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Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2016
Jun. 30, 2018
Mar. 23, 2017
Document and Entity Information:      
Entity Registrant Name ACQUIRED SALES CORP    
Document Type 10-K    
Document Period End Date Dec. 31, 2016    
Amendment Flag false    
Entity Central Index Key 0001391135    
Current Fiscal Year End Date --12-31    
Entity Common Stock, Shares Outstanding     2,369,648
Entity Filer Category Smaller Reporting Company    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Well-known Seasoned Issuer No    
Document Fiscal Year Focus 2016    
Document Fiscal Period Focus FY    
Entity Public Float   $ 294,633  
Trading Symbol aqsp    
Contained File Information, File Number 000-51230    
Entity Incorporation, State Country Name Nevada    
Entity Address, Address Line One 31 N. Suffolk Lane    
Entity Address, City or Town Lake Forest    
Entity Address, State or Province Illinois    
Entity Address, Postal Zip Code 60045    
City Area Code 847    
Local Phone Number 915-2446    
BALANCE SHEETS - USD ($)
Dec. 31, 2016
Dec. 31, 2015
Current Assets    
Cash and cash equivalents $ 605 $ 27,781
Total Current Assets 605 27,781
Note receivable 0 25,000
Interest receivable 0 0
Total Assets 605 52,781
Accounts Payable - Related Party    
Accounts Payable - Related Party - Payable to William C. Jacobs 43,149 6,053
Accounts Payable - Related Party - Payable to Gerard M. Jacobs 9,684 1,879
Accounts Payable - Related Party - Payable to Other Related Party 4,000 0
Accounts Payable - Related Party 56,833 7,932
Trade accounts payable 91,913 11,363
Total Current Liabilities 148,746 19,295
Shareholders' Equity    
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none outstanding 0 0
Common stock, $0.001 par value; 100,000,000 shares authorized; 2,369,648 and 2,269,648 shares outstanding, respectively 2,370 2,270
Additional paid-in capital 13,554,524 13,554,524
Accumulated deficit (13,705,035) (13,523,308)
Total Shareholders'Equity (148,141) 33,486
Total Liabilities and Shareholders' Equity $ 605 $ 52,781
BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2016
Dec. 31, 2015
Statement of Financial Position [Abstract]    
Common Stock, par or stated value $ 0.001 $ 0.001
Common Stock, shares authorized 100,000,000 100,000,000
Common Stock, shares outstanding 2,369,648 2,269,648
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 10,000,000 10,000,000
Preferred Stock, shares issued 0 0
Preferred Stock, shares outstanding 0 0
STATEMENTS OF OPERATIONS - USD ($)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Income Statement [Abstract]    
Selling, General and Administrative Expense $ (79,491) $ (149,406)
Professional Fees (102,264) (254,965)
Bad Debt Expense 0 (835,277)
Interest Income 0 61,501
Other Income 28 2,267
Provision for Income Taxes 0 0
Net Loss $ (181,727) $ (1,175,880)
Basic and Diluted Earnings Loss per Share $ (0.08) $ (0.52)
Basic and diluted weighted average number of common shares outstanding: 2,331,745 2,269,648
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Stockholders' Equity beginning of period, Value at Dec. 31, 2014 $ 2,270 $ 13,554,524 $ (12,347,428) $ 1,209,366
Stockholders' Equity beginning of period, Shares at Dec. 31, 2014 2,269,648      
Net Loss (1,175,880) (1,175,880)
Stockholders' Equity, end of period, Value at Dec. 31, 2015 $ 2,270 13,554,524 (13,523,308) 33,486
Stockholders' Equity, end of period, Shares at Dec. 31, 2015 2,269,648      
Exercise of Stock Options, Value $ 100 $ 100
Exercise of Stock Options, Shares 100,000     100,000
Net Loss (181,727) $ (181,727)
Stockholders' Equity, end of period, Value at Dec. 31, 2016 $ 2,370 $ 13,554,524 $ (13,705,035) $ (148,141)
Stockholders' Equity, end of period, Shares at Dec. 31, 2016 2,369,648      
STATEMENTS OF CASH FLOWS - USD ($)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Cash Flows From Operating Activities    
Net Loss $ (181,727) $ (1,175,880)
Changes in operating assets and liabilities:    
Bad debt expense 0 835,277
Prepaid expenses 0 7,985
Accrued interest receivable 0 (61,501)
Accounts Payable - Related Party 48,901 (13,208)
Trade Accounts Payable 80,550 7,521
Net Cash Used in Operating Activities (52,276) (399,806)
Cash Flows From Investing Activities    
Notes receivable 25,000 (160,350)
Net Cash Provided by (Used In) Provided by Investing Activities 25,000 (160,350)
Cash Flow From Financing Activities    
Exercise of Stock Options 100 0
Net Cash Provided by (Used in) Financing Activities 100 0
Net (Decrease) Increase in Cash (27,176) (560,156)
Cash and Cash Equivalents at Beginning of Year 27,781 587,937
Cash and Cash Equivalents at End of Year 605 27,781
Supplemental Cash Flow Information    
Cash paid for interest 0 0
Cash paid for income taxes $ 0 $ 0
Note 1 - Basis of Presentation and Significant Accounting Policies
12 Months Ended
Dec. 31, 2016
Disclosure Text Block [Abstract]  
Note 1 - Basis of Presentation and Significant Accounting Policies

