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Document and Entity Information - shares
9 Months Ended
Sep. 30, 2019
Nov. 15, 2019
Document and Entity Information:    
Registrant Name ACQUIRED SALES CORP.  
Registrant CIK 0001391135  
SEC Form 10-Q  
Period End date Sep. 30, 2019  
Fiscal Year End --12-31  
Tax Identification Number (TIN) 87-0479286  
Number of common stock shares outstanding   2,726,669
Filer Category Non-accelerated Filer  
Entity's Reporting Status Current Yes  
Entity Small Business true  
Emerging Growth Company false  
Amendment Flag false  
Entity Shell Company false  
Entity Interactive Data Current Yes  
Entity File Number 000-52102  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q3  
Entity Incorporation, State Country Code NV  
Entity Address, Address Line One 31 N. Suffolk Lane, Lake Forest, Illinois  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60045  
City Area Code 847  
Local Phone Number 915-2446  
CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($)
Sep. 30, 2019
Dec. 31, 2018
Current Assets    
Cash and Cash Equivalents $ 4,358,556 $ 0
Prepaid Expenses 833 0
Total Current Assets 4,359,389 0
Investment in Ablis 399,200 0
Investment in Bendistillery and Bend Spirits 1,497,000 0
Note Receivable from CBD LION 300,000 0
Total Assets 6,555,589 0
Accounts Payable - Related Party    
Accounts Payable - Related Party - Payable to William C. Jacobs 0 164,417
Accounts Payable - Related Party - Payable to Gerard M. Jacobs 0 24,583
Accounts Payable - Related Party - Payable to Other Related Party 0 4,000
Accounts Payable - Related Party 0 193,000
Trade Accounts Payable 6,985 113,450
Notes Payable - Payable to Joshua A. Bloom 0 20,025
Notes Payable - Payable to Gerard M. Jacobs 0 10,766
Notes Payable - Related Party 0 30,791
Interest - Payable to Joshua A. Bloom 0 914
Interest - Payable to Gerard M. Jacobs 0 467
Interest Payable - Related Party 0 1,381
Preferred Stock Dividends Payable    
Series A Convertible Preferred Stock Dividends Payable 94,997 0
Series B Convertible Preferred Stock Dividends Payable 2,232 0
Preferred Stock Dividends Payable 97,229 0
Total Current Liabilities 104,214 338,622
Commitments and Contingencies 0 0
Shareholders' Equity    
Preferred stock 156 0
Common Stock, $0.001 par value; 100,000,000 shares authorized; 2,726,669 and 2,369,648 shares outstanding at September 30, 2019 and December 31, 2018, respectively 2,727 2,370
Additional paid-in capital 21,639,131 13,664,697
Accumulated Deficit (15,190,639) (14,005,689)
Total Shareholders' Equity (Deficit) 6,451,375 (338,622)
Total Liabilities and Shareholders' Equity $ 6,555,589 $ 0
CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares
Sep. 30, 2019
Dec. 31, 2018
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 10,000,000 10,000,000
Common Stock, par or stated value $ 0.001 $ 0.001
Common Stock, shares authorized 100,000,000 100,000,000
Common Stock, shares outstanding 2,726,669 2,369,648
Series A Convertible Preferred Stock    
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 400,000 400,000
Preferred Stock, shares issued 66,150 0
Preferred Stock, shares outstanding 66,150 0
Series B Convertible Preferred Stock    
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 5,000,000 5,000,000
Preferred Stock, shares issued 90,000 0
Preferred Stock, shares outstanding 90,000 0
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Income Statement [Abstract]        
Selling, General and Administrative Expense $ (61,697) $ (16,549) $ (132,919) $ (50,123)
Stock Compensation Expense (37,961) 0 (872,147) (72,500)
Professional Fees (52,142) (13,237) (97,112) (18,632)
Loss From Operations (151,800) (29,786) (1,102,178) (141,255)
Other Income        
Gain on Settlement 0 0 29,196 0
Interest Income 5,334 0 13,259 0
Interest Expense 0 (5,021) (27,998) (5,021)
Total Other Income 5,334 (5,021) 14,457 (5,021)
Loss Before Provision for Income Taxes (146,466) (34,807) (1,087,721) (146,276)
Provision for Income Taxes 0 0 0 0
Net Loss $ (146,466) $ (34,807) $ (1,087,721) $ (146,276)
Basic and Diluted Earnings Net Loss per Share $ (0.06) $ (0.01) $ (0.43) $ (0.06)
Basic and Diluted Weighted Average Number of Common Shares Outstanding: 2,597,302 2,369,648 2,527,576 2,369,648
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($)
Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2017 $ 2,370 $ 13,554,524 $ (13,785,068) $ (228,174)
Shares, Outstanding, Beginning Balance at Dec. 31, 2017 2,369,648      
Net Loss       (20,068) (20,068)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2018 $ 2,370 13,554,524 (13,805,136) (248,242)
Shares, Outstanding, Ending Balance at Mar. 31, 2018 2,369,648      
Stock Compensation Expense     72,500   72,500
Net Loss       (91,401) (91,401)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2018 $ 2,370 13,627,024 (13,896,537) (267,143)
Shares, Outstanding, Ending Balance at Jun. 30, 2018 2,369,648      
Issuance of warrants to purchase common stock     4,550   4,550
Net Loss       (34,807) (34,807)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2018 $ 2,370 13,631,574 (13,931,344) (297,400)
Shares, Outstanding, Ending Balance at Sep. 30, 2018 2,369,648      
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2018 $ 2,370 13,664,697 (14,005,689) (338,622)
Shares, Outstanding, Beginning Balance at Dec. 31, 2018 2,369,648      
Exercise of rights to purchase warrants to purchase shares of common stock, Amount   $ 210 1,892   2,102
Exercise of rights to purchase warrants to purchase shares of common stock, Shares   210,000      
Issuance of warrants to purchase common stock     26,773   26,773
Issuance of Series A Convertible Preferred Stock for cash, Amount $ 30   2,989,970   2,990,000
Issuance of Series A Convertible Preferred Stock for cash, Shares 29,900        
Series A Preferred Stock dividend payable       (18,552) (18,552)
Net Loss       (44,440) (44,440)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2019 $ 30 $ 2,580 16,683,332 (14,068,681) 2,617,261
Shares, Outstanding, Ending Balance at Mar. 31, 2019 29,900 2,579,648      
Issuance of Series A Convertible Preferred Stock for cash, Amount $ 36   3,624,964   3,625,000
Issuance of Series A Convertible Preferred Stock for cash, Shares 36,250        
Series A Preferred Stock dividend payable       (26,425) (26,425)
Stock Compensation Expense     834,186   834,186
Net Loss       (896,815) (896,815)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2019 $ 66 $ 2,580 21,142,482 (14,991,921) 6,153,207
Shares, Outstanding, Ending Balance at Jun. 30, 2019 66,150 2,579,648      
Exercise of warrants, Amount   $ 147 8,778   8,925
Exercise of warrants, Shares   147,021      
Issuance of Series B Convertible Preferred Stock for cash, Amount $ 90   449,910   450,000
Issuance of Series B Convertible Preferred Stock for cash, Shares 90,000        
Series A Preferred Stock dividend payable       (50,020) (50,020)
Series B Preferred Stock dividend payable       (2,232) (2,232)
Stock Compensation Expense     37,961   37,961
Net Loss       (146,466) (146,466)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2019 $ 156 $ 2,727 $ 21,639,131 $ (15,190,639) $ 6,451,375
Shares, Outstanding, Ending Balance at Sep. 30, 2019 156,150 2,726,669      
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($)
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Cash Flows From Operating Activities    
Net Loss $ (1,087,721) $ (146,276)
Adjustments to Reconcile Loss to Net Cash Used in Operating Activities:    
Financing Cost - Issuance of Warrants to Purchase Common Stock 26,773 4,550
Stock Compensation Expense 872,147 72,500
Changes in Operating Assets and Liabilities:    
Prepaid Expenses (833) 0
Accounts Payable to Related Parties (191,776) 50,075
Trade Accounts Payable (106,465) 3,889
Net Cash Used in Operating Activities (487,875) (15,262)
Cash Flows From Investing Activities    
Investment in Ablis (399,200) 0
Investment in Bendistillery and Bend Spirits (1,497,000) 0
Note Receivable From CBD Lion (300,000) 0
Net Cash Used in Investing Activities (2,196,200) 0
Cash Flows From Financing Activities    
Financing Cost - Proceeds From Borrowing Under Notes Payable to Related Parties 14,772 14,791
Financing Cost - Repayment of Borrowings Under Notes Payable to Related Parties (45,562) 0
Financing Cost - Repayment of Interest Payable to Related Parties (2,606) 0
Financing Cost - Interest Payable to Related Parties 0 471
Exercise of Warrants 11,027 0
Issuance of Series A Convertible Preferred Stock 6,615,000 0
Issuance of Series B Convertible Preferred Stock 450,000 0
Net Cash Provided by Financing Activities 7,042,631 15,262
Net Increase/(Decrease) in Cash 4,358,556 0
Cash and Cash Equivalents at Beginning of Year 0 0
Cash and Cash Equivalents at End of Year 4,358,556 0
Supplemental Cash Flow Information    
Cash paid for interest 2,606 0
Cash paid for income taxes $ 0 $ 0
Note 1 - Description Of The Business Of Acquired Sales Corp.
9 Months Ended
Sep. 30, 2019
Accounting Policies [Abstract]  
Note 1 - Description Of The Business Of Acquired Sales Corp.

