid-In Capital
Retained Earnings / Accumulated Deficit
Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2016 $ 2,370 $ 13,554,524 $ (13,705,035) $ (148,141)
Shares, Outstanding, Beginning Balance at Dec. 31, 2016 2,369,648      
Stock Compensation Expense       0
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      
Stock Compensation Expense   72,500   72,500
Issuance of warrants to purchase common stock   37,673   37,673
Net Loss $ 0 0 (220,621) (220,621)
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2018 $ 2,370 $ 13,664,697 $ (14,005,689) $ (338,622)
Shares, Outstanding, Ending Balance at Dec. 31, 2018 2,369,648      
STATEMENTS OF CASH FLOWS - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Cash Flows From Operating Activities    
Net Loss $ (220,621) $ (80,033)
Adjustments to Reconcile Loss to Net Cash Used in Operating Activities:    
Stock Compensation Expense 72,500 0
Financing Cost - Issuance of Warrants to Purchase Common Stock 37,673 0
Changes in Operating Assets and Liabilities:    
Accounts Payable to Related Parties 71,251 64,915
Trade Accounts Payable 7,025 14,513
Net Cash Used in Operating Activities (32,172) (605)
Cash Flows From Financing Activities    
Financing Cost - Proceeds From Borrowing Under Notes Payable to Related Parties 30,791 0
Financing Cost - Interest Payable to Related Parties 1,381 0
Net Cash Provided by Financing Activities 32,172 0
Net Decrease in Cash 0 (605)
Cash and Cash Equivalents at Beginning of Year 0 605
Cash and Cash Equivalents at End of Year 0 0
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
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 1 - Basis of Presentation and Significant Accounting Policies

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation – Acquired Sales Corp. (hereinafter sometimes referred to as “Acquired Sales”, the “Company”, “AQSP”, “Acquired”, the “Company”, “we”, “us”, “our”, etc.) was organized under the laws of the State of Nevada on January 2, 1986.

 

The Company currently is a shell corporation and does not currently have any business or any sources of revenue.

 

The Company wants to acquire all or a portion of one or more operating businesses.

 

Management of the Company currently is exclusively exploring potential acquisitions of all or a portion of one or more operating businesses involving the manufacture and sale of cannabidiol (CBD)-infused products such as beverages, muscle/joint rubs, oils, crystals, tinctures, bath bombs, isolate, relief balms, elixirs, body washes, med sticks, lotions, vape pens and cartridges, shatter, and gummies (a “CBD-Infused Products Company”).

 

In order to consummate a particular acquisition of a CBD-Infused Products Company, management of the Company is open-minded to the concept of also acquiring all or a portion of one or more operating businesses and/or assets that are related to such CBD-Infused Products Company, for example operating businesses and/or assets involving distilled spirits, beer, wine, hemp, paraphernalia, cannabis, tetrahydrocannabinol (THC)-infused products, and real estate. 

 

Execution of Stock Purchase Agreement to Purchase up to 19.99% of CBD-Infused Beverage Maker Ablis, and of Craft Distillers Bendistillery and Bend Spirits

 

On February 27, 2019, the Company signed a Stock Purchase Agreement to purchase up to 19.99% of the common stock of CBD-infused beverage maker Ablis Inc. (formerly Ablis LLC) (www.AblisBev.com), and of craft distillers Bendistillery Inc. d/b/a Crater Lake Spirits (www.CraterLakeSpirits.com) and Bend Spirits, Inc. (www.Bendistillery.com), Bend, Oregon, for a total of $7,596,200 in cash.

 

Founded in 1996, Bendistillery is America's most award winning craft distillery, with an outstanding reputation for producing Crater Lake Spirits brands including vodkas, gins, whiskeys, and white label brands offered through Bend Spirits.

 

Ablis is a rapidly growing leader in the exciting CBD-infused beverage industry. Ablis' all-natural, shelf-stable, GMO-free, non-alcoholic, lemon ginger, cranberry blood orange, and 0 calorie lemon water beverages target the mainstream health market and contain no THC. Ablis also manufactures and sells CBD-infused rubs, oils and crystals. Ablis' beverages are now being distributed in 11 states, online throughout the country, Puerto Rico and Guam. Also, Ablis has recently received state approval to co-brand with a local brewery in Bend to produce Oregon's first hemp CBD-infused draft beer.