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

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

 

Use of Estimates – The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) typically requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

 

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred income taxes. Deferred income taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and on tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided against deferred income tax assets when it is not more likely than not that the deferred income tax assets will be realized.

 

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2016 and 2015:

 

    For the Year Ended
    December 31,
    2016   2015
Net Loss   $ (181,727)     $ (870,495)  
Weighted -Average Shares Outstanding   2,331,745      2,269,648   
         
Basic and Diluted Earnings Loss per Share   $ (0.08)     $ (0.38)  

 

At December 31, 2016, there were 2,048,774 stock options, 478,000 financing warrants and rights to purchase warrants to purchase 2,700,000 shares of the Company’s common stock outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive.

 

In comparison, at December 31, 2015, there were 2,148,774 stock options, 478,000 financing warrants and rights to purchase warrants to purchase 2,700,000 shares of the Company’s common stock outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive.

 

Recent Accounting Pronouncements - In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation-Stock Compensation (Topic 718)-Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). ASU No. 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition. The effective date is the first quarter of fiscal year 2016. The Company adopted ASU No. 2014-12; the adoption of this has had no effect on the financial statements.

 

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

 

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

 

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

 

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

Note 2 - Risks and Uncertainties
12 Months Ended
Dec. 31, 2016
Disclosure Text Block [Abstract]  
Note 2 - Risks and Uncertainties

NOTE 2 - RISKS AND UNCERTAINTIES

 

Going Concern – The Company has a history of recurring losses which have resulted in an accumulated deficit of $13,705,035 as of December 31, 2016. During the year ended December 31, 2016, the Company recognized a net loss of $181,727. The Company used net cash of $56,276 in operating activities during the year ended December 31, 2016. As discussed in Note 3, on September 1, 2015, the Company determined that the note and related interest receivable due from the William Noyes Webster Foundation, Inc. (the “Foundation”) would not be collectible. As such, the Company wrote off the note totaling $737,850 and interest receivable totaling $97,427 as bad debt expense on September 1, 2015. 

 

The sales of Cogility and DSTG eliminated the Company’s source of revenue. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

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

Note 3 - Notes Receivable
12 Months Ended
Dec. 31, 2016
Disclosure Text Block [Abstract]  
Note 3 - Notes Receivable

NOTE 3 – NOTES RECEIVABLE

 

The William Noyes Webster Foundation, Inc.

 

The Foundation, a non-profit Massachusetts corporation, has received a provisional registration from the Commonwealth of Massachusetts to own and operate a medical marijuana cultivation facility in Plymouth, Massachusetts, and a medical marijuana dispensary in Dennis, Massachusetts. Jane W. Heatley (“Heatley”) is the founder and a member of the board of directors of the Foundation.

 

Teaming Agreement – The Company believes it is highly likely that the board of directors of the Foundation will only approve contracts that have been negotiated and approved by Heatley. Consequently, on July 8, 2014, the Company entered into a Teaming Agreement (the "Teaming Agreement") with Heatley, in which, among other things: (1) the Company and Heatley agreed to use their respective best efforts, working exclusively together as a team, and not as a partnership or other entity, in order to consummate transactions, agreements, contracts or other arrangements pursuant to which the Company will provide capital and expertise to the Foundation; and (2) Heatley agreed that Heatley shall not, and shall not permit the Foundation to, discuss or negotiate for debt or equity financing, or consulting services or other expertise, from any third party. The Company claims that Heatley violated the Teaming Agreement by discussing and negotiating for debt or equity financing, or consulting services or other expertise, from at least one third party. Heatley claims that the Company violated the Teaming Agreement alleging that the Company failed to lend funds to the Foundation in accordance with the Teaming Agreement. The Company believes Heatley's claim to be baseless. No assurances whatsoever can be made that Heatley will comply with the terms of the Teaming Agreement, nor that the Company will be able to adequately enforce the terms of the Teaming Agreement if it is ever the subject of litigation.