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

 

Acquired Sales Corp. (hereinafter sometimes referred to as “Acquired Sales”, 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 does not currently have any business or any sources of revenue.

 

For the past many years, the Company’s stated objective has been to acquire all or a portion of one or more operating businesses. In the past year, the Company has been 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, tinctures, bath bombs, isolate, relief balms, elixirs, body washes, med sticks, lotions, vape pens, vape cartridges, shatter, gummies, pet food, soap and edibles (a “CBD-Infused Products Company”). In order to consummate or to enhance 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 or that enhance such CBD-Infused Products Company, for example operating businesses and/or assets involving distilled spirits, beer, wine, hemp growing, hemp processing/extraction, paraphernalia, cannabis, tetrahydrocannabinol (THC)-infused products, marijuana growing, marijuana dispensaries, and real estate. The Company has entered into agreements with a number of operating business to acquire some or all of the businesses.

 

Merger Agreement – CBD Lion LLC

 

On August 15, 2019, the Company, along with GJacobs and WJacobs, entered into an Agreement and Plan of Merger ("Merger Agreement") with CBD Lion LLC (“Lion”) and its owners to, subject to a number of conditions, acquire 100% of the ownership of Lion in a merger (the “Merger”). On November 14, 2019, the Company terminated the Merger Agreement with Lion. See Note 9 “Subsequent Events”.

 

Letter of Intent – Warrender Enterprise Inc. d/b/a Lifted Liquids

 

On May 23, 2019, the Company entered into a Letter of Intent with Warrender Enterprise Inc. d/b/a Lifted Liquids (“Lifted”), and its owner Nicholas S. Warrender to, subject to a number of conditions, acquire 100% of the ownership of Lifted. The consideration to be paid by the Company in the proposed purchase of Lifted is (i) cash in the amount of $7,500,000; and (ii) equity in the amount of 4,545,455 shares of the Company’s common stock (“Stock Consideration”). In the event that the acquisition of Lifted occurs, Warrender shall, subject to certain conditions, enjoy so-called “piggyback registration rights” in regard to the Stock Consideration, and provided further that Warrender shall enjoy so-called "demand registration rights" in regard to the Stock Consideration if no piggyback registration statement is filed with the SEC within 120 days following the closing of the proposed acquisition.

 

Closing of the acquisition of Lifted is subject to a number of conditions, including but not limited to the completion of a due diligence investigation of Lifted by the Company that is acceptable to the Company, completion of a capital raise by us of at least $9 million, completion of an audit of Lifted acceptable to the Company, execution of definitive acquisition documents, execution of an employment agreement with Nicholas S. Warrender, obtaining necessary third-party approvals, including a tax opinion to be provided by Lifted’s tax counsel indicating that the proposed acquisition will qualify as a tax-free merger, execution of a shareholders agreement among GJacobs, WJacobs, Nicholas S. Warrender and Erik S. Lundgren, and completion of all necessary securities filings. In the event that most of the foregoing conditions are met, as detailed in the Letter of Intent, prior to the closing of the proposed acquisition, but only if the Company is requested by Lifted in writing to do so, the Company will make a $300,000 loan to Lifted to be used by Lifted exclusively for growth capital.

 

The Company is currently engaged in due diligence of Lifted, Lifted’s financial statements are currently being audited and the Company is negotiating a definitive merger agreement for the proposed acquisition. The Letter of Intent is subject to termination if (i) no audit of Lifted satisfactory to the Company has been delivered by September 30, 2019; (ii) the Company fails to raise $9 million by October 31, 2019; or (iii) the proposed acquisition has not closed by November 30, 2019 (or such other date as mutually agreed by the parties).

 

The Letter of Intent contains customary provisions prohibiting Lifted from soliciting or encouraging any other acquisition proposal or entering into any negotiations or agreements for an alternative acquisition transaction prior to the termination of the Letter of Intent.

 

In the event that the proposed acquisition of Lifted is completed, the Letter of Intent requires that Lifted shall operate as a wholly-owned subsidiary of the Company under the Lifted brand, led by Nicholas S. Warrender as Lifted’s CEO.

 

The terms of the proposed Lifted Liquids transaction must be set forth in a definitive agreement. There are no assurances that the Company will be successful in negotiating an acceptable definitive agreement, when or whether a definitive agreement will be reached between the parties, or that the proposed acquisition will be consummated. Even if a definitive agreement is executed, the terms of the proposed acquisition may change materially from the terms set forth in the Letter of Intent. There will be many conditions to closing, many of which are outside of the parties’ control and the Company cannot predict whether these conditions will be satisfied. There are no assurances when or if closing will occur, even if the parties successfully negotiate and sign a definitive agreement.

 

Acceptance of Subscriptions From Accredited Investors to Purchase Newly Issued Series A Convertible Preferred Stock (“Series A Preferred Stock”)

 

Between February 27, 2019 and May 13, 2019, the Company accepted subscriptions from accredited investors to purchase 66,150 shares of newly issued Series A Preferred Stock for an aggregate purchase price of $6,615,000 in cash. These 66,150 shares of Series A Preferred Stock are convertible at the option of the holders into 6,615,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. The Company has covenanted to file a registration statement covering the shares of newly issued common stock of the Company into which the Series A Preferred Stock can be converted (the "Registration Statement"). The Series A 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 Series A Preferred Stock.

