Consolidated SEC Viewer Rendering


Document and Entity Information

v2.4.1.9
Document and Entity Information
3 Months Ended
Mar. 31, 2015
May 11, 2015
Document and Entity Information:    
Entity Registrant Name ACQUIRED SALES CORP  
Document Type 10-Q  
Document Period End Date Mar. 31, 2015  
Amendment Flag false  
Entity Central Index Key 0001391135  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   2,269,648dei_EntityCommonStockSharesOutstanding
Entity Filer Category Smaller Reporting Company  
Entity Current Reporting Status Yes  
Entity Voluntary Filers No  
Entity Well-known Seasoned Issuer No  
Document Fiscal Year Focus 2015  
Document Fiscal Period Focus Q1  

CONDENSED BALANCE SHEETS (Unaudited)

v2.4.1.9
CONDENSED BALANCE SHEETS (Unaudited) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Current Assets    
Cash and cash equivalents $ 373,971us-gaap_CashAndCashEquivalentsAtCarryingValue $ 587,937us-gaap_CashAndCashEquivalentsAtCarryingValue
Prepaid expenses 7,985us-gaap_PrepaidExpenseCurrent 7,985us-gaap_PrepaidExpenseCurrent
Total Current Assets 381,956us-gaap_AssetsCurrent 595,922us-gaap_AssetsCurrent
Note receivable 602,500us-gaap_NotesAndLoansReceivableNetNoncurrent 602,500us-gaap_NotesAndLoansReceivableNetNoncurrent
Interest receivable 55,805us-gaap_InterestReceivableNoncurrent 35,926us-gaap_InterestReceivableNoncurrent
Total Assets 1,040,261us-gaap_Assets 1,234,348us-gaap_Assets
Current Liabilities    
Trade accounts payable 48,121us-gaap_AccountsPayableTradeCurrent 24,982us-gaap_AccountsPayableTradeCurrent
Total Liabilities 48,121us-gaap_Liabilities 24,982us-gaap_Liabilities
Shareholders' Equity    
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none outstanding      
Common stock, $0.001 par value; 100,000,000 shares authorized; 2,269,648 shares outstanding 2,270us-gaap_CommonStockValueOutstanding 2,270us-gaap_CommonStockValueOutstanding
Additional paid-in capital 13,554,524us-gaap_AdditionalPaidInCapital 13,554,524us-gaap_AdditionalPaidInCapital
Accumulated deficit (12,564,654)us-gaap_RetainedEarningsAccumulatedDeficit (12,347,428)us-gaap_RetainedEarningsAccumulatedDeficit
Total Shareholders' Equity 992,140us-gaap_StockholdersEquity 1,209,366us-gaap_StockholdersEquity
Total Liabilities and Shareholders' Equity $ 1,040,261us-gaap_LiabilitiesAndStockholdersEquity $ 1,234,348us-gaap_LiabilitiesAndStockholdersEquity

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)

v2.4.1.9
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Statement of Financial Position    
Common Stock, par or stated value $ 0.001us-gaap_CommonStockParOrStatedValuePerShare $ 0.001us-gaap_CommonStockParOrStatedValuePerShare
Common Stock, shares authorized 100,000,000us-gaap_CommonStockSharesAuthorized 100,000,000us-gaap_CommonStockSharesAuthorized
Common Stock, shares outstanding 2,269,648us-gaap_CommonStockSharesOutstanding 2,269,648us-gaap_CommonStockSharesOutstanding
Preferred Stock, par or stated value $ 0.001us-gaap_PreferredStockParOrStatedValuePerShare $ 0.001us-gaap_PreferredStockParOrStatedValuePerShare
Preferred Stock, shares authorized 10,000,000us-gaap_PreferredStockSharesAuthorized 10,000,000us-gaap_PreferredStockSharesAuthorized
Preferred Stock, shares issued      
Preferred Stock, shares outstanding      

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

v2.4.1.9
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Statement    
Selling, General and Administrative Expense $ (239,372)us-gaap_SellingGeneralAndAdministrativeExpense $ (75,345)us-gaap_SellingGeneralAndAdministrativeExpense
Interest Income 19,879us-gaap_InvestmentIncomeInterest  
Other Income 2,267us-gaap_OtherIncome  
Loss from Continuing Operations (217,226)us-gaap_IncomeLossFromContinuingOperations (75,345)us-gaap_IncomeLossFromContinuingOperations
Gain on Disposal of Discontinued Operations   7,941us-gaap_DiscontinuedOperationGainLossOnDisposalOfDiscontinuedOperationNetOfTax
Net Income (Loss) $ (217,226)us-gaap_ProfitLoss $ (67,404)us-gaap_ProfitLoss
Basic and Diluted Earnings (Loss) per Share    
Continuing Operations $ (0.10)us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare $ (0.03)us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare
Discontinued Operations      
Basic and Diluted Earnings (Loss) per Share $ (0.10)us-gaap_EarningsPerShareBasicAndDiluted $ (0.03)us-gaap_EarningsPerShareBasicAndDiluted

CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited)

v2.4.1.9
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) (USD $)
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Total
Stockholders' Equity beginning of period, Value at Dec. 31, 2013 $ 2,270us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
$ 8,410,295us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
$ (7,026,157)us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
$ 1,386,408us-gaap_StockholdersEquity
Stockholders' Equity beginning of period, Shares at Dec. 31, 2013 2,269,648us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
     
Net loss     (67,404)us-gaap_ProfitLoss
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
(67,404)us-gaap_ProfitLoss
Stockholders' Equity, end of period, Value at Mar. 31, 2014 2,270us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
8,410,295us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
(7,093,561)us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
1,319,004us-gaap_StockholdersEquity
Stockholders' Equity, end of period, Shares at Mar. 31, 2014 2,269,648us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
     
Stockholders' Equity beginning of period, Value at Dec. 31, 2014 2,270us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
13,554,524us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
(12,347,428)us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
1,209,366us-gaap_StockholdersEquity
Stockholders' Equity beginning of period, Shares at Dec. 31, 2014 2,269,648us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
     
Net loss     (217,226)us-gaap_ProfitLoss
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
(217,226)us-gaap_ProfitLoss
Stockholders' Equity, end of period, Value at Mar. 31, 2015 $ 2,270us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
$ 13,554,524us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember
$ (12,564,654)us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_RetainedEarningsMember
$ 992,140us-gaap_StockholdersEquity
Stockholders' Equity, end of period, Shares at Mar. 31, 2015 2,269,648us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
     

CONDENSED STATEMENT OF CASH FLOWS

v2.4.1.9
CONDENSED STATEMENT OF CASH FLOWS (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Cash Flows From Operating Activities    
Net income (loss) $ (217,226)us-gaap_ProfitLoss $ (67,404)us-gaap_ProfitLoss
Adjustments to reconcile income (loss) to net cash used in operating activities:    
(Income) loss from discontinued operations 0us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity (7,941)us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity
Changes in operating assets and liabilities:    
Accrued interest receivable (19,879)us-gaap_IncreaseDecreaseInAccruedInterestReceivableNet  
Accounts payable 23,139us-gaap_IncreaseDecreaseInAccountsPayable 30,001us-gaap_IncreaseDecreaseInAccountsPayable
Net cash used in operating activities of continuing operations (213,966)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations (45,344)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations
Net cash provided by operating activities of discontinued operations   7,941us-gaap_CashProvidedByUsedInOperatingActivitiesDiscontinuedOperations
Net Cash Used in Operating Activities (213,966)us-gaap_NetCashProvidedByUsedInOperatingActivities (37,403)us-gaap_NetCashProvidedByUsedInOperatingActivities
Cash Flows from Investing Activities    
Proceeds from sale of discontinued operations, net of cash sold   1,000,000us-gaap_ProceedsFromDivestitureOfBusinessesNetOfCashDivested
Net Cash Provided by (Used in) Investing Activities   1,000,000us-gaap_NetCashProvidedByUsedInInvestingActivities
Cash Flow From Financing Activities    
Payment of obligation under stock repurchase   (20,000)us-gaap_PaymentsForRepurchaseOfCommonStock
Net Cash Used in Financing Activities of Continuing Operations   (20,000)us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperations
Net Increase (Decrease) in Cash (213,966)us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease 942,597us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease
Cash and Cash Equivalents at Beginning of Period 587,937us-gaap_CashAndCashEquivalentsAtCarryingValue 427,294us-gaap_CashAndCashEquivalentsAtCarryingValue
Cash and Cash Equivalents at End of Period $ 373,971us-gaap_CashAndCashEquivalentsAtCarryingValue $ 1,369,891us-gaap_CashAndCashEquivalentsAtCarryingValue

Note 1 - Basis of Presentation and Significant Accounting Policies

v2.4.1.9
Note 1 - Basis of Presentation and Significant Accounting Policies
3 Months Ended
Mar. 31, 2015
Notes  
Note 1 - Basis of Presentation and Significant Accounting Policies

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 

 

Basis of PresentationOn February 13, 2012, Acquired Sales Corp (“Acquired Sales”, “AQSP” or the “Company”) purchased 100% of the equity interests of Defense & Security Technology Group, Inc. (“DSTG”). On September 30, 2013, Acquired Sales sold 100% of the capital stock of DSTG to Minh Le, the previous owner of DSTG prior to its acquisition. DSTG’s results of operations have been included in the Company's operations through September 30, 2013 and have been reclassified as discontinued operations.

