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Document and Entity Information - shares
6 Months Ended
Jun. 30, 2019
Aug. 12, 2019
Document and Entity Information:    
Registrant Name ACQUIRED SALES CORP.  
Registrant CIK 0001391135  
SEC Form 10-Q  
Period End date Jun. 30, 2019  
Fiscal Year End --12-31  
Tax Identification Number (TIN) 87-0479286  
Number of common stock shares outstanding   2,586,669
Filer Category Non-accelerated Filer  
Entity's Reporting Status Current Yes  
Entity Small Business true  
Emerging Growth Company false  
Amendment Flag false  
Entity Shell Company false  
Entity Interactive Data Current Yes  
Entity File Number 000-52102  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q2  
Entity Incorporation, State Country Code NV  
Entity Address, Address Line One 31 N. Suffolk Lane, Lake Forest, Illinois  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60045  
City Area Code 847  
Local Phone Number 915-2446  
CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($)
Jun. 30, 2019
Dec. 31, 2018
Current Assets    
Cash and Cash Equivalents $ 4,341,023 $ 0
Prepaid Expenses 2,083 0
Total Current Assets 4,343,106 0
Investment in Ablis 399,200 0
Investment in Bendistillery and Bend Spirits 1,497,000 0
Total Assets 6,239,306 0
Accounts Payable - Related Party    
Accounts Payable - Related Party - Payable to William C. Jacobs 8,015 164,417
Accounts Payable - Related Party - Payable to Gerard M. Jacobs 11,055 24,583
Accounts Payable - Related Party - Payable to Other Related Party 0 4,000
Accounts Payable - Related Parties 19,070 193,000
Trade Accounts Payable 22,052 113,450
Notes Payable - Payable to Joshua A. Bloom 0 20,025
Notes Payable - Payable to Gerard M. Jacobs 0 10,766
Notes Payable - Related Party 0 30,791
Interest - Payable to Joshua A. Bloom 0 914
Interest - Payable to Gerard M. Jacobs 0 467
Interest Payable - Related Party 0 1,381
Series A Convertible Preferred Stock Dividends Payable 44,977 0
Total Current Liabilities 86,099 338,622
Commitments and Contingencies 0 0
Shareholders' Equity    
Preferred stock 66 0
Common Stock, $0.001 par value; 100,000,000 shares authorized; 2,579,648 and 2,369,648 shares outstanding at June 30, 2019 and December 31, 2018, respectively 2,580 2,370
Additional paid-in capital 21,142,482 13,664,697
Accumulated Deficit (14,991,921) (14,005,689)
Total Shareholders' Equity (Deficit) 6,153,207 (338,622)
Total Liabilities and Shareholders' Equity $ 6,239,306 $ 0
CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares
Jun. 30, 2019
Dec. 31, 2018
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 10,000,000 10,000,000
Common Stock, par or stated value $ 0.001 $ 0.001
Common Stock, shares authorized 100,000,000 100,000,000
Common Stock, shares outstanding 2,579,648 2,369,648
Series A Convertible Preferred Stock    
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 400,000 400,000
Preferred Stock, shares issued 66,150 0
Preferred Stock, shares outstanding 66,150 0
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Income Statement [Abstract]        
Selling, General and Administrative Expense $ (44,749) $ (16,579) $ (71,221) $ (33,574)
Stock Compensation Expense (834,186) (72,500) (834,186) (72,500)
Professional Fees (23,503) (2,322) (44,971) (5,395)
Interest Expense 0 0 (27,998) 0
Loss From Operations (902,438) (91,401) (978,376) (111,469)
Other Income        
Gain on Settlement 0 0 29,196 0
Interest Income 5,623 0 7,925 0
Total Other Income 5,623 0 37,121 0
Loss Before Provision for Income Taxes (896,815) (91,401) (941,255) (111,469)
Provision for Income Taxes 0 0 0 0
Net Loss $ (896,815) $ (91,401) $ (941,255) $ (111,469)
Basic and Diluted Earnings Loss per Share $ (0.35) $ (0.04) $ (0.38) $ (0.05)
Basic and diluted weighted average number of common shares outstanding: 2,579,648 2,369,648 2,492,713 2,369,648