 

Closing of the purchase is subject to a number of conditions, including the completion of mutually acceptable due diligence, completion of a capital raise, execution of definitive documentation, obtaining necessary third party approvals, and completion of all necessary securities filings.

 

The Company expects to close the purchase in tranches, starting with a first tranche purchase of 4.99% of the common stock of each of Ablis, Bendistillery and Bend Spirits for an aggregate purchase price of $1,896,200. The Company has raised sufficient capital through the sale of convertible preferred stock to allow the Company to close this first tranche purchase, and this first tranche purchase is expected to close during March 2019.

 

Following the expected closing of this first tranche purchase of 4.99% of the common stock of each of Ablis, Bendistillery and Bend Spirits, the Company desires to purchase up to an additional 15% of the common stock of each of Ablis, Bendistillery and Bend Spirits under the Stock Purchase Agreement, but doing so will only be possible if the Company closes on the sale of additional preferred stock or otherwise raises capital, and receives approval to do so from the Oregon Liquor Control Commission.

 

The stock purchase will make capital available for expanded off-line and online advertising, additional staff and equipment, and repayment of debt, for Bendistillery, Bend Spirits, and Ablis.

 

The management teams of Ablis, Bendistillery and Bend Spirits will continue to lead their respective companies following the closing of the transaction. Gerard M. Jacobs, CEO of the Company, will join the board of directors of each of the companies, and William C. Jacobs, CFO of the Company, will be paid quarterly by the companies in regard to financial oversight of the companies.

 

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.

 

Cash and Cash Equivalents – Cash and cash equivalents as of December 31, 2018 and 2017 included cash on-hand. Cash equivalents are considered all accounts with an original maturity date within 90 days. Cash equivalents are carried at cost.

 

Fair Value of Financial Instruments – The carrying amount of the financial instruments, which principally include cash, trade receivables, accounts payable and accrued expenses, approximates fair value due to the relative short maturity of such instruments.

 

Accounting Standards Codification (ASC) 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities 

 

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quotes prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

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, 2018 and 2017:

 

    For the Year Ended
    December 31,
    2018   2017
Net Loss   $ (220,621)     $ (80,033)  
Weighted-Average Shares Outstanding   2,369,648      2,369,648   
         
Basic and Diluted Earnings Loss per Share   $ (0.09)     $ (0.03)  

 

At December 31, 2018, there were outstanding options to purchase 1,186,132 shares of common stock at between $0.001 and $0.60 per share, (b) rights to purchase warrants to purchase 2,950,000 shares of common stock at between $0.01 and $1.85 per share, and (c) financing warrants to purchase 37,500 shares of common stock at $0.03. As of the date of this report, none of these outstanding options, rights to purchase warrants or financing warrants have been exercised into shares of common stock. However, all of them may be exercised at any time in the sole discretion of the holder except for the rights to purchase warrants to purchase 1.25 million shares of our commons stock, are not exercisable until a performance contingency is met.

 

In comparison, 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.

 

Recent Accounting Pronouncements - 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.

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, which is intended to improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. Under the new standard, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when conditions necessary to earn the right to benefit from the instruments have been satisfied. These equity-classified non-employee share-based payment awards are measured at the grant date. Consistent with the accounting for employee share-based payment awards, an entity considers the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. The new standard also eliminates the requirement to reassess classification of such awards upon vesting. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. We are currently evaluating the impact that this amendment will have on our financial statements.

 

Off Balance Sheet Arrangements – We have no off balance sheet arrangements.

Note 2 - Risks and Uncertainties
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
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 $14,005,689 as of December 31, 2018. During the year ended December 31, 2018, the Company recognized a net loss of $220,621.

 

The Company currently is a shell corporation and does not have any business or any sources 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
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
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.

Note 4 - Amounts Owed to Related Parties
12 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
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, 2018, there are expense reimbursements owed to Gerard M. Jacobs totaling $24,583. In comparison, at December 31, 2017, there were expense reimbursements owed to Gerard M. Jacobs totaling $13,841.