 

On January 12, 2013, Acquired Sales entered into an agreement with Drumright Group, LLC (“Drumright”) that was closed on February 11, 2013, wherein Acquired Sales sold 100% of the capital stock of Cogility Software Corporation (“Cogility”) to Drumright. Cogility’s results of operations have been reclassified as discontinued operations.

 

 

Condensed Financial Statements – The accompanying financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the annual financial statements included in Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2015. In particular, the nature of operations 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 consolidated financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015.

 

Principles of Consolidation – The accompanying consolidated financial statements include the accounts and operations of Acquired Sales for all periods presented. Intercompany accounts and transactions have been eliminated on consolidation.

 

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Significant estimates include share-based compensation. Actual results and outcomes may differ from management’s estimates and assumptions.

 

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by 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 share for the three months ended March 31, 2015 and 2014.

 

 

For the Three Months

 

Ended

 

March 31, 2014

 

2015

2014

Loss from continuing operations

$(217,226)

$(75,345)

Income from discontinued operations

-

7,941

Net income (Loss)

$(217,226)

$(67,404)

Weighted -Average Shares Outstanding

2,269,648

2,269,648

Basic  and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(0.10)

$(0.03)

Discontinued Operations

-

-

Basic and Diluted Earnings (Loss) per Share

$(0.10)

$(0.03)

 

There were 6,198,774 stock options and warrants and 938,000 financing warrants outstanding during the three months ended March 31, 2015 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. There were 2,148,774 employee stock options and 938,000 warrants outstanding during the three months ended March 31, 2014 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive.

 

Recent Accounting Pronouncements - In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first quarter of fiscal year 2018 using one of two retrospective application methods. The Company has not determined the potential effects on the financial statements.

 

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation-Stock Compensation (Topic 718)-Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). ASU No. 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition.  The effective date will be the first quarter of fiscal year 2016. The Company has not determined the potential effects on the financial statements.


Note 2 - Risks and Uncertainties

v2.4.1.9
Note 2 - Risks and Uncertainties
3 Months Ended
Mar. 31, 2015
Notes  
Note 2 - Risks and Uncertainties

NOTE 2 - RISKS AND UNCERTAINTIES

 

Going Concern – The Company has a history of recurring losses, which have resulted in an accumulated deficit of $12,564,654 as of March 31, 2015. During the three months ended March 31, 2015, the Company recognized a loss of $217,226 from continuing operations. The Company used net cash of $213,966 in operating activities of continuing operations. The sale of Cogility and DSTG eliminated the Company’s source of revenue. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing profitable businesses that will create positive income from operations; (2) acquiring valuable real estate in exchange for common stock and/or preferred stock; and/or (3) completing private placements of our common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurance that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.


Note 3 - Note Receivable

v2.4.1.9
Note 3 - Note Receivable
3 Months Ended
Mar. 31, 2015
Notes  
Note 3 - Note Receivable

NOTE 3 – NOTE 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 and dispensary in Barnstable County, Massachusetts. Jane W. Heatley ("Heatley") is the founder and a member of the board of directors of the Foundation.

 

Teaming Agreement - On July 8, 2014, Acquired Sales Corp. ("AQSP") 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 and other arrangements pursuant to which AQSP will provide capital and expertise to the Foundation.

 

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

 

The principal balance outstanding under the Note bears interest at the rate of 12.5% per annum, compounded monthly. The Company accrued $55,805 in interest under the note for the period ended March 31, 2015. The first payment of accrued interest by the Foundation under the Note shall be made as soon after the Foundation commences operations of its medical marijuana cultivation facility and 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 shall 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 will be considered past due if the aforementioned payments are not received by their due dates.

 

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. The Note is secured by, among other things, certain of the Foundation’s assets, as set out in a Security Agreement dated July 14, 2014 (the “Security Agreement”). Based on this assessment, the Company has concluded that no allowance for loan losses was required as of March 31, 2015.


