Consolidated SEC Viewer Rendering


Document and Entity Information

v3.10.0.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2018
Sep. 26, 2018
Details    
Registrant Name Acquired Sales Corp.  
Registrant CIK 0001391135  
SEC Form 10-Q  
Period End date Mar. 31, 2018  
Fiscal Year End --12-31  
Trading Symbol aqsp  
Tax Identification Number (TIN) 870479286  
Number of common stock shares outstanding   2,369,648
Filer Category Non-accelerated Filer  
Current with reporting Yes  
Small Business true  
Emerging Growth Company false  
Amendment Flag false  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q1  
Entity Incorporation, State Country Name Nevada  
Entity Address, Address Line One 31 N. Suffolk Lane, Lake Forest, Illinois  
Entity Address, Postal Zip Code 60045  

CONDENSED BALANCE SHEETS

v3.10.0.1
CONDENSED BALANCE SHEETS - USD ($)
Mar. 31, 2018
Dec. 31, 2017
Current Assets    
Cash and Cash Equivalents $ 0 $ 0
Total Current Assets 0 0
Notes Receivable 0  
Total Assets 0 0
Accounts Payable - Related Party    
Accounts Payable - Related Party - Payable to William C. Jacobs 119,077 103,907
Accounts Payable - Related Party - Payable to Gerard M. Jacobs 15,666 13,841
Accounts Payable - Related Party - Payable to Other Related Party 4,000 4,000
Accounts Payable - Related Party 138,743 121,748
Trade Accounts Payable 109,499 106,426
Total Current Liabilities 248,242 228,174
Commitments and contingencies 0 0
Shareholders' Equity    
Preferred Stock, $0.001 par value; 10,000,000 shares authorized; none outstanding 0 0
Common Stock, $0.001 par value; 100,000,000 shares authorized; 2,369,648 shares outstanding 2,370 2,370
Additional Paid-in Capital 13,554,524 13,554,524
Accumulated Deficit (13,805,136) (13,785,068)
Total Shareholders' Equity (Deficit) (248,242) (228,174)
Total Liabilities and Shareholders' Equity $ 0 $ 0

CONDENSED BALANCE SHEETS - Parenthetical

v3.10.0.1
CONDENSED BALANCE SHEETS - Parenthetical - $ / shares
Mar. 31, 2018
Dec. 31, 2017
Details    
Preferred Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 10,000,000 10,000,000
Preferred Stock, Shares Outstanding 0 0
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 100,000,000 100,000,000
Common Stock, Shares, Outstanding 2,369,648 2,369,648

CONDENSED STATEMENTS OF OPERATIONS

v3.10.0.1
CONDENSED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Details    
Selling, General and Administrative Expense $ (16,995) $ (17,260)
Professional Fees (3,073) (3,189)
Provision for Income Taxes 0 0
Net Loss $ (20,068) $ (20,449)
Basic and Diluted Earnings Loss per Share $ (0.01) $ (0.01)
Basic and diluted weighted average number of common shares outstanding: 2,369,648 2,369,648

CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

v3.10.0.1
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2016 $ 2,370 $ 13,554,524 $ (13,705,035) $ (148,141)
Shares, Outstanding, Beginning Balance at Dec. 31, 2016 2,369,648      
Net Loss $ 0 0 (20,449) (20,449)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2017 $ 2,370 13,554,524 (13,725,484) (168,590)
Shares, Outstanding, Ending Balance at Mar. 31, 2017 2,369,648      
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2017 $ 2,370 13,554,524 (13,785,068) (228,174)
Shares, Outstanding, Beginning Balance at Dec. 31, 2017 2,369,648      
Net Loss $ 0 0 (20,068) (20,068)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2018 $ 2,370 $ 13,554,524 $ (13,805,136) $ (248,242)
Shares, Outstanding, Ending Balance at Mar. 31, 2018 2,369,648      

CONDENSED STATEMENT OF CASH FLOWS

v3.10.0.1
CONDENSED STATEMENT OF CASH FLOWS - USD ($)
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Cash Flows From Operating Activities    
Net Loss $ (20,068) $ (20,449)
Adjustments to Reconcile Loss to net Cash Used in Operating Activities:    
Accounts Payable - Related Party 16,995 17,215
Trade Accounts Payable 3,073 2,690
Changes in Operating Assets and Liabilities:    
Net Cash Used in Operating Activities 0 (544)
Net Decrease in Cash 0 (544)
Cash and Cash Equivalents at Beginning of Period 0 605
Cash and Cash Equivalents at End of Period 0 61
Supplemental Cash Flow Information    
Cash paid for interest 0 0
Cash paid for income taxes $ 0 $ 0

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

v3.10.0.1
NOTE 1 - DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP.
3 Months Ended
Mar. 31, 2018
Notes  
NOTE 1 - DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP.