 

At December 31, 2018, there are independent contractor fees of $160,000 and expense reimbursements of $4,417 owed to William C. Jacobs totaling $164,417. In comparison, at December 31, 2017, there were independent contractor fees of $100,000 and expense reimbursements of $3,907 owed to William C. Jacobs totaling $103,907. William C. Jacobs is the son of Gerard M. Jacobs, Chief Executive Officer of Acquired Sales, and the nephew of director James S. Jacobs.

 

Financing Warrants – 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 December 31, 2018, a total of $30,791 has been borrowed by AQSP on such terms, and warrants to purchase 25,000 shares of common stock of AQSP have been issued to Joshua A. Bloom and warrants to purchase 12,500 shares of common stock of AQSP have been issued to Gerard M. Jacobs.

 

The warrants to purchase common stock that were issued to Joshua A. Bloom and Gerard M. Jacobs on July 16, 2018 and July 18, 2018 were valued using the Black-Scholes valuation model as of the date they were issued. The values of these warrants were fully expensed because the notes are payable upon demand. The expense recognized related to the issuance of the warrants to Joshua A. Bloom on July 16, 2018 was $3,250. Gerard M. Jacobs’ warrants were issued to him on July 18, 2018, and the expense recognized related to the issuance of these warrants was $1,300.

 

The warrants to purchase common stock that were issued to Gerard M. Jacobs on November 8, 2018, and to Joshua A. Bloom on November 12, 2018, were valued using the Black-Scholes valuation model, which incorporated the following assumptions: expected future stock volatility 465%; risk-free interest rates of 2.98% and 2.94%, respectively; dividend yield of 0% and an expected terms of 2.38 years and 2.37 years, respectively. The expected future stock volatility was based on the volatility of Acquired Sales Corp.’s historical stock prices. 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. The values of the warrants were fully expensed as of the date of issuance because they are payable upon demand. The expense recognized related to the issuance of the warrants to Gerard M. Jacobs on November 8, 2018 was $11,250. The expense recognized related to the issuance of the warrants to Joshua A. Bloom on November 12, 2018 was $21,874.

Note 5 - Shareholders' Equity
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 5 - Shareholders' Equity

NOTE 5 – SHAREHOLDERS’ EQUITY

 

Share-Based Compensation – Share-based compensation expense recognized during the years ended December 31, 2018 and 2017 was $72,500 and $0, respectively.

 

The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2018 and changes during the year then ended:

 

  Shares Weighted-Average Exercise Price (a) Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value
Outstanding, December 31, 2017 4,058,774    $ 1.29    5.59    $ 577,725   
Rights to Purchase Warrants Issued During Period 250,000         
Financing Warrants Issued During Period 37,500         
Options Expired During Period 172,642         
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, December 31, 2018 4,173,632    $ 1.16    4.95    $ 2,410,100   
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding, December 31, 2018 2,923,632    $ 0.87    4.93    $ 2,410,100   
         
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.

 

Rights to Purchase Warrants Issued During Period – On April 1, 2018, we issued to James S. Jacobs and to William C. Jacobs, an independent contractor, rights to purchase warrants, for an aggregate purchase price of $2.00, an aggregate of 250,000 shares of common stock of the Company (40,000 to James S. Jacobs, and 210,000 to William C. Jacobs), at an exercise price of $0.01 per share, such warrants to be fully vested and to be exercisable on or prior to December 31, 2024. We recorded

total stock compensation expense of $72,500 related to these rights to purchase warrants; this consists of $11,600 of stock compensation for the rights to purchase warrants issued to James S. Jacobs, and $60,900 of stock compensation for the rights to purchase warrants issued to William C. Jacobs. On October 1, 2018, William C. Jacobs assigned rights to purchase warrants to purchase 10,000 shares of common stock to a separate entity.

Note 6 - Income Taxes
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 6 - Income Taxes

NOTE 6 – INCOME TAXES

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”).  The Tax Act reduced the U.S. federal statutory tax rate, broadened the corporate tax base through the elimination or reduction of deductions, exclusions, and credits, limited the ability of U.S. corporations to deduct interest expense, and transitioned to a territorial tax system which allows for the repatriation of foreign earnings to the U.S. with a 100% federal dividends received deduction prospectively. In addition, the Tax Act required a one-time transitional tax on foreign cash equivalents and previously unremitted earnings. Several of the new provisions enacted as part of the Tax Act require clarification and guidance from the U.S. Internal Revenue Service (“IRS”) and Treasury Department. These or other changes in U.S. tax laws could impact our profits, effective tax rate, and cash flows.