 

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

 

Between April and July 2015, the Company loaned an additional $135,350 to the Foundation, evidenced by the Note and secured by the Security Agreement. Following such additional loans, the principal of the loan from the Company to the Foundation, evidenced by the Note and secured by the Security Agreement, is now $737,850. The principal balance outstanding under the Note bore interest at the rate of 12.5% per annum, compounded monthly. It was contemplated that the first payment of accrued interest by the Foundation under the Note would be made as soon after the Foundation commences operations of the Plymouth Cultivation Facility and the Dennis Dispensary as the Foundation's cash flows shall reasonably permit, but in any event no later than one year after the Foundation commences operations. The principal of the Note would be payable in eight consecutive equal quarterly installments, commencing on the last day of the calendar quarter in which the Foundation commences operations. Principal on the Note and related accrued interest would be considered past due if the aforementioned payments were not received by their due dates.

 

Uncollectable Note and Interest Receivable – The Company assessed the collectability of the Note based on the adequacy of the Foundation’s collateral and the Foundation’s capability of repaying the Note according to its terms. Based on this assessment, on September 1, 2015, the Company concluded that Note and interest receivable would not be collectible. As such, the Company wrote off the Note totaling $737,850 and interest receivable totaling $97,427 as bad debt expense on September 1, 2015.

 

One-Seven, LLC

 

One-Seven, LLC ("One-Seven") is a business investment firm that hopes to make equity and/or debt investments in privately held and/or publicly traded companies from time to time. On October 9, 2015, the Company’s Chief Executive Officer, Gerard M. Jacobs, loaned money to One-Seven. On November 4, 2015, the Company entered into an Agreement with One-Seven, its Managing Partner Douglas Stukel ("Stukel"), and Gerard M. Jacobs pursuant to which the Company loaned $50,000 interest-free to One-Seven. As of December 31, 2015, $25,000 of the loan had been repaid to the Company by One-Seven, and the balance of $25,000 was still held by the Company as a receivable from One-Seven. The loan was repaid in full as of January 5, 2016. In consideration of such $50,000 loan to One-Seven, One-Seven and Stukel agreed that if One-Seven is successful in securing additional funding, then Stukel and One-Seven are obligated to use good faith efforts to work with Gerard M. Jacobs and the Company, as a team and not as a partnership, joint venture or other entity, in order to explore and hopefully close transactions pursuant to which: (a) One-Seven may provide debt, convertible debt and/or equity to the Company, all on mutually acceptable terms and conditions; (b) One-Seven may provide debt, convertible debt and/or equity to business entities that may be wholly or partly purchased by, or merged into, the Company, all on mutually acceptable terms and conditions; and (c) Stukel may participate in the management of the Company and obtain a salary and a package of stock options and/or warrants to purchase shares of common stock of the Company, all on mutually acceptable terms and conditions.

 

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

Note 4 - Amounts Owed to Related Parties
12 Months Ended
Dec. 31, 2016
Related Party Transactions [Abstract]  
Note 4 - Amounts Owed to Related Parties

NOTE 4 – AMOUNTS OWED TO RELATED PARTIES

 

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

 

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

 

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

Note 5 - Shareholders' Equity
12 Months Ended
Dec. 31, 2016
Disclosure Text Block [Abstract]  
Note 5 - Shareholders' Equity

NOTE 5 – SHAREHOLDERS’ EQUITY

 

Share-Based Compensation – In 2014, the Company granted its Chief Executive Officer and Board of Directors the rights to purchase warrants to purchase common stock as compensation for their services. Share-based compensation expense recognized during the years ended December 31, 2016 and 2015 was $0 and $0, respectively. In prior years, the Company has also granted stock options and warrants as compensation to management, to the Board of Directors, and to a consultant.