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($)
Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2017 $ 2,370 $ 13,554,524 $ (13,785,068) $ (228,174)
Shares, Outstanding, Beginning Balance at Dec. 31, 2017 2,369,648      
Net Loss (20,068) (20,068)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2018 $ 2,370 13,554,524 (13,805,136) (248,242)
Shares, Outstanding, Ending Balance at Mar. 31, 2018 2,369,648      
Stock Compensation Expense 72,500 72,500
Net Loss (91,401) (91,401)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2018 $ 2,370 13,627,024 (13,896,537) (267,143)
Shares, Outstanding, Ending Balance at Jun. 30, 2018 2,369,648      
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2018 $ 2,370 13,664,697 (14,005,689) (338,622)
Shares, Outstanding, Beginning Balance at Dec. 31, 2018 2,369,648      
Exercise of rights to purchase warrants to purchase shares of common stock, Amount   $ 210 1,892   2,102
Exercise of rights to purchase warrants to purchase shares of common stock, Shares   210,000      
Issuance of warrants to purchase common stock     26,773   26,773
Issuance of Series A Convertible Preferred Stock for cash, Amount $ 30   2,989,970   2,990,000
Issuance of Series A Convertible Preferred Stock for cash, Shares 29,900        
Series A Preferred Stock dividend payable       (18,552) (18,552)
Net Loss (44,440) (44,440)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2019 $ 30 $ 2,580 16,683,332 (14,068,681) 2,617,261
Shares, Outstanding, Ending Balance at Mar. 31, 2019 29,900 2,579,648      
Issuance of Series A Convertible Preferred Stock for cash, Amount $ 36   3,624,964   3,625,000
Issuance of Series A Convertible Preferred Stock for cash, Shares 36,250        
Series A Preferred Stock dividend payable       (26,425) (26,425)
Stock Compensation Expense     834,186   834,186
Net Loss       (896,815) (896,815)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2019 $ 66 $ 2,580 $ 21,142,482 $ 14,991,921 $ 6,153,207
Shares, Outstanding, Ending Balance at Jun. 30, 2019 66,150 2,579,648      
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($)
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Cash Flows From Operating Activities    
Net Loss $ (941,255) $ (111,469)
Adjustments to Reconcile Loss to Net Cash Used in Operating Activities:    
Financing Cost - Issuance of Warrants to Purchase Common Stock 26,773 0
Stock Compensation Expense 834,186 72,500
Changes in Operating Assets and Liabilities:    
Prepaid Expenses (2,083) 0
Accounts Payable to Related Parties (172,706) 33,574
Trade Accounts Payable (91,398) 5,395
Net Cash Used in Operating Activities (346,483) 0
Cash Flows From Investing Activities    
Investment in Ablis (399,200) 0
Investment in Bendistillery and Bend Spirits (1,497,000) 0
Net Cash Used in Investing Activities (1,896,200) 0
Cash Flows From Financing Activities    
Financing Cost - Proceeds From Borrowing Under Notes Payable to Related Parties 14,772 0
Financing Cost - Repayment of Borrowings Under Notes Payable to Related Parties (45,562) 0
Financing Cost - Repayment of Interest Payable to Related Parties (2,606) 0
Exercise of Rights to Purchase Warrants to Purchase Shares of Common Stock 2,102 0
Issuance of Series A Convertible Preferred Stock 6,615,000 0
Net Cash Provided by Financing Activities 6,583,706 0
Net Increase/(Decrease) in Cash 4,341,023 0
Cash and Cash Equivalents at Beginning of Year 0 0
Cash and Cash Equivalents at End of Year 4,341,023 0
Supplemental Cash Flow Information    
Cash paid for interest 2,606 0
Cash paid for income taxes $ 0 $ 0
Note 1 - Description Of The Business Of Acquired Sales Corp.
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Note 1 - Description Of The Business Of Acquired Sales Corp.