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

 

Acquired Sales Corp. (hereinafter sometimes referred to as “Acquired Sales”, “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.


NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

v3.10.0.1
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2018
Notes  
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Condensed Financial Statements – The accompanying financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the annual financial statements included in Form 10-K filed with the U.S. Securities and Exchange Commission on September 25, 2018. In particular, the basis of presentation and significant accounting principles were presented in Note 1 to the annual financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2018.

 

Use of EstimatesThe 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.

 

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the three months ended March 31, 2018 and 2017:

 

 

 

For the Three Months

 

 

Ended

 

 

March 31,

 

 

2018

 

2017

Net Loss

 

   $                               (20,068)

 

   $                       (20,449)

Weighted Average Shares Outstanding

 

                                2,369,648 

 

                         2,369,648 

 

 

 

 

 

Basic and Diluted Loss per Share

 

   $                                   (0.01)

 

   $                           (0.01)

 

There were 4,058,774 stock options and warrants outstanding during the three months ended March 31, 2018 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. 

 

In comparison, there were 4,158,774 stock options and warrants, and 315,500 financing warrants outstanding during the three months ended March 31, 2017 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. 

 

 

 

 

Acquired Sales Corp.

Notes to the Condensed Financial Statements

(Unaudited)

 

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. We 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. We are currently evaluating the impact that this amendment will have on our 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 3 - RISKS AND UNCERTAINTIES

v3.10.0.1
NOTE 3 - RISKS AND UNCERTAINTIES
3 Months Ended
Mar. 31, 2018
Notes  
NOTE 3 - RISKS AND UNCERTAINTIES

NOTE 3 - RISKS AND UNCERTAINTIES

 

Going Concern – The Company has a history of recurring losses, which have resulted in an accumulated deficit of $13,805,136 as of March 31, 2018. During the three months ended March 31, 2018, the Company recognized a net loss of $20,068. As discussed in Note 4, 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 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.

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; (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

 

Acquired Sales Corp.

Notes to the Condensed Financial Statements

(Unaudited)

 

the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.


NOTE 4 - NOTES RECEIVABLE

v3.10.0.1
NOTE 4 - NOTES RECEIVABLE
3 Months Ended
Mar. 31, 2018
Notes  
NOTE 4 - NOTES RECEIVABLE

NOTE 4 – 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 AgreementThe 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.

 

Acquired Sales Corp.

Notes to the Condensed Financial Statements

(Unaudited)

 

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 is no assurance that the Company will consummate any transactions involving One-Seven or Mr. Stukel.


NOTE 5 - AMOUNTS OWED TO RELATED PARTIES

v3.10.0.1
NOTE 5 - AMOUNTS OWED TO RELATED PARTIES
3 Months Ended
Mar. 31, 2018
Notes  
NOTE 5 - AMOUNTS OWED TO RELATED PARTIES

NOTE 5 – 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 March 31, 2018, there are expense reimbursements owed to Gerard M. Jacobs totaling $15,666. In comparison, at March 31, 2017, there were expense reimbursements owed to Gerard M. Jacobs totaling $11,401.

 

At March 31, 2018, there are independent contractor fees of $115,000 and expense reimbursements of $4,077 owed to William C. Jacobs, totaling $58,647. In comparison, at March 31, 2017, there were independent contractor fees of $55,000 and expense reimbursements of $3,647 owed to William C. Jacobs, totaling $58,647.


NOTE 6 - SHAREHOLDERS' EQUITY

v3.10.0.1
NOTE 6 - SHAREHOLDERS' EQUITY
3 Months Ended
Mar. 31, 2018
Notes  
NOTE 6 - SHAREHOLDERS' EQUITY

NOTE 6 – SHAREHOLDERS’ EQUITY

 

Summary of Stock Option and Warrant Activity

The following is a summary of the Company’s stock option and warrant activity as March 31, 2018 and changes during the period then ended:

 

 

 

Weighted-Average

Aggregate

 

 

Weighted-Average

Remaining Contractual

Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2017

4,058,774

   $                        1.29

 

 

Issued during period

0

 

 

 

Expired during period

0

 

 

 

Outstanding, March 31, 2018

4,058,774

   $                        1.29

                                          5.34

   $    398,975

Exercisable, March 31, 2018

2,808,774

   $                        1.04

                                          4.71

   $    398,975

 

 

 

 

 

 

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.