Note 4 - Notes Payable

v2.4.1.9
Note 4 - Notes Payable
3 Months Ended
Mar. 31, 2015
Notes  
Note 4 - Notes Payable

NOTE 4 – NOTES PAYABLE

 

Notes Payable to Related Parties – On July 14, 2014, AQSP borrowed $300,000 from the Roberti Jacobs Family Trust (the "Trust"). The Trust is an affiliate of Gerard M. Jacobs, AQSP's chief executive officer.  The loan was repaid in full on August 5, 2014.


Note 5 - Shareholders' Equity

v2.4.1.9
Note 5 - Shareholders' Equity
3 Months Ended
Mar. 31, 2015
Notes  
Note 5 - Shareholders' Equity

NOTE 5 – SHAREHOLDERS’ EQUITY

 

Share-Based Compensation

The following is a summary of share-based compensation, stock option and warrant activity as of March 31, 2015 and changes during the year then ended:

 

 

 

Weighted-Average

Weighted-Average

Remaining Contractual

Aggregate

Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2014

6,198,774

$1.56

 

 

Granted in Q1 2015

-

-

 

 

Outstanding, March 31, 2015

6,198,774

$1.56

7.90

$6,379,269

Exercisable, March 31, 2015

3,598,774

$1.46

6.55

$5,266,769

 

 

 

 

 

Note:

 

 

 

 

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

 

Financing Warrants – Through December 31, 2012, the Company issued 938,000 warrants in connection with the issuance of notes payable primarily to related parties. The warrants were outstanding at March 31, 2015. At March 31, 2015, the financing warrants had a weighted-average exercise price of $2.32 per share, a weighted-average remaining contractual term of 1.85 years and an aggregate intrinsic value of $525,400.

 

Common Stock – On October 17, 2013, the Company entered into a settlement agreement with Matthew Ghourdjian and the Deborah Sue Ghourdjian Separate Property Trust, whereby Mr. Ghourdjian and the Trust sold to the Company 690,796 shares of common stock for $30,000 cash plus an obligation to pay an additional $20,000 in February 2014, or approximately $0.07 per share. Mr. Ghourdjian resigned from the Company as an employee, director and officer. Mr. Ghourdjian and the Trust, and the Company entered into mutual releases of all claims against one another. The obligation was paid in February 2014.

 

Also on October 17, 2013, Mr. Roger Greene entered into a settlement agreement with the Company whereby Mr. Greene forfeited his options to purchase 25,000 shares of common stock of the Company at $0.001 per share. In addition, Mr. Greene and the Company signed mutual releases of any and all claims against one another. Mr. Greene resigned as a director of the Company on that date.


Note 6 - Contingent Contractual Obligations and Commercial Commitments

v2.4.1.9
Note 6 - Contingent Contractual Obligations and Commercial Commitments
3 Months Ended
Mar. 31, 2015
Notes  
Note 6 - Contingent Contractual Obligations and Commercial Commitments

NOTE 6 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

 

As discussed in Note 3, the Company has commitments under agreements with the William Noyes Webster Foundation, Inc.

 

Medical marijuana on Cape Cod:

 

AQSP has agreed to pay a lump sum finder's fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) AQSP makes certain loans to the William Noyes Webster Foundation, Inc. (the "Foundation") which was found by Parare

 

Partners Inc., (2) the Foundation constructs and brings into operation its planned medical marijuana cultivation facility and dispensary in Massachusetts, (3) AQSP directly or via subsidiaries enters into certain consulting agreements with the Foundation, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows: (i) 5% of the first $1,000,000 of the aggregate principal amount of such loans, (ii) 4% of the second $1,000,000 of the aggregate principal amount of such loans, (iii) 3% of the third $1,000,000 of the aggregate principal amount of such loans, (iv) 2% of the fourth $1,000,000 of the aggregate principal amount of such loans, and (v) 1% of the aggregate principal amount of such loans that are in excess of $4,000,000.

 

Medical marijuana in California and Oregon:

 

AQSP has agreed to pay a lump sum finder’s fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) AQSP makes certain loans to a company found by Parare Partners Inc. (the "Cal/Ore Company") that wants to purchase certain medical marijuana facilities in  California and Oregon (the "Cal/Ore Facilities"), (2) the Cal/Ore Company purchases the Cal/Ore Facilities, (3) AQSP directly or via subsidiaries enters into purchase agreements with the Cal/Ore Company regarding the Cal/Ore Facilities, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows: (i) 5% of the first $1,000,000 of the aggregate principal amount of such loans, (ii) 4% of the second $1,000,000 of the aggregate principal amount of such loans, (iii) 3% of the third $1,000,000 of the aggregate principal amount of such loans, (iv) 2% of the fourth $1,000,000 of the aggregate principal amount of such loans, and (v) 1% of the aggregate principal amount of such loans that are in excess of $4,000,000.