 

Acceptance of Subscriptions From Accredited Investors to Purchase Newly Issued Series B Convertible Preferred Stock (“Series B Preferred Stock”)

 

On June 28, 2019, the Company commenced a private placement to accredited investors, offering to sell up to 5,000,000 shares of Series B Preferred Stock convertible into 5,000,000 shares of our common stock at an exercise price of $5.00 per share. As of the date of this report, the Company has accepted subscriptions from three accredited investors to purchase 90,000 shares of Series B

Preferred Stock for an aggregate purchase price of $450,000 in cash, convertible at the option of the holder into 90,000 shares of newly issued common stock of the Company, or $5.00 per share of common stock of the Company.

 

Stock Sale and Purchase Agreement - Ablis Holding Company

 

On April 30, 2019, the Company entered into a Stock Sale and Purchase Agreement with Ablis Holding Company, an Oregon corporation (“Ablis HC”), Ablis, Inc., an Oregon corporation (“Ablis”), and James A. Bendis (“Bendis”) wherein the Company

paid $399,200 for a post transaction 4.99% ownership of Ablis HC’s equity. Ablis HC is in the business of manufacturing and sale of CBD-infused beverages, and CBD-infused products. The Stock Sale and Purchase Agreement requires that Ablis HC use a portion of the purchase proceeds to pay off at least $381,000 of its liabilities.

 

The Stock Sale and Purchase Agreement also sets out terms for an additional equity purchase of Ablis HC such that the Company may purchase up to an additional 15% of Ablis HC for $1,200,000 so that the Company would then own 19.99% of the ownership equity of Ablis HC. However, the option to purchase the additional equity in the company expired on July 31, 2019. As a result, the Company does not have a contractual right to purchase any more of Ablis HC than 4.99%.

 

The terms of the Stock Sale and Purchase Agreement entitle Gerard M. Jacobs (“GJacobs”), CEO of the Company, to be a member of the board of directors of Ablis HC and entitles William C. Jacobs (“WJacobs), President and CFO of the Company, to be provided with access to financial information and grants WJacobs financial oversight functions over Ablis HC. It further allows WJacobs the right to provide consulting/advisory services. WJacobs’ reasonable expenses will be covered by Ablis HC. The Stock Sale and Purchase Agreement also requires that GJacobs and WJacobs be introduced to the owners of Ablis’ CBD isolate suppliers, and any other companies in the hemp, CBD and cannabis industries with whom Ablis HC and/or Bendis have relationships, and whom may potentially be interested in entering into a stock sale or merger with the Company.

 

The Stock Sale and Purchase Agreement requires that Ablis HC evaluate and seriously consider a sale of Ablis HC or taking Ablis HC public within 60 months from April 30, 2019 and that it use commercially reasonable best efforts, to close a mutually acceptable alternative exit opportunity for the Company within 72 months from April 30, 2019.

 

Stock Purchase Agreement Bendistillery Inc. and Bend Spirits

 

On April 30, 2019, the Company, GJacobs, and WJacobs entered into a Stock Purchase Agreement with Bendistillery Inc., an Oregon corporation (“Bendistillery”), Bend Spirits, Inc., an Oregon corporation (“Bend Spirits”), Bendis Homes Pinehurst, LLC, an Oregon limited liability company (“Landowner”), Bendis, and Alan T. Dietrich (“Dietrich”) wherein the Company paid $1,347,300 for a post transaction 4.99% ownership of Bendistillery’s equity and $149,700 for a post transaction 4.99% ownership of Bend Spirits’ equity. Bendistillery and Bend Spirits are in the business of manufacturing and sale of alcoholic beverages, CBD-infused beverages, and CBD-infused products. The Stock Purchase Agreement requires that Bendistillery and Bend Spirits use a portion of the purchase proceeds to pay off at least $835,000 of their collective liabilities.

 

The Stock Purchase Agreement also sets out terms for an additional equity purchase of Bendistillery such that the Company may purchase up to an additional 15% of Bendistillery for $4,050,000 so that the Company would then own 19.99% of the ownership equity of Bendistillery. Per the terms of the Agreement, the Company may also purchase up to an additional 15% of Bend Spirits for $450,000 such that the Company would then own 19.99% of the ownership equity of Bend Spirits. However, the option to purchase the additional equity in the company expired on July 31, 2019. As a result, the Company does not have a contractual right to purchase any more of Bendistillery or Bend Spirits than 4.99%. In addition, any purchase of by the Company of more than 4.99% of Bendistillery or Bend Spirits would require approval by the Oregon Liquor Control Commission.

 

Landowner (as landlord) and Bendistillery (as tenant) have entered into a long-term recorded lease (the “Lease”) of the 23 acres in Tumalo outside Bend, Oregon, where Bendistillery and Bend Spirits conduct their businesses (the “Real Estate”) The initial term of the Lease is 20 years at a rent of $17,500 per month; Tenant has the right, in its sole discretion, to exercise a series of options to extend the term of the Lease up to a maximum of 99 years; and Tenant has a 60-day right of first refusal if Landowner ever decides to sell all or any portion of the Real Estate. Bendis is the owner of Landowner.

 

The terms of the Stock Purchase Agreement entitle GJacobs to be a member of the board of directors of Bendistillery and Bend Spirits and entitles WJacobs to be provided with access to financial information. The Stock Purchase Agreement also grants WJacobs financial oversight functions over Bendistillery and Bend Spirits and allows WJacobs the right to provide consulting/advisory services. WJacobs’ reasonable expenses will be covered by Bendistillery and Bend Spirits as well as an advisory fee of not less than $5,000 per quarter. The Stock Purchase Agreement also requires that GJacobs and WJacobs be introduced to the owners of Deschutes Brewery, Silver Moon Brewing, LBD Beverage, and any other companies in the distilled spirits, beer, wine, hemp, CBD and cannabis industries with whom Bendistillery, Bend Spirits, Bendis and/or Dietrich have relationships, and whom may potentially be interested in entering into a stock sale or merger with the Company.

 

The Stock Purchase Agreement requires that Bendistillery and Bend Spirits evaluate and seriously consider a sale of Bendistillery and Bend Spirits or taking them public within 60 months from April 30, 2019 and that they use commercially reasonable best efforts, to close a mutually acceptable alternative exit opportunity for the companies within 72 months from April 30, 2019.

 

Acquisition Process

 

The structure of the Company’s participation in business opportunities and ventures will continue to be situational. The Company is likely to structure future acquisitions as a purchase of 19.99% or less, or 50.01% or more, of a target company’s equity ownership interest, or as a so-called tax-free reorganization. It is likely that the anticipated value of the business and/or securities that the Company acquires relative to the current value of the Company’s securities will result in the issuance of a relatively large number of newly issued shares of the Company, and, as a result, substantial additional dilution to the percentage ownership of our current stockholders. Moreover, the Company’s present management and shareholders may not have control of a majority of our voting shares following a merger or purchase of stock. It is possible that the shareholders of the acquired entity or the persons who provide the capital to the Company to finance a merger or purchase of stock will gain control of the Company’s voting stock and the Company’s directors may resign and new directors may be appointed without any vote by the shareholders. Those directors are entitled to replace the Company’s officers without stockholder vote.

 

In regard to nearly all of the Company’s potential acquisitions, the Company is typically focused upon acquiring 19.99% or less, or 50.01% or more, of existing privately held businesses whose owners are willing to consider selling a percentage of the equity ownership interest of their businesses, or merging their entire businesses into the Company or a wholly-owned subsidiary of the Company in a so-called tax-free reorganization, and whose management teams are enthusiastic about continuing to operate their businesses following the transactions with the Company.