 

During the years ended December 31, 2018 and 2017, 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, 2018, the Company has U.S. Federal net operating loss carry forwards of $2,115,050 that will expire in 2030 through 2034 if not used by those dates.

 

As of December 31, 2018, 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, 2013 through 2017. 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,
      2018 2017
Tax expenses (benefit) at statutory rate (21%) $ (46,330)   $ (27,211)  
State tax benefit, net of federal benefit $ -    (2,641)  
Non-deductible expenses   $ 276    40   
Revision of prior years' deferred tax assets $ (30,034)   67,252   
Change in valuation allowance   $ (1,488,585)   (37,439)  
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, 2018 and 2017 were as follows:

 

    December 31,
    2018 2017
Operating loss carry forwards     $ 428,393      $ 676,116   
Stock-based compensation     1,633,366      2,874,127   
Other     131      233   
Less: Valuation allowance     (2,061,891)     (3,550,475)  
Net Deferred Income Tax Asset   $ -    $ -   

 

The deferred tax asset valuation allowance decreased by $1,488,585 and $37,439 during the years ended December 31, 2018 and 2017, respectively.

Note 7 - Contingent Contractual Obligations and Commercial Commitments
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 7 - Contingent Contractual Obligations and Commercial Commitments

NOTE 7 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

 

The Board of Directors of the Company has committed to pay compensation to Gerard M. Jacobs, our Chief Executive Officer, as an inducement to him to introduce attractive acquisitions to the Company. The amount of the compensation will be 10% of the consideration paid by the Company to acquire equity ownership interests in target companies. The timing and structure of such compensation is currently expected to be determined pursuant to negotiations to be held between Gerard M. Jacobs and the chairman of the Compensation Committee of the Board of Directors.

Note 8 - Subsequent Events
12 Months Ended
Dec. 31, 2018
Subsequent Events [Abstract]  
Note 8 - Subsequent Events

NOTE 8 – SUBSEQUENT EVENTS

 

Additional Borrowings in Exchange for Notes, Accrued Interest and Financing Warrants

 

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. During the year ended December 31, 2018, $30,791 was borrowed on these terms. Following the end of the period ended December 31, 2018, a total of $14,772 has been borrowed by AQSP on such terms.

 

Signing of a Definitive Stock Purchase Agreement with Ablis, Bendistillery and Bend Spirits

 

On February 27, 2019, the Company signed a definitive Stock Purchase Agreement (the "SPA") with Ablis, Bendistillery, Bend Spirits, Bendis Homes Pinehurst, LLC, James A. Bendis, Alan T. Dietrich, Gerard M. Jacobs and William C. "Jake" Jacobs to purchase 4.99% of the common stock of Ablis for $399,200 in cash, to purchase 4.99% of the common stock of Bendistillery for $1,347,300 in cash, and to purchase 4.99% of the common stock of Bend Spirits for $149,700 in cash. The purchases are expected to close during March 2019. Under the SPA the Company will have the right to purchase up to an additional 15% of the common stock of each of Ablis, Bendistillery and Bend Spirits.

 

Acceptance of Subscriptions From Accredited Investors to Purchase Newly Issued Series A Convertible Preferred Stock

 

On February 27, 2019, the Company accepted subscriptions from accredited investors to purchase 23,400 shares of newly issued Series A Convertible Preferred Stock ("Preferred Stock") for an aggregate purchase price of $2,340,000 in cash. These 23,400 shares of Preferred Stock are convertible at the option of the holders into 2,340,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. The Company has committed to file a registration statement covering the shares of newly issued common stock of the Company into which the Preferred Stock can be converted (the "Registration Statement"). The Preferred Stock will receive an annual dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Preferred Stock.

 

Newly Elected Director of the Company: Thomas W. Hines, CPA CFA

 

Thomas W. Hines, CPA CFA, a Vice President of Lowery Asset Consulting in Chicago, has been elected to serve as a Director of the Company.

 

William C. "Jake" Jacobs, CPA: Elected to serve as the President, Chief Financial Officer and Treasurer of the Company

 

William C. "Jake" Jacobs, CPA, the son of our Company's Chief Executive Officer Gerard M. Jacobs, has been elected to serve as the President, Chief Financial Officer and Treasurer of the Company. Gerard M. Jacobs will remain as the Company's Chairman, Chief Executive Officer and Secretary.