 

On November 28, 2014, the Company’s Chief Executive Officer and Board of Directors were issued rights to purchase warrants, which do not require shareholder approval, to purchase an aggregate of 1,350,000 shares of common stock of the Company at $0.01 per share and rights to purchase warrants to purchase an aggregate of 1,350,000 shares of common stock at $1.85 per share, which rights to purchase warrants do not require shareholder approval. The $0.01 warrants became exercisable once the Company’s common stock closed at not less than $3.50 per share on at least ten consecutive trading days. This condition was met in December 2014. The $1.85 warrants contained this condition which has been met, but 1,250,000 of the $1.85 warrants also are conditioned upon the acquisition by the Company of at least one of certain real estate properties owned by entities controlled by one of the Company’s directors, Vincent J. Mesolella. When exercisable, the warrants are exercisable through December 31, 2024. The grant-date fair value of these warrants was $5,144,229, or a weighted-average fair value of $1.91 per share, determined by the Black-Scholes option pricing model using the following weighted-average assumptions: expected future stock volatility of 147%; risk-free interest rate of 1.49%; dividend yield of 0% and an expected term of 5.0 years. The expected future stock volatility was based on the combined volatility of Acquired Sales’ stock and two peer companies’ stock volatilities. The risk-free interest rate was based on the U.S. Federal treasury rate for instruments due over the expected term of the warrants. The expected term of each warrant was based on the midpoint between the date the warrant vests and the contractual term of the warrant.

 

On November 28, 2014, the Company’s Chief Executive Officer and directors were also issued rights to purchase warrants, which do not require shareholder approval, to purchase an aggregate of 1,350,000 shares of common stock of the Company at the same price per share of Acquired Sales’ stock paid by the investor(s) in the planned capital raise of at least $15,000,000 by May 31, 2015 to fund the cash portion of the PPV merger consideration (the “Capital Raise Price Per Share”), with the exercise of 1,250,000 of these warrants being conditioned upon the acquisition by the Company of four real estate properties owned by entities controlled by one of the Company’s directors, Vincent J. Mesolella.

 

The fair value of the warrants was estimated by a valuation firm, on the date of grant, using a Monte Carlo Simulation model. Using this model, the Company assumed that the performance conditions would be achieved. If such conditions were not met, no compensation cost would be recognized and any recognized compensation cost would be reversed. The weighted-average grant-date fair value of the warrants was $1.88 per share, for a total value of $2,536,472, based on the following weighted-average assumptions: an expected future stock volatility of 147%, which was the combined volatility of Acquired Sales’ stock and two peer companies’ stock volatilities; risk-free interest rate of 1.50% and a dividend yield of 0%. The expected term of 5.0 years was determined by the simulation. The risk-free interest rate was based on the U.S. Treasury Constant Maturity Yield over the expected term of the warrants. The Company terminated its letter of intent to acquire PPV on March 11, 2015, and as such terminated its efforts to raise the capital necessary to acquire PPV.

 

On July 20, 2015, the board of directors of the Company agreed and acknowledged that all of the rights to purchase warrants, granted to members of the board of directors of the Company, whose exercise price was based on the planned capital raise to fund the proposed acquisition of PPV, Inc. are now terminated. As a result of this termination, rights to purchase warrants, granted to members of the Board of Directors of the Company, exercisable into 1,350,000 shares of the Company have been terminated, and no compensation expense related to these warrants has been recognized to date.

 

The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2016 and changes during the year then ended:

 

  Shares Weighted-Average Exercise Price (a) Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value
Outstanding, December 31, 2015 4,848,774    $ 1.56       
Exercised options 100,000    $ -       
Outstanding, December 31, 2016 4,748,774    $ 1.59    5.66    $ 1,361,475   
Exercisable, December 31, 2016 3,498,774    $ 1.50    4.82    $ 1,361,475   
         
Note:        
(a) The Weighted-Average Exercise Price column excludes those warrants that have an exercise price for the common stock priced at the Capital Raise Price Per Share.

 

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

 

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

 

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

 

Financing Warrants – Through December 31, 2012, the Company issued 938,000 financing warrants in connection with the issuance of notes payable primarily to related parties. 460,000 of these financing warrants expired on March 31, 2016 and 478,000 of these financing warrants were outstanding at December 31, 2016. At December 31, 2016, the financing warrants had a weighted-average exercise price of $2.63 per share, a weighted-average remaining contractual term of 0.44 years and an aggregate intrinsic value of $0.

Note 6 - Income Taxes
12 Months Ended
Dec. 31, 2016
Disclosure Text Block [Abstract]  
Note 5 - Income Taxes

NOTE 6 – INCOME TAXES

 

During the years ended December 31, 2016 and 2015, the Company did not incur any current tax on its continuing operations and there was no deferred tax provision or benefit from continuing operations at the federal level or at the state level in Nevada. At December 31, 2016, the Company has U.S. Federal net operating loss carry forwards of $1,908,232 that will expire in 2030 through 2034 if not used by those dates.