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

 

Acquired Sales Corp. (hereinafter sometimes referred to as “Acquired Sales”, the “Company”, “AQSP”, “Acquired”, the “Company”, “we”, “us”, “our”, etc.) was organized under the laws of the State of Nevada on January 2, 1986. The Company does not currently have any business or any sources of revenue.

 

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

 

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

 

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

 

Signing of Letter of Intent to Acquire 100% of the Ownership Interests of Warrender Enterprise Inc. d/b/a Lifted Liquids

 

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

 

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

 

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

 

The Company is currently engaged in due diligence of Lifted and have not yet started to negotiate a definitive agreement for the proposed acquisition. The Letter of Intent will terminate if (i) no audit of Lifted satisfactory to the Company has been delivered by September 30, 2019; (ii) the Company fails to raise $9 million by October 31, 2019; or (iii) the proposed purchase has not closed by November 30, 2019 (or such other date as mutually agreed by the parties).

 

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

 

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

 

Signing of Letter of Intent to Acquire 100% of the Ownership Interests of CBD Lion LLC

 

On May 8, 2019, the Company, GJacobs and WJacobs entered into a Letter of Intent with CBD Lion LLC (“Lion”) and its owners (the “Lion Owners”) to, subject to a number of conditions, acquire 100% of the ownership of Lion (the “Transaction”). The consideration to be paid by the Company in the proposed acquisition of Lion is: two million dollars ($2,000,000) in cash, plus unregistered common stock of the Company (the "Stock Consideration") in an amount that is the greater of: (i) five million (5,000,000) shares or (ii) a number of shares with a value at closing of the Transaction, based on the Company’s share price, equal to 50% of the value of the aggregate consideration deemed paid to the Lion Owners for their ownership interests in Lion, which could hypothetically increase the Stock Consideration to a number significantly higher than five million (5,000,000). The Lion Owners shall have "piggyback registration rights" for the common stock shares underlying the Stock Consideration and "demand registration rights" that are triggered if no registration statement covering the Stock Consideration is filed with the SEC within 120 days following the closing of the Transaction. In addition, the Letter of Intent requires that at the closing of the Transaction, the Company shall cause up to four hundred sixty-two thousand four hundred thirty dollars ($462,430) of related party debt , plus accrued interest, owed by Lion to be repaid in full. 

 

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

 

Closing of the acquisition of Lion is subject to a number of conditions, including but not limited to the completion of due diligence investigation of Lion by the Company that is acceptable to the Company, completion of a capital raise by the Company of at least $4 million, completion of an audit of Lion acceptable to the Company, execution of definitive acquisition documents, execution of employment agreements with certain key Lion executives, obtaining necessary third-party approvals, including a tax opinion to be provided by Lion’s tax counsel indicating that the proposed Transaction will qualify as a tax-free reorganization, and completion of all necessary securities filings.

 

The Company has substantially completed its due diligence of Lion and is negotiating definitive agreements for the proposed Transaction. The Letter of Intent will terminate if (i) no audit of Lion satisfactory to the Company has been delivered by August 31, 2019; the Company fails to raise $4 million by September 30, 2019; or (iii) the proposed Transaction has not closed by October 31, 2019, and the outside closing date has not been extended by mutual agreement of the parties.

 

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

 

In the event that the proposed acquisition of Lion is completed, the Letter of Intent requires that as soon as practicable following the closing of the proposed sale, the Company will change its name to "CBD Lion Corp.” and request a new trading symbol that better relates to the new proposed name.