 

As of March 31, 2015, no finder’s fees are due to Parare Partners, Inc.

 

Financial Consulting Agreement:

 

In January 2015, AQSP retained Aspen Equity Partners, LLL (“Aspen”) as  AQSP’s financial advisor, and AQSP paid Aspen a nonrefundable retainer of $50,000 in connection therewith. As AQSP’s financial advisor, Aspen may assist AQSP in the placement of equity, equity-linked securities or debt securities of the Company.  If AQSP completes  an equity financing covered by its agreement with Aspen, then Aspen shall receive a fee from AQSP of between three and one half percent (3.5%) to seven percent (7%) of the amount of such equity financing.  If AQSP completes a debt financing covered by its agreement with Aspen, then Aspen shall receive a fee of between one half percent (0.5%) to one percent (1%) of the amount of such debt financing. In addition, if AQSP completes an equity financing or a debt financing covered by its agreement with Aspen, then Aspen shall receive an additional transaction fee consisting of warrants to purchase the Company’s common stock so that, after giving effect to such financing, Aspen shall hold warrants equal to five percent (5%) of the equity financing or three percent (3%) of the debt financing. The period of time during which Aspen is obligated to provide financial advisory services to AQSP ends on May 31, 2015.


Note 7 - Subsequent Events

v2.4.1.9
Note 7 - Subsequent Events
3 Months Ended
Mar. 31, 2015
Notes  
Note 7 - Subsequent Events

NOTE 7 – SUBSEQUENT EVENTS

 

We have evaluated subsequent events through the date of filing this quarterly report on Form 10-Q.

 

AQSP has made additional loans of $71,950 to the Foundation subsequent to the quarter-end date. Following such additional loans, the principal of the loan from AQSP to the Foundation, evidenced by the Note and secured by the Security Agreement, is now $674,450.


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

v2.4.1.9
Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2015
Policies  
Basis of Presentation

Basis of PresentationOn February 13, 2012, Acquired Sales Corp (“Acquired Sales”, “AQSP” or the “Company”) purchased 100% of the equity interests of Defense & Security Technology Group, Inc. (“DSTG”). On September 30, 2013, Acquired Sales sold 100% of the capital stock of DSTG to Minh Le, the previous owner of DSTG prior to its acquisition. DSTG’s results of operations have been included in the Company's operations through September 30, 2013 and have been reclassified as discontinued operations.

 

On January 12, 2013, Acquired Sales entered into an agreement with Drumright Group, LLC (“Drumright”) that was closed on February 11, 2013, wherein Acquired Sales sold 100% of the capital stock of Cogility Software Corporation (“Cogility”) to Drumright. Cogility’s results of operations have been reclassified as discontinued operations.

Condensed Financial Statements

Condensed Financial Statements – The accompanying financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the annual financial statements included in Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2015. In particular, the nature of operations 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 consolidated financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015.

Principles of Consolidation

Principles of Consolidation – The accompanying consolidated financial statements include the accounts and operations of Acquired Sales for all periods presented. Intercompany accounts and transactions have been eliminated on consolidation.

Use of Estimates

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Significant estimates include share-based compensation. Actual results and outcomes may differ from management’s estimates and assumptions.

Basic and Diluted Earnings (Loss) Per Common Share

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by 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 share for the three months ended March 31, 2015 and 2014.

 

 

For the Three Months

 

Ended

 

March 31, 2014

 

2015

2014

Loss from continuing operations

$(217,226)

$(75,345)

Income from discontinued operations

-

7,941

Net income (Loss)

$(217,226)

$(67,404)

Weighted -Average Shares Outstanding

2,269,648

2,269,648

Basic  and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(0.10)

$(0.03)

Discontinued Operations

-

-

Basic and Diluted Earnings (Loss) per Share

$(0.10)

$(0.03)

 

There were 6,198,774 stock options and warrants and 938,000 financing warrants outstanding during the three months ended March 31, 2015 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. There were 2,148,774 employee stock options and 938,000 warrants outstanding during the three months ended March 31, 2014 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive.

Recent Accounting Pronouncements

Recent Accounting Pronouncements - In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first quarter of fiscal year 2018 using one of two retrospective application methods. The Company has not determined the potential effects on the financial statements.

 

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation-Stock Compensation (Topic 718)-Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). ASU No. 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition.  The effective date will be the first quarter of fiscal year 2016. The Company has not determined the potential effects on the financial statements.