 

As of December 31, 2016, the Company had no unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate over the next 12 months. The Company currently believes that all significant filing positions are highly certain and that all of its significant income tax filing positions and deductions would be sustained upon audit. Therefore, the Company has no significant reserves for uncertain tax positions and no adjustments to such reserves were required by generally accepted accounting principles. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company’s tax returns are subject to examination for the years ended December 31, 2011 through 2015. A reconciliation of the amount of tax benefit computed using the U.S. federal statutory income tax rate to the provision for income taxes on continuing operations is as follows:

 

         
      For the Years Ended
       December 31,
      2016    2015   
Tax expenses (benefit) at statutory rate (34%) $ (61,862)   $ (398,099)  
State tax benefit, net of federal benefit (6,004)   (38,639)  
Non-deductible expenses   532    2,108   
Revision of prior years' deferred tax assets (1,866)   (27,828)  
Change in estimated future income tax rates -    -   
Change in valuation allowance   69,200    462,458   
Provision for Income Taxes   $ -    $ -   

 

The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2016 and 2015 were as follows:

 

    December 31,
    2016    2015   
Operating loss carry forwards     713,555      644,437   
Stock-based compensation     2,874,127      2,874,127   
Allowance on Loan Loss     -      -   
Other     233      233   
Less: Valuation allowance     (3,587,915)     (3,518,797)  
Net Deferred Income Tax Asset   $ -    $ -   

 

The deferred tax asset valuation allowance increased by $69,118 and $1,663,406 during the years ended December 31, 2016 and 2015, respectively.

Note 7 - Contingent Contractual Obligations and Commercial Commitments
12 Months Ended
Dec. 31, 2016
Disclosure Text Block [Abstract]  
Note 7 - Contingent Contractual Obligations and Commercial Commitments

NOTE 7 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

 

Medical Marijuana in Massachusetts:

 

As discussed in Note 3, the Company has agreements with Heatley and the Foundation.

 

On July 20, 2014, the Company entered into an agreement to pay a lump sum finder's fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) the Company makes certain loans to the Foundation which was found by Parare Partners Inc., (2) the Foundation constructs and brings into operation its planned medical marijuana cultivation facility in Plymouth, Massachusetts and a medical marijuana dispensary in Dennis, Massachusetts, (3) the Company directly or via subsidiaries enters into certain consulting agreements with the Foundation, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows:

 

5% of the first $1,000,000 of the aggregate principal amount of such loans

4% of the second $1,000,000 of the aggregate principal amount of such loans

3% of the third $1,000,000 of the aggregate principal amount of such loans

2% of the fourth $1,000,000 of the aggregate principal amount of such loans

1% of the aggregate principal amount of such loans that are in excess of $4,000,000

 

The Company has not paid any fees under this Agreement. All of the conditions have not been met for the finder's fee to have accrued on the amounts loaned to the Foundation; therefore, a liability has not been recorded for the finder's fee at December 31, 2016.

 

During the nine month period ended September 30, 2015, MVJ Realty, LLC, an affiliate of AQSP director Vincent J. Mesolella (“MVJ Realty”), loaned a total of $23,000 to the Foundation, which $23,000 was purportedly used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the “Two New Applications”) by the Foundation to the Commonwealth of Massachusetts for licenses (the “Two New Licenses”) to operate two new medical marijuana dispensaries in Massachusetts (the “Two New Dispensaries”). In making these $23,000 loans to the Foundation, MVJ Realty viewed itself as acting as an agent for the Company, and expected to eventually be reimbursed for the $23,000 by the Company subject to the execution and delivery by the Foundation to the Company of loan documents evidencing that the principal amount of the loan from the Company to the Foundation, evidenced by the Note and secured by the Security Agreement, had been increased by $23,000. The execution and delivery of such loan documents occurred on July 15, 2015, and MVJ Realty was reimbursed for the $23,000 in August 2015.

 

In the Two New Applications, the Foundation included background information in regard to each of the Company’s directors and officers. If the Two New Licenses are awarded to the Foundation, then the Foundation may seek to obtain financing for the Two New Dispensaries from MVJ Realty/AQSP. The Foundation and MVJ Realty/AQSP have not yet entered into any agreements in regard to such potential financing, and the Company considers it to be extremely doubtful that any such agreements will ever be entered into in light of the on-going disputes between

Heatley, the Foundation, and the Company regarding the Teaming Agreement.

 

At this time, no assurances or guarantees whatsoever can be made as to whether any transaction with the Foundation will be successfully consummated, nor on what terms.

Note 8 - Subsequent Events
12 Months Ended
Dec. 31, 2016
Subsequent Events [Abstract]  
Note 8 - Subsequent Events

NOTE 8 – SUBSEQUENT EVENTS

 

On July 13, 2018, the Audit Committee, Compensation Committee, and full Board of Directors of AQSP approved by unanimous written consent borrowings by AQSP on the following terms: (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023. As of August 31, 2018, a total of $14,790.70 has been borrowed by AQSP on such terms.

Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2016
Policy Text Block [Abstract]  
Basis of Presentation

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

 

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

 

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

Use of Estimates

Use of Estimates – The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) typically requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Income Taxes

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred income taxes. Deferred income taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and on tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided against deferred income tax assets when it is not more likely than not that the deferred income tax assets will be realized.

Basic and Diluted Earnings (Loss) Per Common Share

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2016 and 2015:

 

    For the Year Ended
    December 31,
    2016   2015
Net Loss   $ (181,727)     $ (870,495)  
Weighted -Average Shares Outstanding   2,331,745      2,269,648   
         
Basic and Diluted Earnings Loss per Share   $ (0.08)     $ (0.38)  

 

At December 31, 2016, there were 2,048,774 stock options, 478,000 financing warrants and rights to purchase warrants to purchase 2,700,000 shares of the Company’s common stock outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive.

 

In comparison, at December 31, 2015, there were 2,148,774 stock options, 478,000 financing warrants and rights to purchase warrants to purchase 2,700,000 shares of the Company’s common stock outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive.

Recent Accounting Pronouncements

Recent Accounting Pronouncements - In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation-Stock Compensation (Topic 718)-Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). ASU No. 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition. The effective date is the first quarter of fiscal year 2016. The Company adopted ASU No. 2014-12; the adoption of this has had no effect on the financial statements.

 

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

 

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

 

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

 

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

Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)
12 Months Ended
Dec. 31, 2016
Table Text Block Supplement [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted

The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2016 and 2015:

 

    For the Year Ended
    December 31,
    2016   2015
Net Loss   $ (181,727)     $ (870,495)  
Weighted -Average Shares Outstanding   2,331,745      2,269,648   
         
Basic and Diluted Earnings Loss per Share   $ (0.08)     $ (0.38)  

 

Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)
12 Months Ended
Dec. 31, 2016
Table Text Block Supplement [Abstract]  
Schedule of Share-based Compensation, Stock Options and Warrant Activity

The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2016 and changes during the year then ended:

 

  Shares Weighted-Average Exercise Price (a) Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value
Outstanding, December 31, 2015 4,848,774    $ 1.56       
Exercised options 100,000    $ -       
Outstanding, December 31, 2016 4,748,774    $ 1.59    5.66    $ 1,361,475   
Exercisable, December 31, 2016 3,498,774    $ 1.50    4.82    $ 1,361,475   
         
Note:        
(a) The Weighted-Average Exercise Price column excludes those warrants that have an exercise price for the common stock priced at the Capital Raise Price Per Share.
Note 6 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)
12 Months Ended
Dec. 31, 2016
Table Text Block Supplement [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the amount of tax benefit computed using the U.S. federal statutory income tax rate to the provision for income taxes on continuing operations is as follows:

 

         
      For the Years Ended
       December 31,
      2016    2015   
Tax expenses (benefit) at statutory rate (34%) $ (61,862)   $ (398,099)  
State tax benefit, net of federal benefit (6,004)   (38,639)  
Non-deductible expenses   532    2,108   
Revision of prior years' deferred tax assets (1,866)   (27,828)  
Change in estimated future income tax rates -    -   
Change in valuation allowance   69,200    462,458   
Provision for Income Taxes   $ -    $ -   

 

Note 6 - Income Taxes: Schedule of Deferred Tax Assets (Tables)
12 Months Ended
Dec. 31, 2016
Table Text Block Supplement [Abstract]  
Schedule of Deferred Tax Assets

The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2016 and 2015 were as follows:

 