 

Establishment of an Investment Committee

 

The Board of Directors of the Company has voted to establish an Investment Committee, the initial members of which will be Gerard M. Jacobs, William C. "Jake" Jacobs, CPA, and Thomas W. Hines, CPA CFA. Future acquisitions by the Company of direct equity ownership interests in any entity other than Ablis, Bendistillery and Bend Spirits will be subject to unanimous approval by such Investment Committee and to majority approval by the Board of Directors of the Company, provided that the requirement of unanimous approval by such Investment Committee will be terminated if the investors in the Preferred Stock no longer hold 25% or more of their investment in the form of Preferred Stock or common stock of the Company following conversion, or if the Company's common stock has closed at $10.00 per share or higher for 20 consecutive trading days and there have been on average at least 50,000 shares traded on each of those 20 consecutive trading days, or if 84 months have passed since the first date that the Registration Statement is effective.

Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2018
Policy Text Block [Abstract]  
Basis of Presentation

Basis of Presentation – Acquired Sales Corp. (hereinafter sometimes referred to as “Acquired Sales”, the “Company”,

Basis of Presentation – Acquired Sales Corp. (hereinafter sometimes referred to as “Acquired Sales”, the “Company”, “AQSP”, “Acquired”, the “Company”, “we”, “us”, “our”, etc.) was organized under the laws of the State of Nevada on January 2, 1986.

 

The Company currently is a shell corporation and does not currently have any business or any sources of revenue.

 

The Company wants to acquire all or a portion of one or more operating businesses.

 

Management of the Company currently is exclusively exploring potential acquisitions of all or a portion of one or more operating businesses involving the manufacture and sale of cannabidiol (CBD)-infused products such as beverages, muscle/joint rubs, oils, crystals, tinctures, bath bombs, isolate, relief balms, elixirs, body washes, med sticks, lotions, vape pens and cartridges, shatter, and gummies (a “CBD-Infused Products Company”).

 

In order to consummate a particular acquisition of a CBD-Infused Products Company, management of the Company is open-minded to the concept of also acquiring all or a portion of one or more operating businesses and/or assets that are related to such CBD-Infused Products Company, for example operating businesses and/or assets involving distilled spirits, beer, wine, hemp, paraphernalia, cannabis, tetrahydrocannabinol (THC)-infused products, and real estate. 

 

Execution of Stock Purchase Agreement to Purchase up to 19.99% of CBD-Infused Beverage Maker Ablis, and of Craft Distillers Bendistillery and Bend Spirits

 

On February 27, 2019, the Company signed a Stock Purchase Agreement to purchase up to 19.99% of the common stock of CBD-infused beverage maker Ablis Inc. (formerly Ablis LLC) (www.AblisBev.com), and of craft distillers Bendistillery Inc. d/b/a Crater Lake Spirits (www.CraterLakeSpirits.com) and Bend Spirits, Inc. (www.Bendistillery.com), Bend, Oregon, for a total of $7,596,200 in cash.

 

Founded in 1996, Bendistillery is America's most award winning craft distillery, with an outstanding reputation for producing Crater Lake Spirits brands including vodkas, gins, whiskeys, and white label brands offered through Bend Spirits.

 

Ablis is a rapidly growing leader in the exciting CBD-infused beverage industry. Ablis' all-natural, shelf-stable, GMO-free, non-alcoholic, lemon ginger, cranberry blood orange, and 0 calorie lemon water beverages target the mainstream health market and contain no THC. Ablis also manufactures and sells CBD-infused rubs, oils and crystals. Ablis' beverages are now being distributed in 11 states, online throughout the country, Puerto Rico and Guam. Also, Ablis has recently received state approval to co-brand with a local brewery in Bend to produce Oregon's first hemp CBD-infused draft beer.

 

Closing of the purchase is subject to a number of conditions, including the completion of mutually acceptable due diligence, completion of a capital raise, execution of definitive documentation, obtaining necessary third party approvals, and completion of all necessary securities filings.

 

The Company expects to close the purchase in tranches, starting with a first tranche purchase of 4.99% of the common stock of each of Ablis, Bendistillery and Bend Spirits for an aggregate purchase price of $1,896,200. The Company has raised sufficient capital through the sale of convertible preferred stock to allow the Company to close this first tranche purchase, and this first tranche purchase is expected to close during March 2019.