 

Closing such purchases of stock or so-called tax-free reorganizations will likely require the Company to raise millions of dollars of capital, in order to pay the cash portion of the transaction consideration. The Company can provide no assurance or guaranty whatsoever that it will be able to raise such millions of dollars of capital on acceptable terms and conditions, if at all.

 

An Investment Committee appointed by the Company’s Board of Directors, currently consisting of GJacobs, director Thomas W. Hines, CPA CFA, and WJacobs, CPA, will review material furnished to it and will vote whether or not the Investment Committee believes a potential acquisition is in the Company’s best interests and the interests of the Company’s shareholders. If the Investment Committee votes unanimously to approve a potential acquisition, then such acquisition will be presented to the Board of Directors of the Company for their review and a vote. The Company does not intend to proceed forward with a potential acquisition without the unanimous approval of the Investment Committee and approval by a majority of the Company’s Board of Directors.

 

The Company intends to source acquisition opportunities through GJacobs and directors and their contacts, and in some cases through finders. These contacts include the shareholders of Lifted, Ablis, professional advisors such as attorneys and accountants, securities broker dealers, venture capitalists, members of the financial community, other businesses and others who may present solicited and unsolicited proposals. Management believes that business opportunities may become available to us due to a number of factors, including, among others: (1) the Company’s ownership of shares in one or more CBD-Infused Products Companies; (2) management’s historical experience building large public companies; (3) management’s contacts and acquaintances; and (4) the Company’s flexibility with respect to the manner in which the Company may be able to structure, finance, merge with or acquire any business opportunity.

 

The analysis of new business opportunities will be undertaken by or under the supervision of the Investment Committee appointed by our Board of Directors. Inasmuch as the Company will have limited funds available to search for business opportunities, the Company will not be able to expend significant funds on a complete and exhaustive investigation of such business or opportunity. The Company will, however, investigate, to the extent believed reasonable by the Investment Committee, such potential business opportunities by conducting a so-called “due diligence investigation”.

 

In a due diligence investigation, the Company intends to obtain and review materials regarding the business opportunity. Typically, such materials will include information regarding a target business’ products, services, contracts, management, ownership, and financial information. In addition, the Company intends to cause the Investment Committee to meet personally with management and key personnel of target businesses, ask questions regarding the target businesses’ prospects, tour facilities,

and conduct other reasonable investigation of the target businesses to the extent of the Company’s limited financial resources and management and technical expertise.

 

There is no guarantee that the Company can obtain or maintain the funding needed for its operations, including the funds necessary to search for and investigate acquisition candidates, and to close an acquisition including paying the substantial costs of legal, accounting and other relevant professional services.

 

As of November 15, 2019, the Company has cash on hand of approximately $4,312,165, which are proceeds from the sale of Series A Preferred Stock between February 27, 2019 and May 13, 2019, and proceeds from the sale of Series B Preferred Stock starting on June 28, 2019. In prior years, the Company’s payables have been greater than their cash on hand. The Company has inconsistent income generating ability and is therefore reliant on raising money from loans or stock sales.

Note 2 - Basis of Presentation and Significant Accounting Policies
9 Months Ended
Sep. 30, 2019
Disclosure Text Block [Abstract]  
Note 2 - Basis of Presentation and Significant Accounting Policies

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Condensed Financial Statements – The accompanying financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the annual financial statements included in Form 10-K filed with the SEC on March 13, 2019. In particular, the basis of presentation and significant accounting principles were presented in Note 1 to the annual financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019.

 

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. In the past, significant estimates included share-based compensation forfeiture rates and the potential outcome of future tax consequences of events that have been recognized for financial reporting purposes. Actual results and outcomes may differ from our estimates and assumptions.

 

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2019 and 2018.

 

    For the Three Months   For the Nine Months
    Ended   Ended
    September 30,   September 30,
    2019   2018   2019   2018
Net Loss   $ (146,466)     $ (34,807)     $ (1,087,721)     $ (146,276)  
Weighted-Average Shares Outstanding   2,597,302      2,369,648      2,527,576      2,369,648   
                 
Basic and Diluted Earnings Loss per Share   $ (0.06)     $ (0.01)     $ (0.43)     $ (0.06)  

 

At September 30, 2019, there were 4,211,019 stock options and warrants, and 31,250 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. In comparison, at September 30, 2018, there were 4,181,415 stock options and warrants, and 17,500 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive.

 

The Company has Series A Preferred Stock outstanding convertible into 6,615,000 shares of common stock. In addition, to date, the Company has accepted subscriptions from three accredited investors to purchase 90,000 shares of Series B Preferred Stock for an aggregate purchase price of $450,000 in cash, convertible at the option of the holder into 90,000 shares of newly issued common stock of the Company, or $5.00 per share of common stock of the Company.

 

Recent Accounting Pronouncements – In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which superseded previous revenue recognition guidance. ASU No. 2014-09 and its amendments were included in ASC 606, “Revenue from Contracts with Customers”. ASC 606 requires that a company recognizes revenue at an amount that reflects the consideration to which the company expects to be entitled in exchange for transferring goods or services to a customer. The Company recently adopted and implemented ASC 606; however, it had no direct impact on the Company’s operations.

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”). The amended guidance, which is effective for the Company on January 1, 2019, requires the recognition of lease assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months and currently classified as operating leases. Disclosure of key information about leasing arrangements will also be required. The Company recently adopted and implemented ASC 842; however, it had no direct impact on the Company’s operations.

Note 3 - Risks and Uncertainties
9 Months Ended
Sep. 30, 2019
Disclosure Text Block [Abstract]  
Note 3 - Risks and Uncertainties

NOTE 3 – RISKS AND UNCERTAINTIES

 

Going Concern – The Company has a history of recurring losses which have resulted in an accumulated deficit of $15,190,639 as of September 30, 2019. During the three and nine months ended September 30, 2019, the Company recognized a loss from operations of $146,466 and $1,087,721, respectively.

 

Also, the Company has Series A Preferred Stock and Series B Preferred Stock outstanding that is currently accruing dividends at the rate of 3% per year. The Company has no income to pay these dividends. The Company does not have any business or any sources of revenue to pay these dividends or its other operating expenses. As a result, there is substantial doubt that the Company

will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded

asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company currently has no revenue-generating subsidiaries. Management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing profitable businesses that will create positive income from operations; and/or (2) completing private placements of the Company’s common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurances or guarantees whatsoever that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.

Note 4 - The Company's Investments In Ablis, Bendistillery And Bend Spirits
9 Months Ended
Sep. 30, 2019
Notes to Financial Statements  
Note 4 - The Company’s Investments In Ablis, Bendistillery And Bend Spirits

NOTE 4 – THE COMPANY’S INVESTMENTS IN ABLIS, BENDISTILLERY AND BEND SPIRITS

 

The Company’s investments in Ablis, Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company will not be able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. Ablis, Bendistillery and Bend Spirits are not audited and the Company has limited ability to comment on these companies’ operations and financial performance.