 

Acquired Sales Corp.

Notes to the Condensed Financial Statements

(Unaudited)

 

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 warrants in connection with the issuance of notes payable primarily to related parties. 460,000 of these warrants expired on March 31, 2016. In February and March 2017, 162,500 of these warrants expired. At March 31, 2017, 315,500 warrants were outstanding with a weighted-average exercise price of $2.96 per share, a weighted-average remaining contractual term of 0.34 years and an aggregate intrinsic value of $0. These remaining warrants expired by the end of 2017.


NOTE 7 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

v3.10.0.1
NOTE 7 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
3 Months Ended
Mar. 31, 2018
Notes  
NOTE 7 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

NOTE 7 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

 

Medical Marijuana in Massachusetts:

As discussed in Note 4, 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 March 31, 2018.

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

In the Two New Applications, the Foundation included background information in regard to each of the Company’s directors and officers. If the Two New Licenses are awarded to the Foundation, then the Foundation may seek to obtain financing for the Two

New Dispensaries from MVJ Realty/AQSP. The Foundation and MVJ Realty/AQSP have not yet entered into any agreements in regard to such potential financing, and the Company considers it to be extremely doubtful that any such agreements will ever be entered into in light of the on-going disputes between Heatley, the Foundation, and the Company regarding the Teaming Agreement.

 

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


NOTE 8 - SUBSEQUENT EVENTS

v3.10.0.1
NOTE 8 - SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2018
Notes  
NOTE 8 - SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

 

On July 13, 2018, the Audit Committee, Compensation Committee, and full Board of Directors of AQSP approved by unanimous written consent borrowings by AQSP on the following terms: (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023. As of September 28, 2018, a total of $14,790.70 has been borrowed by AQSP on such terms.


NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

v3.10.0.1
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Basis of Presentation

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

Condensed Financial Statements

Condensed Financial Statements – The accompanying financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the annual financial statements included in Form 10-K filed with the U.S. Securities and Exchange Commission on September 25, 2018. In particular, the basis of presentation and significant accounting principles were presented in Note 1 to the annual financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2018.

Use of Estimates

Use of EstimatesThe 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.

Basic and Diluted Earnings (Loss) Per Common Share

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the three months ended March 31, 2018 and 2017:

 

 

 

For the Three Months

 

 

Ended

 

 

March 31,

 

 

2018

 

2017

Net Loss

 

   $                               (20,068)

 

   $                       (20,449)

Weighted Average Shares Outstanding

 

                                2,369,648 

 

                         2,369,648 

 

 

 

 

 

Basic and Diluted Loss per Share

 

   $                                   (0.01)

 

   $                           (0.01)

 

There were 4,058,774 stock options and warrants outstanding during the three months ended March 31, 2018 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. 

 

In comparison, there were 4,158,774 stock options and warrants, and 315,500 financing warrants outstanding during the three months ended March 31, 2017 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. We 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. We are currently evaluating the impact that this amendment will have on our 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 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

v3.10.0.1
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Mar. 31, 2018
Tables/Schedules  
Schedule of Earnings Per Share, Basic and Diluted

 

 

 

For the Three Months

 

 

Ended

 

 

March 31,

 

 

2018

 

2017

Net Loss

 

   $                               (20,068)

 

   $                       (20,449)

Weighted Average Shares Outstanding

 

                                2,369,648 

 

                         2,369,648 

 

 

 

 

 

Basic and Diluted Loss per Share

 

   $                                   (0.01)

 

   $                           (0.01)


NOTE 6 - SHAREHOLDERS' EQUITY (Tables)

v3.10.0.1
NOTE 6 - SHAREHOLDERS' EQUITY (Tables)
3 Months Ended
Mar. 31, 2018
Tables/Schedules  
Schedule of Earnings Per Share, Basic and Diluted

The following is a summary of the Company’s stock option and warrant activity as March 31, 2018 and changes during the period then ended:

 

 

 

Weighted-Average

Aggregate

 

 

Weighted-Average

Remaining Contractual

Intrinsic

 

Shares

Exercise Price (a)

Term (Years)

Value

Outstanding, December 31, 2017

4,058,774

   $                        1.29

 

 

Issued during period

0

 

 

 

Expired during period

0

 

 

 

Outstanding, March 31, 2018

4,058,774

   $                        1.29

                                          5.34

   $    398,975

Exercisable, March 31, 2018

2,808,774

   $                        1.04

                                          4.71

   $    398,975

 

 

 

 

 


NOTE 1 - DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP. (Details)

v3.10.0.1
NOTE 1 - DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP. (Details)
3 Months Ended
Mar. 31, 2018
Details  
Entity Incorporation, Date of Incorporation Jan. 02, 1986

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details)

v3.10.0.1
NOTE 2 - 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, 2018
Mar. 31, 2017
Details    
Net Loss $ (20,068) $ (20,449)
Basic and diluted weighted average number of common shares outstanding: 2,369,648 2,369,648
Basic and Diluted Earnings Loss per Share $ (0.01) $ (0.01)

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share (Details)

v3.10.0.1
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4,058,774  
stock options and warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount   4,158,774
financing warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount   315,500

NOTE 3 - RISKS AND UNCERTAINTIES (Details)

v3.10.0.1
NOTE 3 - RISKS AND UNCERTAINTIES (Details) - USD ($)
3 Months Ended
Sep. 01, 2015
Mar. 31, 2018
Mar. 31, 2017
Dec. 31, 2017
Accumulated Deficit   $ (13,805,136)   $ (13,785,068)
Net Loss   $ (20,068) $ (20,449)  
Note receivable        
Provision for Doubtful Accounts $ 737,850      
Interest receivable        
Provision for Doubtful Accounts $ 97,427      

NOTE 4 - NOTES RECEIVABLE (Details)

v3.10.0.1
NOTE 4 - NOTES RECEIVABLE (Details) - USD ($)
4 Months Ended
Jan. 05, 2016
Dec. 31, 2015
Sep. 01, 2015
Jul. 14, 2014
Jul. 31, 2015
Oct. 09, 2015
Secured Promissory Note | Consultant            
Payments for Loans       $ 2,500    
Secured Promissory Note | William Noyes Webster Foundation Inc            
Debt Instrument, Face Amount       1,500,000    
Payments to Acquire Notes Receivable       602,500 $ 135,350  
Payments for Loans       600,000    
Notes receivable     $ 737,850      
Debt Instrument, Interest Rate, Stated Percentage     12.50%      
Secured Promissory Note | William Noyes Webster Foundation Inc | Unfunded Portion of Note            
Debt Instrument, Face Amount       $ 897,500    
Secured Promissory Note | One-Seven LLC            
Debt Instrument, Face Amount           $ 50,000
Proceeds from (Repayments of) Debt   $ 25,000        
Receivable   $ 25,000        
Debt Instrument, Maturity Date Jan. 05, 2016          
Note receivable            
Provision for Doubtful Accounts     $ 737,850      
Interest receivable            
Provision for Doubtful Accounts     $ 97,427      

NOTE 5 - AMOUNTS OWED TO RELATED PARTIES (Details)

v3.10.0.1
NOTE 5 - AMOUNTS OWED TO RELATED PARTIES (Details) - USD ($)
Mar. 31, 2018
Mar. 31, 2017
Jun. 21, 2016
Gerard M. Jacobs      
Due to Other Related Parties, Current     $ 4,000
Due to Related Parties, Current $ 15,666 $ 11,401  
William C. Jacobs      
Due to Related Parties, Current 58,647 58,647  
William C. Jacobs | Independent contractor fees      
Due to Related Parties, Current 115,000 55,000  
William C. Jacobs | Expense reimbursements      
Due to Related Parties, Current $ 4,077 $ 3,647  

NOTE 6 - SHAREHOLDERS' EQUITY: Schedule of Earnings Per Share, Basic and Diluted (Details)

v3.10.0.1
NOTE 6 - SHAREHOLDERS' EQUITY: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
3 Months Ended
Mar. 31, 2018
Dec. 31, 2017
Details    
Shares, outstanding 4,058,774 4,058,774
Weighted Average Exercise Price $ 1.29 $ 1.29
Shares, issued 0  
Shares, expired 0  
Weighted Average Remaining Contractual Term 5 years 4 months 2 days  
Aggregate Intrinsic Value $ 398,975  
Shares, exercisable 2,808,774  
Exercise price, exercisable $ 1.04  
Contractual Term, exercisable 4 years 8 months 16 days  
Intrinsic value, exercisable $ 398,975  