 

Following the expected closing of this first tranche purchase of 4.99% of the common stock of each of Ablis, Bendistillery and Bend Spirits, the Company desires to purchase up to an additional 15% of the common stock of each of Ablis, Bendistillery and Bend Spirits under the Stock Purchase Agreement, but doing so will only be possible if the Company closes on the sale of additional preferred stock or otherwise raises capital, and receives approval to do so from the Oregon Liquor Control Commission.

 

The stock purchase will make capital available for expanded off-line and online advertising, additional staff and equipment, and repayment of debt, for Bendistillery, Bend Spirits, and Ablis.

 

The management teams of Ablis, Bendistillery and Bend Spirits will continue to lead their respective companies following the closing of the transaction. Gerard M. Jacobs, CEO of the Company, will join the board of directors of each of the companies, and William C. Jacobs, CFO of the Company, will be paid quarterly by the companies in regard to financial oversight of the companies.

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.

Cash and Cash Equivalents

Cash and Cash Equivalents – Cash and cash equivalents as of December 31, 2018 and 2017 included cash on-hand. Cash equivalents are considered all accounts with an original maturity date within 90 days. Cash equivalents are carried at cost.

Fair Value of Financial Instruments

Fair Value of Financial Instruments – The carrying amount of the financial instruments, which principally include cash, trade receivables, accounts payable and accrued expenses, approximates fair value due to the relative short maturity of such instruments.

 

Accounting Standards Codification (ASC) 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities 

 

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quotes prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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, 2018 and 2017:

 

    For the Year Ended
    December 31,
    2018   2017
Net Loss   $ (220,621)     $ (80,033)  
Weighted-Average Shares Outstanding   2,369,648      2,369,648   
         
Basic and Diluted Earnings Loss per Share   $ (0.09)     $ (0.03)  

 

At December 31, 2018, there were outstanding options to purchase 1,186,132 shares of common stock at between $0.001 and $0.60 per share, (b) rights to purchase warrants to purchase 2,950,000 shares of common stock at between $0.01 and $1.85 per share, and (c) financing warrants to purchase 37,500 shares of common stock at $0.03. As of the date of this report, none of these outstanding options, rights to purchase warrants or financing warrants have been exercised into shares of common stock. However, all of them may be exercised at any time in the sole discretion of the holder except for the rights to purchase warrants to purchase 1.25 million shares of our commons stock, are not exercisable until a performance contingency is met.

 

In comparison, 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.

Recent Accounting Pronouncements

Recent Accounting Pronouncements - 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.

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, which is intended to improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. Under the new standard, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when conditions necessary to earn the right to benefit from the instruments have been satisfied. These equity-classified non-employee share-based payment awards are measured at the grant date. Consistent with the accounting for employee share-based payment awards, an entity considers the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. The new standard also eliminates the requirement to reassess classification of such awards upon vesting. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. We are currently evaluating the impact that this amendment will have on our financial statements.

Off Balance Sheet Arrangements

Off Balance Sheet Arrangements – We have no off balance sheet arrangements.

Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)
12 Months Ended
Dec. 31, 2018
Table Text Block Supplement [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted

The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2018 and 2017:

 

    For the Year Ended
    December 31,
    2018   2017
Net Loss   $ (220,621)     $ (80,033)  
Weighted-Average Shares Outstanding   2,369,648      2,369,648   
         
Basic and Diluted Earnings Loss per Share   $ (0.09)     $ (0.03)  
Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)
12 Months Ended
Dec. 31, 2018
Table Text Block Supplement [Abstract]  
Schedule of Share-based Compensation, Stock Options and Warrant Activity

The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2018 and changes during the year then ended:

 

  Shares Weighted-Average Exercise Price (a) Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value
Outstanding, December 31, 2017 4,058,774    $ 1.29    5.59    $ 577,725   
Issued During Period 250,000         
Expired During Period 172,642         
Outstanding, September 30, 2018 4,136,132    $ 1.17    4.96    $ 2,356,475   
Exercisable, September 30, 2018 2,886,132    $ 0.88    4.93    $ 2,356,475   

 

Note:

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

Note 6 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)
12 Months Ended
Dec. 31, 2018
Table Text Block Supplement [Abstract]  
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,
      2018 2017
Tax expenses (benefit) at statutory rate (21%) $ (46,330)   $ (27,211)  
State tax benefit, net of federal benefit $ -    (2,641)  
Non-deductible expenses   $ 276    40   
Revision of prior years' deferred tax assets $ (30,034)   67,252   
Change in valuation allowance   $ (1,488,585)   (37,439)  
Provision for Income Taxes   $ -    $ -   
Note 6 - Income Taxes: Schedule of Deferred Tax Assets (Tables)
12 Months Ended
Dec. 31, 2018
Table Text Block Supplement [Abstract]  
Schedule of Deferred Tax Assets

The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2018 and 2017 were as follows:

 

    December 31,
    2018 2017
Operating loss carry forwards     $ 428,393      $ 676,116   
Stock-based compensation     1,633,366      2,874,127   
Other     131      233   
Less: Valuation allowance     (2,061,891)     (3,550,475)  
Net Deferred Income Tax Asset   $ -    $ -   
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, 2018
Dec. 31, 2017
Text Block [Abstract]    
Net Loss $ (220,621) $ (80,033)
Weighted Average Shares Outstanding 2,369,648 2,369,648
Basic and Diluted Earnings Loss per Share $ (0.09) $ (0.03)
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Stock Option    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 1,186,132 1,358,774
Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 2,950,000 2,700,000
Financing Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 37,500  
Note 2 - Risks and Uncertainties (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Text Block [Abstract]    
Accumulated deficit $ (14,005,689) $ (13,785,068)
Net Loss $ (220,621) $ (80,033)
Note 3 - Notes Receivable (Details) - USD ($)
1 Months Ended 7 Months Ended 12 Months Ended
Sep. 01, 2015
Jul. 31, 2015
Jul. 31, 2016
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2015
Dec. 31, 2016
Jul. 14, 2015
Bad debt expense       $ 0 $ 835,277      
Secured Promissory Note | William Noyes Webster Foundation Inc                
Debt Instrument, Face Amount               $ 1,500,000
Note receivable payment   $ 602,500 $ 135,350          
Advances   600,000            
Note Receivable             $ 737,850  
Debt Instrument, Interest Rate, Stated Percentage             12.50%  
Bad debt expense $ 737,850              
Secured Promissory Note | One-Seven LLC                
Note receivable payment           $ 25,000    
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 {1} | William Noyes Webster Foundation Inc                
Bad debt expense $ 97,427              
Payment To Consultant | Secured Promissory Note | William Noyes Webster Foundation Inc                
Advances   $ 2,500            
Unfunded Portion of Note | Secured Promissory Note | William Noyes Webster Foundation Inc                
Debt Instrument, Face Amount               $ 897,500
Note 4 - Amounts Owed To Related Parties (Details) - USD ($)
1 Months Ended 12 Months Ended
Nov. 12, 2018
Nov. 08, 2018
Jul. 13, 2018
Jul. 23, 2018
Jul. 18, 2018
Jul. 16, 2018
Dec. 31, 2018
Dec. 31, 2017
Jun. 21, 2016
Debt Instrument, Payment 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.          
Long-term Debt, Gross             $ 30,791    
Issuance of warrants to purchase common stock             37,673    
Gerard M. Jacobs                  
Due to Other Related Parties, Current                 $ 4,000
Due to Related Parties, Current             $ 24,583 $ 13,841  
Volatility rate             465.00%    
Risk-free interest rates             2.98%    
Dividend yield             0.00%    
Expected terms             2 years 4 months 17 days    
Joshua A. Bloom                  
Volatility rate             465.00%    
Risk-free interest rates             2.94%    
Dividend yield             0.00%    
Expected terms             2 years 4 months 13 days    
William C. Jacobs                  
Due to Related Parties, Current             $ 164,417 103,907  
William C. Jacobs | Independent contractor fees                  
Due to Related Parties, Current             160,000 100,000  
William C. Jacobs | Expense reimbursements                  
Due to Related Parties, Current             4,417 $ 3,907  
Warrant 1 | Gerard M. Jacobs                  
Warrants issued         12,500        
Issuance of warrants to purchase common stock   $ 11,250     $ 1,300        