Note 5 - Notes Receivable
9 Months Ended
Sep. 30, 2019
Disclosure Text Block [Abstract]  
Note 5 - Notes Receivable

NOTE 5 – NOTES RECEIVABLE

 

Loan Made to CBD Lion LLC (“Lion”)

 

On August 8, 2019, the Company made an unsecured $300,000 loan to Lion (the “Loan”) evidenced by a promissory note (the “Note”) in connection with the proposed Merger Agreement with Lion. Per the terms of the Note, if the Transaction does not close and the merger agreement is terminated, then the Loan shall be repaid by Lion to the Company in six equal monthly installments of principal, together with accrued interest at the rate of 6% per year, with the first such installment due and payable by Lion to the Company on the first day of the first calendar month following the termination of the merger agreement. As of September 30, 2019, the Transaction had not yet been terminated by the Company. However, the Merger Agreement was terminated by the Company on November 14, 2019 and the Note became payable with interest. See Note 9 “Subsequent Events”.

 

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 6 - Amounts Owed To Related Parties And Third Parties
9 Months Ended
Sep. 30, 2019
Related Party Transactions [Abstract]  
Note 6 - Amounts Owed To Related Parties and Third Parties

NOTE 6 – AMOUNTS OWED TO RELATED PARTIES AND THIRD PARTIES

 

Consulting Salaries to be Paid to GJacobs and WJacobs

 

Effective as of June 19, 2019, the Company, GJacobs and WJacobs entered into a compensation agreement relating to service to the Company. GMJ and WCJ receive consulting fees of $7,500 per month and $5,000 per month, respectively.

 

Amounts Owed to Related Parties

 

On June 21, 2016, a company affiliated with GJacobs made a non-interest bearing loan of $4,000 to the Company, which was payable upon demand. This loan was outstanding at September 30, 2018, but was not outstanding as of September 30, 2019.

 

At September 30, 2019, there were no expense reimbursements owed to GJacobs. In comparison, at September 30, 2018, there were expense reimbursements owed GJacobs totaling $18,746.

 

There were no independent contractor fees or expense reimbursements owed to WJacobs at September 30, 2019. In comparison, at September 30, 2018, there were independent contractor fees of $145,000 and expense reimbursements of $4,077 owed to WJacobs totaling $149,077.

 

Financing Warrants – On July 13, 2018, the Audit Committee, Compensation Committee, and full Board of Directors of the Company approved by unanimous written consent borrowings by the Company 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 the Company; (2) the borrowings will be evidenced by promissory notes of the Company, 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 the Company, pursuant to a security agreement signed by the Company 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 the Company; (4) the notes shall be due and payable upon demand by the lenders delivered to the Company; and (5) for each $1,000 loaned by the Company on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of the Company, 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 had been borrowed by the Company on such terms, and warrants to purchase 25,000 shares of common stock of the Company had been issued to director Joshua A. Bloom and warrants to purchase 12,500 shares of common stock of the Company had been issued to the Company's CEO GJacobs. As of December 31, 2018, there was also a total of $1,381 in interest payable to Joshua A. Bloom and GJacobs, related to these borrowings.

 

Between January 7, 2019 and February 6, 2019, an additional $14,772 was lent by GJacobs to the Company on such terms, and warrants to purchase 18,750 shares of common stock of the Company were issued to GJacobs.

 

On March 13, 2019, all of these borrowings and the related interest payable to Joshua A. Bloom and GJacobs was repaid. In total, $21,540 was paid to Joshua A. Bloom, and $26,628 was paid to GJacobs.

 

Amounts Owed to Third Parties

 

At September 30, 2019, there were accounts payable of $6,985 owed to third parties for professional fees. In comparison, at September 30, 2018, there were accounts payable of $110,315 owed to third parties for professional fees.

 

On March 15, 2019, the Company settled and paid its debt of $61,500 to its previous independent registered public accounting firm, Eide Bailly LLP, and the Company recognized a gain on the settlement of $29,196.

Note 7 - Shareholders' Equity
9 Months Ended
Sep. 30, 2019
Disclosure Text Block [Abstract]  
Note 7 - Shareholders' Equity

NOTE 7 – SHAREHOLDERS’ EQUITY

 

Issuance of Series A Preferred StockThe Company has authorized 400,000 shares of its Series A Preferred Stock. Each share of Series A Preferred Stock may be converted into 100 shares of common stock. The Series A Preferred Stock pays dividends at the rate of 3% annually. The Series A Preferred Stock dividends are cumulative if the Company does not have the necessary cash to pay the dividend when due. The Series A Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $3.00 per share or higher for 20 consecutive trading days after the first date that the Series A Registration Statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Series A Preferred Stock have no voting rights. The holders of the Series A Preferred Stock shall have voluntary conversion rights. Shares of Series A Preferred Stock are subject to mandatory conversion (in the discretion of the Company) at such time as the Company’s common stock has closed at $5.00 per share or higher for 20 consecutive trading days after the first date that the Series A Registration Statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days.   

 

Between February 27, 2019 and May 13, 2019, the Company accepted subscriptions from accredited investors to purchase 66,150 shares of newly issued Series A Preferred Stock for an aggregate purchase price of $6,615,000 in cash. These 66,150 shares of Series A Preferred Stock are convertible at the option of the holders into 6,615,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. On August 2, 2019, the Company filed a Form S-1 Series A Registration Statement covering the shares of newly issued common stock of the Company into which the Series A Preferred Stock can be converted. The Series A Registration Statement has not yet been approved by the SEC. The Series A 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 Series A Preferred Stock. As of September 30, 2019, the Company has accrued a liability of $94,997 as dividends payable to holders of the Series A Preferred Stock. Although no dividends have been declared by the Board of Directors, the Company fully intends on paying the annual dividends to the holders of the Series A Preferred Stock, and as such, the Company has accrued the liability.

 

Issuance of Series B Preferred StockThe Company has authorized 5,000,000 shares of its Series B Preferred Stock. Each share of Series B Preferred Stock may be converted into one share of common stock. The Series B Preferred Stock pays dividends at the rate of 3% annually. The Series B Preferred Stock dividends are cumulative if the Company does not have the necessary cash to pay the dividend when due. The Series B Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $7.00 per share or higher for 20 consecutive trading days after the first date that the Series B Registration Statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Series B Preferred Stock have no voting rights. The holders of the Series B Preferred Stock shall have voluntary conversion rights. Shares of Series B Preferred Stock are subject to mandatory conversion (in the discretion of the Company) at such time as the Company’s common stock has closed at $9.00 per share or higher for 20 consecutive trading days after the first date that the Series B Registration Statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days.   

 

On June 28, 2019, we commenced a private placement to accredited investors, offering to sell up to 5,000,000 shares of Series B Preferred Stock convertible into 5,000,000 shares of our common stock at an exercise price of $5.00 per share. As of the date of this report, the Company has accepted subscriptions from three accredited investors to purchase 90,000 shares of Series B Preferred Stock for an aggregate purchase price of $450,000 in cash, convertible at the option of the holder into 90,000 shares of newly issued common stock of the Company, or $5.00 per share of common stock of the Company.

 

As of September 30, 2019, the Company has accrued a liability of $2,232 as dividends payable to holders of the Series B Preferred Stock. Although no dividends have been declared by the Board of Directors, the Company fully intends on paying the annual dividends to the holders of the Series B Preferred Stock, and as such, the Company has accrued the liability.

 

Issuance of 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 quarter ended March 31, 2019, a total of $14,772 was borrowed by AQSP on such terms from GJacobs, and warrants to purchase 18,750 shares of common stock of AQSP were issued to GJacobs. The warrants to purchase common stock that were issued to GJacobs during the quarter ended March 31, 2019 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 GJacobs during the quarter ended March 31, 2019 was $26,773, which was a debit to interest expense and credit to additional paid-in capital.