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

v2.4.1.9
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)
3 Months Ended
Mar. 31, 2015
Tables/Schedules  
Schedule of Earnings Per Share, Basic and Diluted

The following table summarizes the calculations of basic and diluted earnings (loss) per share for the three months ended March 31, 2015 and 2014.

 

 

For the Three Months

 

Ended

 

March 31, 2014

 

2015

2014

Loss from continuing operations

$(217,226)

$(75,345)

Income from discontinued operations

-

7,941

Net income (Loss)

$(217,226)

$(67,404)

Weighted -Average Shares Outstanding

2,269,648

2,269,648

Basic  and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(0.10)

$(0.03)

Discontinued Operations

-

-

Basic and Diluted Earnings (Loss) per Share

$(0.10)

$(0.03)


Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)

v2.4.1.9
Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)
3 Months Ended
Mar. 31, 2015
Tables/Schedules  
Schedule of Share-based Compensation, Stock Options and Warrant Activity

The following is a summary of share-based compensation, stock option and warrant activity as of March 31, 2015 and changes during the year then ended:

 

 

 

Weighted-Average

Weighted-Average

Remaining Contractual

Aggregate

Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2014

6,198,774

$1.56

 

 

Granted in Q1 2015

-

-

 

 

Outstanding, March 31, 2015

6,198,774

$1.56

7.90

$6,379,269

Exercisable, March 31, 2015

3,598,774

$1.46

6.55

$5,266,769

 

 

 

 

 

Note:

 

 

 

 

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

 


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

v2.4.1.9
Note 1 - Basis of Presentation and Significant Accounting Policies: Basis of Presentation (Details)
12 Months Ended
Dec. 31, 2012
Sep. 30, 2013
Jan. 12, 2013
Defense Securities Technology Group      
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions 100.00%us-gaap_SubsidiaryOrEquityMethodInvesteeCumulativePercentageOwnershipAfterAllTransactions
/ us-gaap_BusinessAcquisitionAxis
= fil_DefenseSecuritiesTechnologyGroupMember
   
Defense & Security Technology Group, Inc      
Stock Sold to Acquirer, percent   100.00%fil_StockSoldToAcquirerPercent
/ us-gaap_BusinessAcquisitionAxis
= fil_DefenseSecurityTechnologyGroupIncMember
 
Drumright Group LLC purchase of Cogility      
Stock Sold to Acquirer, percent     100.00%fil_StockSoldToAcquirerPercent
/ us-gaap_BusinessAcquisitionAxis
= fil_DrumrightGroupLLCPurchaseOfCogilityMember

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)

v2.4.1.9
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 $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Details    
Loss from Contining Operations $ (217,226)us-gaap_IncomeLossFromContinuingOperations $ (75,345)us-gaap_IncomeLossFromContinuingOperations
Income from Discontinued Operations 0us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity 7,941us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity
Net income (Loss) $ (217,226)us-gaap_ProfitLoss $ (67,404)us-gaap_ProfitLoss
Weighted -Average Shares Outstanding 2,269,648us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 2,269,648us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted
Basic and Diluted Earnings (Loss) per Share    
Continuing Operations $ (0.10)us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare $ (0.03)us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare
Discontinued Operations      
Basic and Diluted Earnings (Loss) per Share $ (0.10)us-gaap_EarningsPerShareBasicAndDiluted $ (0.03)us-gaap_EarningsPerShareBasicAndDiluted

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

v2.4.1.9
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Equity Option    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 6,198,774us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_StockOptionMember
2,148,774us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_StockOptionMember
Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 938,000us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_WarrantMember
938,000us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
/ us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis
= us-gaap_WarrantMember

Note 2 - Risks and Uncertainties (Details)

v2.4.1.9
Note 2 - Risks and Uncertainties (Details) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Details      
Accumulated deficit $ (12,564,654)us-gaap_RetainedEarningsAccumulatedDeficit   $ (12,347,428)us-gaap_RetainedEarningsAccumulatedDeficit
Loss from Contining Operations (217,226)us-gaap_IncomeLossFromContinuingOperations (75,345)us-gaap_IncomeLossFromContinuingOperations  
Net cash used in operating activities of continuing operations $ (213,966)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations $ (45,344)us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations  

Note 3 - Note Receivable (Details)

v2.4.1.9
Note 3 - Note Receivable (Details) (USD $)
1 Months Ended
Jul. 31, 2014
Mar. 31, 2015
Dec. 31, 2014
Accrued Interest Receivable   $ 55,805us-gaap_InterestReceivableNoncurrent $ 35,926us-gaap_InterestReceivableNoncurrent
Secured Promissory Note | William Noyes Webster Foundation Inc      
Debt Instrument, Face Amount   1,500,000us-gaap_DebtInstrumentFaceAmount
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
 