    December 31,
    2016    2015   
Operating loss carry forwards     713,555      644,437   
Stock-based compensation     2,874,127      2,874,127   
Allowance on Loan Loss     -      -   
Other     233      233   
Less: Valuation allowance     (3,587,915)     (3,518,797)  
Net Deferred Income Tax Asset   $ -    $ -   
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Text Block [Abstract]    
Net Loss $ (181,727) $ (1,175,880)
Weighted Average Shares Outstanding 2,331,745 2,269,648
Basic and Diluted Earnings Loss per Share $ (0.08) $ (0.52)
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Stock Option    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 2,048,774 2,148,774
Financing Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 478,000 478,000
Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 2,700,000 2,700,000
Note 2 - Risks and Uncertainties (Details) - USD ($)
12 Months Ended
Sep. 01, 2015
Dec. 31, 2016
Dec. 31, 2015
Accumulated deficit   $ (13,705,035) $ (13,523,308)
Net Loss   (181,727) (1,175,880)
Net Cash Used in Operating Activities   (52,276) (399,806)
Bad debt expense   $ 0 $ 835,277
Interest receivable {1} | William Noyes Webster Foundation Inc      
Bad debt expense $ 97,427    
Secured Promissory Note | William Noyes Webster Foundation Inc      
Bad debt expense $ 737,850    
Note 3 - Notes Receivable (Details) - USD ($)
1 Months Ended 7 Months Ended 12 Months Ended
Sep. 01, 2015
Jul. 31, 2015
Jul. 31, 2016
Dec. 31, 2016
Dec. 31, 2015
Oct. 09, 2016
Jul. 14, 2015
Bad debt expense       $ 0 $ 835,277    
Secured Promissory Note | William Noyes Webster Foundation Inc              
Debt Instrument, Face Amount             $ 1,500,000
Note receivable payment   $ 602,500 $ 135,350        
Advances   600,000          
Note Receivable       $ 737,850      
Debt Instrument, Interest Rate, Stated Percentage       12.50%      
Bad debt expense $ 737,850            
Secured Promissory Note | One-Seven LLC              
Debt Instrument, Face Amount           $ 50,000  
Note receivable payment         $ 25,000    
Note Receivable       $ 25,000      
Debt Instrument, Interest Rate, Stated Percentage           0.00%  
Debt Instrument, Description         In consideration of such $50,000 loan to One-Seven, One-Seven and Stukel agreed that if One-Seven is successful in securing additional funding, then Stukel and One-Seven are obligated to use good faith efforts to work with Gerard M. Jacobs and the Company, as a team and not as a partnership, joint venture or other entity, in order to explore and hopefully close transactions pursuant to which: (a) One-Seven may provide debt, convertible debt and/or equity to the Company, all on mutually acceptable terms and conditions; (b) One-Seven may provide debt, convertible debt and/or equity to business entities that may be wholly or partly purchased by, or merged into, the Company, all on mutually acceptable terms and conditions; and (c) Stukel may participate in the management of the Company and obtain a salary and a package of stock options and/or warrants to purchase shares of common stock of the Company, all on mutually acceptable terms and conditions.    
Interest receivable {1} | William Noyes Webster Foundation Inc              
Bad debt expense $ 97,427            
Payment To Consultant | Secured Promissory Note | William Noyes Webster Foundation Inc              
Advances   $ 2,500          
Unfunded Portion of Note | Secured Promissory Note | William Noyes Webster Foundation Inc              
Debt Instrument, Face Amount             $ 897,500
Note 4 - Amounts Owed to Related Parties (Details) - USD ($)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Jun. 21, 2016
Chief Executive Officer | Gerard M. Jacobs      
Non-interest bearing loan     $ 4,000
Expense reimbursements $ 9,684 $ 1,879  
Independent contractor | William C. Jacobs      
Expense reimbursements $ 43,149 $ 6,053  
Note 5 - Shareholders' Equity (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
May 18, 2016
Sep. 30, 2011
Mar. 31, 2016
Dec. 31, 2016
Dec. 31, 2015
Stock compensation expense       $ 0 $ 0
Class of Warrant, Outstanding       938,000  
Class of Warrant, Exercise Price of Warrants       $ 2.63  
Minimum Capital Raise needed to fund PPV Merger       $ 15,000,000  
Warrants to Be Issued Upon Acquisition of Real Estate       1,250,000  
Warrants expired       1,350,000  
Stock Option Agreement | Miss Mimi | Gerard M. Jacobs          
Stock granted 100,000 100,000      
Purchase price $ 100 $ 100      
Purchase price per share   $ 0.001      
Warrants 3          
Class of Warrant, Outstanding       1,350,000  
Grants in Period, Weighted Average Grant Date Total Fair Value         $ 2,536,472
Expected Future Stock Volatility       147.00%  
Risk Free Interest Rate       1.50%  
Dividend Yield       0.00%  
Expected Term       5 years  
Grants in Period, Weighted Average Grant Date Fair Value         $ 1.88
Warrants 1 And 2          