 

Share-Based Compensation – During the three months ended September 30, 2019, the Company recognized stock compensation expense of $37,961. All of this related to the value of 5,400 warrants to purchase unregistered shares of common stock of the Company issued to brokers for the capital that they raised in the Series B private placement during the quarter ended September 30, 2019. During the nine months ended September 30, 2019, the Company recognized stock compensation expense of $872,147. Of this, $831,439 related to the value of 402,300 warrants to purchase unregistered shares of common stock of the Company issued to brokers for the capital raised for the Company by the brokers. The difference, $40,708, was the value of a total of 14,042 warrants to purchase unregistered shares of common stock of the Company, issued to two finders (7,021 warrants were issued to each finder) in regard to the purchase of 4.99% of the stock of Ablis.

 

In comparison, there was $72,500 of share-based compensation recognized during the six months ended June 30, 2018. On April 1, 2018, the Company issued to a director and to 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, 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 stock compensation expense of $72,500 related to these rights to purchase warrants during the three and six months ended June 30, 2018.

 

Stock Option and Warrant Activity – The following is a summary of stock option and warrant activity as of June 30, 2019 and changes during the period then ended:

      Weighted-Average Aggregate
    Weighted-Average Remaining Contractual Intrinsic
  Shares Exercise Price (a) Term (Years) Value
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2018 2,923,632    $ 0.87    4.93    $ 2,410,100   
Financing Warrants Issued During Q1 2019 18,750         
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q2 2019 410,942         
Options that Expired During Q2 2019 (9,434)        
Rights to Purchase Warrants to Purchase Shares of Common Stock Exercised During Q1 2019 (210,000)        
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q3 2019 5,400         
Warrants exercised during Q3 2019 (147,021)        
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, September 30, 2019 2,992,269    $ 0.97    3.72    $ 8,444,074   
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, September 30, 2019 4,242,269    $ 1.23    4.17    $ 10,881,574   

 

Exercise of Warrants

 

On July 25, 2019, a warrant holder exercised his warrant to purchase 7,021 shares of common stock of the Company for a purchase price of $7,021.

 

On September 23, 2019, directors Joshua A. Bloom, James S. Jacobs and Richard E. Morrissy exercised their rights to purchase, for an aggregate purchase price of $4, warrants to purchase a total of 115,000 shares of unregistered shares of common stock of the Company at an exercise price of $0.01 per share (total of $1,150), and they immediately exercised those warrants. Joshua A. Bloom also exercised warrants to purchase an aggregate of 25,000 shares of unregistered shares of common stock of the Company at an exercise price of $0.03 per share.

Note 8 - Contingent Contractual Obligations and Commercial Commitments
9 Months Ended
Sep. 30, 2019
Disclosure Text Block [Abstract]  
Note 8 - Contingent Contractual Obligations and Commercial Commitments

NOTE 8 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

 

Payment of Finders’ Fees Related to Ablis

 

The Company has agreed to pay finders’ fees to two finders in regard to the potential purchase of an additional 15% of the stock of Ablis. The Company has agreed to pay those two finders additional warrants to purchase shares of common stock of the Company at an exercise price of $1 per share exercisable at any time on or before April 30, 2024; in the event that the Company closes on the purchase of up to an additional 15% of the common stock of Ablis, then the total amount of such warrants will be 2,814 unregistered shares of common stock of AQSP at an exercise price of $1 per share for each additional one percent of Ablis’

common stock so purchased (a maximum issuance of warrants to purchase an aggregate of 42,210 unregistered shares of common stock of the Company at an exercise price of $1 per share).

 

Payment of Brokers’ Fees Related to the Sale of Preferred Stock

 

The Company has committed to pay brokers’ fees in regard to the capital being raised for the Company by such brokers in the Company’s private placements of preferred stock, such fee to consist of warrants to purchase unregistered shares of common stock of the Company at an exercise price equal to the conversion price per share of such preferred stock, exercisable at any time during a five year period; the number of such shares will be calculated as six percent of the aggregate capital raised by such brokers in the private placement of preferred stock divided by the conversion price per share of such preferred stock.

 

Potential Issuance of Warrants to Purchase Shares of Common Stock of the Company

 

The Compensation Committee of the Company's Board of Directors may, from time to time, recommend that certain warrants to purchase shares of common stock of the Company should be issued to new or current members of the Company’s Board of Directors, to officers and employees of the Company and its subsidiaries, or to members of any advisory board or consultants to the Company.

 

Amounts Payable to Gerard M. Jacobs and William C. Jacobs

 

The Company’s CEO GJacobs runs the Company’s operations on a part-time basis and is compensated with equity. GJacobs has not historically received cash compensation, and, historically, the Company’s President and CFO WJacobs has worked for $5,000 per month. Effective as of June 19, 2019 through the earlier of the closing of the Company’s acquisition of CBD Lion LLC, which is now terminated (see Note 9 “Subsequent Events”) or the closing of the Company’s acquisition of Warrender Enterprise Inc. d/b/a Lifted Liquids, the Company has agreed to pay GJacobs and WJacobs consulting fees of $7,500 and $5,000 per month, respectively. In addition, upon the closing of the acquisition described herein, their salaries, equity incentives, expense reimbursements and bonuses will increase. There are also to be significant bonuses awarded to GJacobs and WJacobs in the event that the Company closes on the acquisition Warrender Enterprise Inc. d/b/a Lifted Liquids, and in the event that the Company raises $15 million and $25 million, as described in the current report on Form 8-K, and its exhibit, filed with the SEC on or about June 25, 2019.

 

Professional Contracts

 

In June 2019, the Company executed annual engagement contracts with its stock transfer agent and its securities attorney.

Note 9 - Subsequent Events
9 Months Ended
Sep. 30, 2019
Subsequent Events [Abstract]  
Note 9 - Subsequent Events

NOTE 9 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date of filing this quarterly report on Form 10-Q and have identified the following for disclosure:

 

Termination of the Merger Agreement Between the Company and CBD Lion LLC

 

On November 14, 2019, the Company terminated the Merger Agreement with Lion. Pursuant to the terms of the Merger Agreement executed on August 15, 2019, the Company agreed to acquire 100% of the ownership of Lion, subject to a number of conditions, for consideration of two million dollars ($2,000,000) in cash, plus five million (5,000,000) shares of unregistered common stock of the Company. To date, the Company has not paid any of the foregoing cash or stock consideration to Lion.

 

The material circumstances surrounding the termination of the Merger Agreement are set out in the letter dated November 14, 2019 from the Company’s legal counsel to Lion. The letter is attached as Exhibit 99.1 to the current report filed on Form 8-K on November 15, 2019.

 

Due to termination of the Merger Agreement, and per Section 5.15 of the Merger Agreement, commencing on December 1, 2019, the Company’s $300,000 loan to Lion is now required to be repaid. The repayment is required by agreement to be made in six equal monthly installments of principal and interest due and payable on the first day of each calendar month. Interest on the principal balance is calculated at an annual rate of 6% commencing as of August 8, 2019.

Note 2 - Basis of Presentation and Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2019
Policy Text Block [Abstract]  
Basis of Presentation

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

Condensed Financial Statements

Condensed Financial Statements – The accompanying financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the annual financial statements included in Form 10-K filed with the SEC on March 13, 2019. In particular, the basis of presentation and significant accounting principles were presented in Note 1 to the annual financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019.

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. In the past, significant estimates included share-based compensation forfeiture rates and the potential outcome of future tax consequences of events that have been recognized for financial reporting purposes. Actual results and outcomes may differ from our estimates and assumptions.