Note Receivable   602,500us-gaap_NotesAndLoansReceivableNetCurrent
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
 
Advances 600,000us-gaap_PaymentsForLoans
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
   
Debt Instrument, Interest Rate, Stated Percentage   12.50%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
 
Secured Promissory Note | William Noyes Webster Foundation Inc | Payment To Consultant      
Advances 2,500us-gaap_PaymentsForLoans
/ us-gaap_ContingentConsiderationByTypeAxis
= fil_PaymentToConsultantMember
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
   
Secured Promissory Note | William Noyes Webster Foundation Inc | Unfunded Portion of Note      
Debt Instrument, Face Amount   $ 897,500us-gaap_DebtInstrumentFaceAmount
/ us-gaap_ContingentConsiderationByTypeAxis
= fil_UnfundedPortionOfNoteMember
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
 

Note 4 - Notes Payable (Details)

v2.4.1.9
Note 4 - Notes Payable (Details) (Roberti Jacobs Family Trust, USD $)
Jul. 14, 2014
Roberti Jacobs Family Trust
 
Debt Instrument, Face Amount $ 300,000us-gaap_DebtInstrumentFaceAmount
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= fil_RobertiJacobsFamilyTrustMember

Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)

v2.4.1.9
Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) (USD $)
3 Months Ended
Mar. 31, 2015
Details  
Options, Outstanding, Beginning Balance 6,198,774us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance $ 1.56us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
Granted in Q1 2015 0us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price $ 0us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice
Options, Outstanding, Ending Balance 6,198,774us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
Options, Outstanding, Weighted Average Exercise Price, Ending Balance $ 1.56us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
Options, Outstanding, Weighted Average Remaining Term 7 years 10 months 24 days
Options, Outstanding, Intrinsic Value $ 6,379,269us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue
Options, Exercisable 3,598,774us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber
Options, Exercisable, Weighted Average Exercise Price $ 1.46us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice
Options, Exercisable, Weighted Average Remaining Term 6 years 6 months 18 days
Options, Exercisable, Intrinsic Value $ 5,266,769us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1

Note 5 - Shareholders' Equity (Details)

v2.4.1.9
Note 5 - Shareholders' Equity (Details) (USD $)
3 Months Ended 12 Months Ended 3 Months Ended
Mar. 31, 2014
Dec. 31, 2013
Mar. 31, 2015
Feb. 28, 2014
Oct. 17, 2013
Class of Warrant, Outstanding     938,000us-gaap_ClassOfWarrantOrRightOutstanding    
Class of Warrant, Exercise Price of Warrants     2.32us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1    
Payment to Mr. Ghourdjian for Purchase of Common Stock $ 20,000us-gaap_PaymentsForRepurchaseOfCommonStock $ 30,000us-gaap_PaymentsForRepurchaseOfCommonStock      
Payment to Mr. Ghourdjian for Purchase of Common Stock 20,000us-gaap_PaymentsForRepurchaseOfCommonStock 30,000us-gaap_PaymentsForRepurchaseOfCommonStock      
Matthew Ghourdjian          
Share Price       $ 0.07us-gaap_SharePrice
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= fil_MatthewGhourdjianMember
 
Roger Greene          
Share Price         $ 0.001us-gaap_SharePrice
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= fil_RogerGreeneMember
Options, Forfeited in Period     25,000us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= fil_RogerGreeneMember
   
Common Stock          
Stock Repurchased During Period, Shares   (690,796)us-gaap_StockRepurchasedDuringPeriodShares
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
     
Warrant | Notes Payable to Related Parties          
Weighted Average Remaining Contractual Term     1 year 10 months 6 days    
Aggregate Intrinsic Value     525,400us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueOutstanding
/ us-gaap_DebtInstrumentAxis
= fil_NotesPayableToRelatedPartiesMember
/ us-gaap_FinancialInstrumentAxis
= us-gaap_WarrantMember
   