NOTE 6 - SHAREHOLDERS' EQUITY (Details)

v3.10.0.1
NOTE 6 - SHAREHOLDERS' EQUITY (Details) - USD ($)
2 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2012
Sep. 30, 2011
Mar. 31, 2017
Warrants issued     938,000    
Warrants expired   460,000     162,500
Class of Warrant or Right, Outstanding 315,500       315,500
Investment Warrants, Exercise Price $ 2.96        
Warrants and Rights Outstanding, Term 4 months 2 days       4 months 2 days
Warrants and Rights Outstanding $ 0       $ 0
Cogility          
Shares granted       100,000  
Shares granted price       $ 0.001  
Share values, granted       $ 100  
Miss Mimi          
Shares granted       100,000  
Share values, granted       $ 100  

NOTE 7 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details)

v3.10.0.1
NOTE 7 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details) - USD ($)
Sep. 30, 2015
Jul. 20, 2014
MVJ Realty, LLC    
Debt Instrument, Face Amount $ 23,000  
Loan increase $ 23,000  
First tranche    
Commitments under agreements   5% of the first $1,000,000 of the aggregate principal amount of such loans
Second tranche    
Commitments under agreements   4% of the second $1,000,000 of the aggregate principal amount of such loans
Third tranche    
Commitments under agreements   3% of the third $1,000,000 of the aggregate principal amount of such loans
Fourth tranche    
Commitments under agreements   2% of the fourth $1,000,000 of the aggregate principal amount of such loans
Aggregate principal    
Commitments under agreements   1% of the aggregate principal amount of such loans that are in excess of $4,000,000

NOTE 8 - SUBSEQUENT EVENTS (Details)

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

Element Counts

Number of Extension Elements: 105
Number of Contexts: 63
Number of Segments: 26
Number of Units: 4

Content Summary

Documents

000010 - Document - Document and Entity Information

Statements

000020 - Statement - CONDENSED BALANCE SHEETS

000030 - Statement - CONDENSED BALANCE SHEETS - Parenthetical

000040 - Statement - CONDENSED STATEMENTS OF OPERATIONS

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

000060 - Statement - CONDENSED STATEMENT OF CASH FLOWS

Notes to Financials (level 1)

000070 - Disclosure - NOTE 1 - DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP.

000080 - Disclosure - NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

000090 - Disclosure - NOTE 3 - RISKS AND UNCERTAINTIES

000100 - Disclosure - NOTE 4 - NOTES RECEIVABLE

000110 - Disclosure - NOTE 5 - AMOUNTS OWED TO RELATED PARTIES

000120 - Disclosure - NOTE 6 - SHAREHOLDERS' EQUITY

000130 - Disclosure - NOTE 7 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

000140 - Disclosure - NOTE 8 - SUBSEQUENT EVENTS

Policies (level 2)

000150 - Disclosure - NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

Tables/Schedules (level 3)

000160 - Disclosure - NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

000170 - Disclosure - NOTE 6 - SHAREHOLDERS' EQUITY (Tables)

Details (level 4)

000180 - Disclosure - NOTE 1 - DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP. (Details)

000190 - Disclosure - NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details)

000200 - Disclosure - NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share (Details)

000210 - Disclosure - NOTE 3 - RISKS AND UNCERTAINTIES (Details)

000220 - Disclosure - NOTE 4 - NOTES RECEIVABLE (Details)

000230 - Disclosure - NOTE 5 - AMOUNTS OWED TO RELATED PARTIES (Details)

000240 - Disclosure - NOTE 6 - SHAREHOLDERS' EQUITY: Schedule of Earnings Per Share, Basic and Diluted (Details)

000250 - Disclosure - NOTE 6 - SHAREHOLDERS' EQUITY (Details)

000260 - Disclosure - NOTE 7 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details)

000270 - Disclosure - NOTE 8 - SUBSEQUENT EVENTS (Details)


Proof produced by EDGARinLine software. © Copyright Advanced Computer Innovations, Inc., 2008-2018.