Terms of Award         The $0.01 warrants became exercisable once the Company's common stock closed at not less than $3.50 per share on at least ten consecutive trading days. This condition was met in December 2014. The $1.85 warrants contained this condition which has been met, but 1,250,000 of the $1.85 warrants also are conditioned upon the acquisition by the Company of at least one of certain real estate properties owned by entities controlled by one of the Company's directors, Vincent J. Mesolella. When exercisable, the warrants are exercisable through December 31, 2024.
Grants in Period, Weighted Average Grant Date Total Fair Value         $ 5,144,229
Grants in Period, Weighted Average Grant Date Fair Value         $ 1.91
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used       Black-Scholes option pricing model  
Expected Future Stock Volatility       147.00%  
Risk Free Interest Rate       1.49%  
Dividend Yield       0.00%  
Expected Term       5 years  
Warrant 1          
Class of Warrant, Outstanding       1,350,000  
Class of Warrant, Exercise Price of Warrants         0.01
Warrant 2          
Class of Warrant, Outstanding       1,350,000  
Class of Warrant, Exercise Price of Warrants         $ 1.85
Notes Payable to Related Parties | Warrant          
Warrants expired     460,000 478,000  
Weighted Average Remaining Contractual Term       5 months 9 days  
Aggregate Intrinsic Value       $ 0  
Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)
12 Months Ended
Dec. 31, 2016
USD ($)
$ / shares
shares
Text Block [Abstract]  
Options, Outstanding, Beginning Balance 4,848,774
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares $ 1.56
Exercised options 100,000
Options, Outstanding, Ending Balance 4,748,774
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares $ 1.59
Options, Outstanding, Weighted Average Remaining Term 5 years 7 months 28 days
Options, Outstanding, Intrinsic Value | $ $ 1,361,475
Options, Exercisable 3,498,774
Options, Exercisable, Weighted Average Exercise Price | $ / shares $ 1.50
Options, Exercisable, Weighted Average Remaining Term 4 years 9 months 25 days
Options, Exercisable, Intrinsic Value | $ $ 1,361,475
Note 6 - Income Taxes (Details) - USD ($)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Net Operating Loss Carryforwards $ 1,908,232  
Valuation Allowance, Deferred Tax Asset, Increase, Amount $ 69,118 $ 1,663,406
Minimum    
Operating Loss Carryforwards, Expiration Date Dec. 31, 2030  
Maximum    
Operating Loss Carryforwards, Expiration Date Dec. 31, 2034  
Note 6 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Text Block [Abstract]    
Tax expenses (benefit) at statutory rate (34%) $ (61,862) $ (398,099)
State tax benefit, net of federal benefit (6,004) (38,639)
Non-deductible expenses 532 2,108
Revision of prior years' deferred tax assets (1,866) (27,828)
Change in estimated future income tax rates 0 0
Change in valuation allowance 69,200 462,458
Provision for Income Taxes $ 0 $ 0
Note 6 - Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($)
Dec. 31, 2016
Dec. 31, 2015
Text Block [Abstract]    
Operating loss carry forwards $ 713,555 $ 644,437
Stock-based compensation 2,874,127 2,874,127
Allowance on Loan Loss 0 0
Other 233 233
Less: Valuation allowance (3,587,915) (3,518,797)
Net Deferred Income Tax Asset $ 0 $ 0
Note 7 - Contingent Contractual Obligations and Commercial Commitments (Details) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2015
Dec. 31, 2016
Jul. 14, 2015
MVJ Realty, LLC      
Debt Instrument, Face Amount $ 23,000    
Debt Instrument, Use of proceeds $23,000 was purportedly used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the 'Two New Applications') by the Foundation to the Commonwealth of Massachusetts for licenses (the 'Two New Licenses') to operate two new medical marijuana dispensaries in Massachusetts (the 'Two New Dispensaries').    
Debt Instrument, Repurchase Amount $ 23,000    
Secured Promissory Note | William Noyes Webster Foundation Inc      
Debt Instrument, Face Amount     $ 1,500,000
Secured Promissory Note | MVJ Realty, LLC | William Noyes Webster Foundation Inc      
Debt Instrument, Increase $ 23,000    
Medical marijuana on Cape Cod | Parere Partners Inc.      
Commitments Under Agreements with the Foundation   5% of the first $1,000,000 of the aggregate principal amount of such loans 4% of the second $1,000,000 of the aggregate principal amount of such loans 3% of the third $1,000,000 of the aggregate principal amount of such loans 2% of the fourth $1,000,000 of the aggregate principal amount of such loans 1% of the aggregate principal amount of such loans that are in excess of $4,000,000  
Note 8 - Subsequent Events (Details) - USD ($)
Jul. 13, 2018
Aug. 31, 2018
Dec. 31, 2016
Exercise Price of Warrants     $ 2.63
Subsequent Event [Member]      
Interest rate 15.00%    
Loan $ 1,000 $ 14,791  
Purchase of warrants 1,250    
Exercise Price of Warrants $ 0.03    
Maturity date Jul. 16, 2023