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

v2.4.1.9
Note 6 - Contingent Contractual Obligations and Commercial Commitments (Details) (USD $)
3 Months Ended
Mar. 31, 2015
Parere Partners Inc. | Medical marijuana on Cape Cod  
Commitments Under Agreements with the William Noyes Webster Foundation, Inc. (i) 5% of the first $1,000,000 of the aggregate principal amount of such loans, (ii) 4% of the second $1,000,000 of the aggregate principal amount of such loans, (iii) 3% of the third $1,000,000 of the aggregate principal amount of such loans, (iv) 2% of the fourth $1,000,000 of the aggregate principal amount of such loans, and (v) 1% of the aggregate principal amount of such loans that are in excess of $4,000,000.
Parere Partners Inc. | Medical marijuana in California and Oregon  
Commitments Under Agreements with the William Noyes Webster Foundation, Inc. (i) 5% of the first $1,000,000 of the aggregate principal amount of such loans, (ii) 4% of the second $1,000,000 of the aggregate principal amount of such loans, (iii) 3% of the third $1,000,000 of the aggregate principal amount of such loans, (iv) 2% of the fourth $1,000,000 of the aggregate principal amount of such loans, and (v) 1% of the aggregate principal amount of such loans that are in excess of $4,000,000.
Aspen Equity Partners, LLL | Financial Consulting Agreement  
Commitments Under Agreements with the William Noyes Webster Foundation, Inc. If AQSP completes an equity financing covered by its agreement with Aspen, then Aspen shall receive a fee from AQSP of between three and one half percent (3.5%) to seven percent (7%) of the amount of such equity financing. If AQSP completes a debt financing covered by its agreement with Aspen, then Aspen shall receive a fee of between one half percent (0.5%) to one percent (1%) of the amount of such debt financing. In addition, if AQSP completes an equity financing or a debt financing covered by its agreement with Aspen, then Aspen shall receive an additional transaction fee consisting of warrants to purchase the Company’s common stock so that, after giving effect to such financing, Aspen shall hold warrants equal to five percent (5%) of the equity financing or three percent (3%) of the debt financing.
Nonrefundable Retainer 50,000fil_NonrefundableRetainer
/ us-gaap_ContingentConsiderationByTypeAxis
= fil_FinancialConsultingAgreementMember
/ dei_LegalEntityAxis
= fil_AspenEquityPartnersLllMember

Note 7 - Subsequent Events (Details)

v2.4.1.9
Note 7 - Subsequent Events (Details) (Secured Promissory Note, William Noyes Webster Foundation Inc, USD $)
1 Months Ended 3 Months Ended
Jul. 31, 2014
Mar. 31, 2015
Advances $ 600,000us-gaap_PaymentsForLoans  
Debt Instrument, Face Amount   1,500,000us-gaap_DebtInstrumentFaceAmount
Subsequent Event    
Advances   71,950us-gaap_PaymentsForLoans
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember
Debt Instrument, Face Amount   $ 674,450us-gaap_DebtInstrumentFaceAmount
/ us-gaap_DebtInstrumentAxis
= fil_SecuredPromissoryNoteMember
/ dei_LegalEntityAxis
= fil_WilliamNoyesWebsterFoundationIncMember
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember

Element Counts

Number of Extension Elements: 97
Number of Contexts: 45
Number of Segments: 23
Number of Units: 4

Rendering Log

Process Flow-Through: 000020 - Statement - CONDENSED BALANCE SHEETS (Unaudited)

Process Flow-Through: Removing column 'Mar. 31, 2014'

Process Flow-Through: Removing column 'Dec. 31, 2013'

Process Flow-Through: 000030 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)

Process Flow-Through: 000040 - Statement - CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

Process Flow-Through: 000060 - Statement - CONDENSED STATEMENT OF CASH FLOWS

Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2013'


Content Summary

Documents

000010 - Document - Document and Entity Information

Statements

000020 - Statement - CONDENSED BALANCE SHEETS (Unaudited)

000030 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)

000040 - Statement - CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

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

000060 - Statement - CONDENSED STATEMENT OF CASH FLOWS

Notes to Financials (level 1)

000070 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies

000080 - Disclosure - Note 2 - Risks and Uncertainties

000090 - Disclosure - Note 3 - Note Receivable

000100 - Disclosure - Note 4 - Notes Payable

000110 - Disclosure - Note 5 - Shareholders' Equity

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

000130 - Disclosure - Note 7 - Subsequent Events

Policies (level 2)

000140 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)

Tables/Schedules (level 3)

000150 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)

000160 - Disclosure - Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)

Details (level 4)

000170 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies: Basis of Presentation (Details)

000180 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details)

000190 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details)

000200 - Disclosure - Note 2 - Risks and Uncertainties (Details)

000210 - Disclosure - Note 3 - Note Receivable (Details)

000220 - Disclosure - Note 4 - Notes Payable (Details)

000230 - Disclosure - Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)

000240 - Disclosure - Note 5 - Shareholders' Equity (Details)

000250 - Disclosure - Note 6 - Contingent Contractual Obligations and Commercial Commitments (Details)

000260 - Disclosure - Note 7 - Subsequent Events (Details)


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