Basic and Diluted Earnings (Loss) Per Common Share

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2019 and 2018.

 

    For the Three Months   For the Nine Months
    Ended   Ended
    September 30,   September 30,
    2019   2018   2019   2018
Net Loss   $ (146,466)     $ (34,807)     $ (1,087,721)     $ (146,276)  
Weighted-Average Shares Outstanding   2,597,302      2,369,648      2,527,576      2,369,648   
                 
Basic and Diluted Earnings Loss per Share   $ (0.06)     $ (0.01)     $ (0.43)     $ (0.06)  

 

At September 30, 2019, there were 4,211,019 stock options and warrants, and 31,250 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. In comparison, at September 30, 2018, there were 4,181,415 stock options and warrants, and 17,500 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive.

 

The Company has Series A Preferred Stock outstanding convertible into 6,615,000 shares of common stock. In addition, to date, the Company has accepted subscriptions from three accredited investors to purchase 90,000 shares of Series B Preferred Stock for an aggregate purchase price of $450,000 in cash, convertible at the option of the holder into 90,000 shares of newly issued common stock of the Company, or $5.00 per share of common stock of the Company.

Recent Accounting Pronouncements

Recent Accounting Pronouncements – In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which superseded previous revenue recognition guidance. ASU No. 2014-09 and its amendments were included in ASC 606, “Revenue from Contracts with Customers”. ASC 606 requires that a company recognizes revenue at an amount that reflects the consideration to which the company expects to be entitled in exchange for transferring goods or services to a customer. The Company recently adopted and implemented ASC 606; however, it had no direct impact on the Company’s operations.

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”). The amended guidance, which is effective for the Company on January 1, 2019, requires the recognition of lease assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months and currently classified as operating leases. Disclosure of key information about leasing arrangements will also be required. The Company recently adopted and implemented ASC 842; however, it had no direct impact on the Company’s operations.

Note 2 - Basis of Presentation and Significant Accounting Policies: Schedule of Earnings Per Share, Basic and Diluted (Tables)
9 Months Ended
Sep. 30, 2019
Table Text Block Supplement [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted

    For the Three Months   For the Nine Months
    Ended   Ended
    September 30,   September 30,
    2019   2018   2019   2018
Net Loss   $ (146,466)     $ (34,807)     $ (1,087,721)     $ (146,276)  
Weighted-Average Shares Outstanding   2,597,302      2,369,648      2,527,576      2,369,648   
                 
Basic and Diluted Earnings Loss per Share   $ (0.06)     $ (0.01)     $ (0.43)     $ (0.06)  
Note 7 - Shareholders' Equity: Schedule of Stock Options and Warrant Activity (Tables)
9 Months Ended
Sep. 30, 2019
Table Text Block Supplement [Abstract]  
Schedule of Stock Options and Warrant Activity

The following is a summary of stock option and warrant activity as of June 30, 2019 and changes during the period then ended:

      Weighted-Average Aggregate
    Weighted-Average Remaining Contractual Intrinsic
  Shares Exercise Price (a) Term (Years) Value
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2018 2,923,632    $ 0.87    4.93    $ 2,410,100   
Financing Warrants Issued During Q1 2019 18,750         
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q2 2019 410,942         
Options that Expired During Q2 2019 (9,434)        
Rights to Purchase Warrants to Purchase Shares of Common Stock Exercised During Q1 2019 (210,000)        
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q3 2019 5,400         
Warrants exercised during Q3 2019 (147,021)        
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, September 30, 2019 2,992,269    $ 0.97    3.72    $ 8,444,074   
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, September 30, 2019 4,242,269    $ 1.23    4.17    $ 10,881,574   
Note 1 - Description Of The Business Of Acquired Sales Corp. (Details) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Aug. 08, 2019
Jun. 28, 2019
May 23, 2019
Apr. 30, 2019
May 13, 2019
Sep. 30, 2019
Nov. 15, 2019
Aug. 15, 2019
Ownership interests       4.99%        
Purchse price       $ 399,200        
Total ownership percentage       19.99%        
Stock Issued During Period, Shares, New Issues           90,000    
Stock Issued During Period, Value, New Issues           $ 450,000    
Number of preffered stock converted into common stock           66,150    
Convertible Preferred Stock, Shares Reserved for Future Issuance           6,615,000    
Conversion price           $ 5.00    
Subsequent Event                
Cash             $ 4,312,165  
GJacobs and WJacobs | Merger Agreement                
Ownership interests               100.00%
Accredited investors | Series A Preferred Stock [Member]                
Stock Issued During Period, Shares, New Issues         66,150      
Stock Issued During Period, Value, New Issues         $ 6,615,000      
Number of preffered stock converted into common stock         66,150      
Convertible Preferred Stock, Shares Reserved for Future Issuance         6,615,000      
Conversion price         $ 1.00      
Acquisition Process description         The Company is likely to structure future acquisitions as a purchase of 19.99% or less, or 50.01% or more, of a target company’s equity ownership interest, or as a so-called tax-free reorganization.      
Accredited investors | Series B Preferred Stock [Member]                
Stock Issued During Period, Shares, New Issues   90,000            
Stock Issued During Period, Value, New Issues   $ 450,000            
Number of common stock issued   90,000            
Number of common stock sold   5,000,000            
Convertible Preferred Stock, Shares Reserved for Future Issuance   5,000,000            
Conversion price   $ 5.00            
Exercise price   $ 5.00            
CBD Lion                
Cash     $ 7,500,000          
Equity     4,545,455          
Capital raise     $ 9,000,000     $ 15,000,000    
Ownership interests     100.00%          
Interest rate 6.00%              
Ablis                
Additional Ownership interests purchased       15.00%        
Payemnt for aadtional equity       $ 1,200,000        
Bendistillery                
Ownership interests       4.99%        
Purchse price       $ 149,700        
Total ownership percentage       19.99%        
Payemnt for aadtional equity       $ 4,050,000        
Bend Spirits                
Ownership interests       4.99%        
Purchse price       $ 1,347,300        
Total ownership percentage       19.99%        
Payemnt for aadtional equity       $ 450,000        
Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Per Share (Details) - USD ($)
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Convertible Preferred Stock, Shares Reserved for Future Issuance 6,615,000  
Stock issued for cash , Value $ 450,000  
Stock issued for cash , Shares 90,000  
Share Price $ 5.00  
Stock Option    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4,211,019 4,181,415
Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4,211,019 4,181,415
Financing Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 31,250 17,500
Note 2 - Basis of Presentation and Significant Accounting Policies: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Text Block [Abstract]        
Net Loss $ (146,466) $ (34,807) $ (1,087,721) $ (146,276)
Weighted Average Shares Outstanding 2,597,302 2,369,648 2,527,576 2,369,648
Basic and Diluted Earnings Loss per Share $ (0.06) $ (0.01) $ (0.43) $ (0.06)
Note 3 - Risks and Uncertainties (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Text Block [Abstract]          
Accumulated deficit $ (15,190,639)   $ (15,190,639)   $ (14,005,689)
Loss From Operations $ (151,800) $ (29,786) $ (1,102,178) $ (141,255)  
Note 5 - Notes Receivable (Details) - USD ($)
4 Months Ended
Aug. 08, 2019
Sep. 01, 2015
Jul. 14, 2014
Jul. 31, 2015
May 23, 2019
Apr. 30, 2019
Dec. 31, 2015
Ownership interests           4.99%  
William Noyes Webster Foundation Inc | Secured Promissory Note              
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          
William Noyes Webster Foundation Inc | Secured Promissory Note | Unfunded Portion of Note              
Debt Instrument, Face Amount     897,500        
William Noyes Webster Foundation Inc | Secured Promissory Note | Payment To Consultant              
Advances     $ 2,500        
William Noyes Webster Foundation Inc | Interest receivable {1}              
Bad debt expense   $ 97,427          
CBD Lion              
Ownership interests         100.00%    
Loan $ 300,000            
Interest rate 6.00%            
Note 6 - Amounts Owed To Related Parties And Third Parties (Details) - USD ($)
1 Months Ended 12 Months Ended
Mar. 15, 2019
Mar. 13, 2019
Jul. 13, 2018
Jun. 19, 2019
Feb. 06, 2019
Dec. 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Jun. 21, 2016
Interest payable           $ 1,381 $ 0    
Accounts payable related parties             110,315 $ 6,985  
Gerard M. Jacobs                  
Consulting fees       $ 7,500          
Consulting fees Payable             7,500    
Due to Other Related Parties, Current                 $ 4,000
Due to Related Parties, Current             0 18,746  
Long-term Debt, Gross         $ 14,772        
Repayment of borrowings   $ 26,628              
William C. Jacobs                  
Consulting fees       $ 5,000          
Due to Related Parties, Current           149,077      
William C. Jacobs | Expense reimbursements                  
Due to Related Parties, Current           $ 4,077 0    
William C. Jacobs | Independent contractor fees                  
Due to Related Parties, Current             $ 0 $ 145,000  
Eide Bailly LLP                  
Repayment of debt $ 61,500                
Gain on settlement $ 29,196                
Joshua A. Bloom                  
Repayment of borrowings   $ 21,540              
Warrant 1 | Gerard M. Jacobs                  
Warrants issued         18,750 12,500      
Warrant 1 | Joshua A. Bloom                  
Warrants issued           25,000      
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 7 - Shareholders' Equity (Details) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Jul. 13, 2018
Apr. 02, 2018
Oct. 23, 2019
Jul. 25, 2019
Jun. 28, 2019
Sep. 30, 2019
May 13, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Preferred Stock, par or stated value           $ 0.001     $ 0.001   $ 0.001
Preferred Stock, shares authorized           10,000,000     10,000,000   10,000,000
Issuance of Preferred Stock description                 Each share of Preferred Stock may be converted into 100 shares of common stock. The Preferred Stock pays dividends at the rate of 3% annually. The Preferred Stock dividends are cumulative if the Company does not have the necessary cash to pay the dividend when due. The Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $3.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Preferred Stock have no voting rights. The holders of the Preferred Stock shall have voluntary conversion rights. Shares of Preferred Stock are subject to mandatory conversion (in the discretion of the Company) at such time as the Company’s common stock has closed at $5.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days    
Stock Issued During Period, Shares, New Issues                 90,000    
Stock Issued During Period, Value, New Issues                 $ 450,000    
Number of preffered stock converted into common stock                 66,150    
Convertible Preferred Stock, Shares Reserved for Future Issuance           6,615,000     6,615,000    
Conversion price           $ 5.00     $ 5.00    
Dividends payable           $ 94,997     $ 94,997    
Share-based compensation           $ 37,961   $ 0 872,147 $ 72,500  
Fair value of warrants                 $ 40,708    
Number of warrant purchased                 14,042    
Share-Based Compensation Description           All of this related to the value of 5,400 warrants to purchase unregistered shares of common stock of the Company issued to brokers for the capital that they raised in the Series B private placement during the quarter ended September 30, 2019.     Of this, $831,439 related to the value of 402,300 warrants to purchase unregistered shares of common stock of the Company issued to brokers for the capital raised for the Company by the brokers.    
Warrant                      
Fair value of warrants       $ 7,021              
Number of warrant purchased       7,021              
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.                    
Independent Contractor                      
Purchase price   $ 2.00                  
Number of warrant purchased   250,000                  
Warrant exercise price   $ 0.01                  
Warrant expiration date   Dec. 31, 2024                  
James S. Jacobs                      
Purchase of warrants                 18,750    
WJacobs                      
Amount borrowed           $ 14,772     $ 14,772    
Series A Preferred Stock [Member]                      
Preferred Stock, shares authorized           400,000     400,000    
Series A Preferred Stock [Member] | Accredited investors                      
Stock Issued During Period, Shares, New Issues             66,150        
Stock Issued During Period, Value, New Issues             $ 6,615,000        
Number of preffered stock converted into common stock             66,150        
Convertible Preferred Stock, Shares Reserved for Future Issuance             6,615,000        
Conversion price             $ 1.00        
Series B Preferred Stock [Member]                      
Preferred Stock, shares authorized           5,000,000     5,000,000    
Dividends payable           $ 2,232     $ 2,232    
Series B Preferred Stock [Member] | Accredited investors                      
Stock Issued During Period, Shares, New Issues         90,000            
Stock Issued During Period, Value, New Issues         $ 450,000            
Convertible Preferred Stock, Shares Reserved for Future Issuance         5,000,000            
Conversion price         $ 5.00            
Number of common stock issued         90,000            
Number of common stock sold         5,000,000            
Exercise price         $ 5.00            
Directors                      
Fair value of warrants     $ 1,150                
Purchase price     $ 4                
Number of warrant purchased     115,000                
Warrant exercise price     $ 0.01                
Joshua A. Bloom                      
Number of warrant purchased     25,000                
Warrant exercise price     $ 0.03                
Note 7 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2019
Dec. 31, 2018
Text Block [Abstract]    
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding 2,923,632  
Financing Warrants Issued During Period 18,750  
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Period 410,942  
Options Expired During Period (9,434)  
Rights to Purchase Warrants to Purchase Shares of Common Stock Exercised During Period (210,000)  
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Period 5,400  
Warrants exercised during period (147,021)  
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Ending Balance 2,992,269  
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding 4,242,269 2,923,632
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price $ 0.87  
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Exercise Price, Ending Balance 0.97  
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price $ 1.23 $ 0.87
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Remaining Term 3 years 8 months 19 days 4 years 11 months 4 days
Options, Outstanding, Weighted Average Remaining Term 4 years 2 months 1 day  
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value $ 2,410,100  
Options, Outstanding, Intrinsic Value, Ending Balance 8,444,074  
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value $ 10,881,574 $ 2,410,100
Note 8 - Contingent Contractual Obligations and Commercial Commitments (Details)
1 Months Ended 9 Months Ended
May 23, 2019
USD ($)
Sep. 30, 2019
USD ($)
$ / shares
shares
CBD Lion    
Capital raise $ 9,000,000 $ 15,000,000
Warrender Enterprise    
Capital raise   $ 25,000,000
Ablis    
Percntage of common stock purchase   0.15
Additional Percntage of common stock purchase   15.00%
Additional Warrants to purchase | shares   2,814
Maximum warrants issued | shares   42,210
Warrant Exercise price | $ / shares   $ 1.00
William C. Jacobs    
Consulting fees   $ 5,000
Cash compensation received   5,000
James S. Jacobs    
Consulting fees   $ 7,500
Note 9 - Subsequent Events (Details) - Merger Agreement - Lion - USD ($)
Dec. 01, 2019
Nov. 14, 2019
Aug. 08, 2019
Cash consideration   $ 2,000,000  
Unregistered common stock   5,000,000  
Repayment of loan $ 300,000    
Interest rate     6.00%