Warrant 1 | Joshua A. Bloom                  
Warrants issued           25,000      
Issuance of warrants to purchase common stock $ 21,874         $ 3,250      
Financing warrants                  
Debt Instrument, Payment 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.            
Long-term Debt, Gross             $ 30,791    
Note 5 - Shareholders' Equity (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Apr. 01, 2018
Stock compensation expense $ 72,500 $ 0  
Class of Warrant, Outstanding     250,000
Purchase price per share     $ 2.00
William C. Jacobs      
Class of Warrant, Outstanding     210,000
Class of Warrant, Exercise Price of Warrants     $ 0.01
James S. Jacobs      
Stock compensation expense 11,600    
Class of Warrant, Outstanding     40,000
Class of Warrant, Exercise Price of Warrants     $ 0.01
Joshua A. Bloom      
Stock compensation expense $ 60,900    
Purchase of warrants 10,000    
Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Text Block [Abstract]    
Options, Outstanding, Beginning Balance 4,058,774  
Rights to Purchase Warrants Issued During Period 250,000  
Financing Warrants Issued During Period 37,500  
Shares, expired 172,642  
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Ending Balance 4,173,632 4,058,774
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding 2,923,632  
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Exercise Price, Beginning Balance $ 1.29  
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Exercise Price, Ending Balance 1.17 $ 1.29
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price $ 0.87  
Options, Outstanding, Weighted Average Remaining Term 4 years 11 months 12 days 5 years 7 months 2 days
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Remaining Term 4 years 11 months 4 days  
Options, Outstanding, Intrinsic Value, Beginning Balance $ 577,725  
Options, Outstanding, Intrinsic Value, Ending Balance 2,410,100 $ 577,725
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value $ 2,410,100  
Note 6 - Income Taxes (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Net Operating Loss Carryforwards $ 2,115,050  
Valuation Allowance, Deferred Tax Asset, Decrease Amount $ 1,488,585 $ 37,439
Minimum    
Operating Loss Carryforwards, Expiration Date Dec. 31, 2030  
Maximum    
Operating Loss Carryforwards, Expiration Date Dec. 31, 2034  
Note 6 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Text Block [Abstract]    
Tax expenses (benefit) at statutory rate (42%) $ (46,330) $ (27,211)
State tax benefit, net of federal benefit 0 (2,641)
Non-deductible expenses 276 40
Revision of prior years' deferred tax assets (30,034) 67,252
Change in valuation allowance (1,488,585) (37,439)
Provision for Income Taxes $ 0 $ 0
Note 6 - Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Text Block [Abstract]    
Operating loss carry forwards $ 428,393 $ 676,116
Stock-based compensation 1,633,366 2,874,127
Other 131 233
Less: Valuation allowance (2,061,891) (3,550,475)
Net Deferred Income Tax Asset $ 0 $ 0
Note 7 - Contingent Contractual Obligations and Commercial Commitments (Details)
12 Months Ended
Dec. 31, 2018
Text Block [Abstract]  
Commitments description The amount of the compensation will be 10% of the consideration paid by the Company to acquire equity ownership interests in target companies.
Note 8 - Subsequent Events (Details)
1 Months Ended 12 Months Ended
Feb. 27, 2019
USD ($)
Jul. 23, 2018
Dec. 31, 2018
USD ($)
Debt Instrument, Payment 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.  
Long Term Debt, Gross     $ 30,791
Loan Increase     $ 14,772
Subsequent Event | Accredited Investors      
Acceptance of Subscriptions Description On February 27, 2019, the Company accepted subscriptions from accredited investors to purchase 23,400 shares of newly issued Series A Convertible Preferred Stock ("Preferred Stock") for an aggregate purchase price of $2,340,000 in cash. These 23,400 shares of Preferred Stock are convertible at the option of the holders into 2,340,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company.    
Stock Purchase Agreement | Subsequent Event | Ablis      
Percntage of common stock purchase 0.0499    
Common stock issued for cash $ 399,200    
Stock Purchase Agreement | Subsequent Event | Bendistillery      
Percntage of common stock purchase 0.0499    
Common stock issued for cash $ 347,300    
Stock Purchase Agreement | Subsequent Event | Bend Spirits      
Percntage of common stock purchase 0.0499    
Common stock issued for cash $ 149,700