 

Loan for Growth Capital Made to Lion

 

On August 8, 2019, after the preparation of draft definitive documentation regarding the Transaction, including a draft merger agreement, stockholders agreement, registration rights agreement, and employment agreements, AQSP made an unsecured $300,000 loan to Lion (the “Loan”) evidenced by a promissory note (the “Note”). The proceeds of the Loan are to be used by Lion exclusively for growth capital and not to be used to repay any related party debt of Lion nor to pay any increased salaries or bonuses to any of the executives of Lion. If the Transaction closes, then the Loan shall be extinguished, because post-closing of the Transaction, Lion and the Company will constitute the same entity. Pursuant to the terms of the Note, if the Transaction does not close and the merger agreement is terminated, then the Loan shall be repaid by Lion to the Company in six equal monthly installments of principal, together with accrued interest at the rate of 6% per year, with the first such installment due and payable by Lion to the Company on the first day of the first calendar month following the termination of the merger agreement.

 

Stock Sale and Purchase Agreement – Ablis Holding Company

 

Ablis Holding Company ("Ablis") produces CBD-infused beverages and other products. Ablis' all-natural, shelf-stable, GMO-free, non-alcoholic, lemon ginger, cranberry blood orange, and 0 calorie lemon water beverages target the mainstream health market and contain no THC. Ablis also manufactures and sells CBD-infused rubs and oils. Ablis' beverages are now being distributed in 11 states, online throughout the country, Puerto Rico and Guam. Also, Silver Moon Brewing, a brewery in Bend, has recently begun producing and selling Hazibliss, Oregon’s first hemp CBD-infused draft beer that incorporates Ablis’ cranberry blood orange CBD beverage.

 

On April 30, 2019, the Company, GJacobs, and WJacobs entered into a Stock Sale and Purchase Agreement with Ablis, Ablis, Inc., and James A. Bendis (“Bendis”) wherein the Company paid $399,200 for a post transaction 4.99% ownership of Ablis' equity. The Stock Sale and Purchase Agreement requires that Ablis use a portion of the purchase proceeds to pay off at least $381,000 of its liabilities. Another portion of the purchase proceeds will make capital available for expanded off-line and online advertising, and additional staff and equipment.

 

The Stock Sale and Purchase Agreement set out terms for a potential additional equity purchase of Ablis, such that the Company could purchase up to an additional 15% of Ablis for $1,200,000, so that the Company would then own 19.99% of the ownership equity of Ablis. The Company’s right to purchase an additional 15% of Ablis expired because it was not exercised on or before July 31, 2019.

 

The management team of Ablis is continuing to lead Ablis. Pursuant the terms of the Stock Sale and Purchase Agreement, GJacobs is now a member of the board of directors of Ablis, WJacobs is entitled to be provided with access to Ablis' financial information, and WJacobs is entitled to be provided access to Ablis’ financial information. The Stock Sale and Purchase Agreement also requires that GJacobs and WJacobs be introduced to the owners of Ablis’ CBD isolate suppliers, and any other companies in the hemp, CBD and cannabis industries with whom Ablis and/or Bendis have relationships, and whom may potentially be interested in entering into a stock sale or merger with the Company.

 

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

 

The Company’s investment in Ablis made the Company a minority owner of Ablis. As a minority owner, the Company is not able to recognize any portion of Ablis’ revenues or earnings in the Company’s financial statements. The Company is monitoring its investment in Ablis and from time to time will evaluate whether there has been a potential impairment of value.

 

Stock Purchase Agreement - Bendistillery Inc. and Bend Spirits, Inc.

 

Founded in 1996, Bendistillery Inc. ("Bendistillery") is an award-winning craft distillery, with an outstanding reputation for producing Crater Lake Spirits brands including vodkas, gins, whiskeys, and white label brands offered through Bend Spirits, Inc. ("Bend Spirits").

 

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

 

The Stock Purchase Agreement also set out terms for a potential additional equity purchase of Bendistillery, such that the Company could purchase up to an additional 15% of Bendistillery for $4,050,000, so that the Company would then own 19.99% of the ownership equity of Bendistillery. Per the terms of the Stock Purchase Agreement, the Company potentially could also purchase up to an additional 15% of Bend Spirits for $450,000, such that the Company would then own 19.99% of the ownership equity of Bend Spirits. The Company’s right to purchase an additional 15% of Bendistillery and Bend Spirits expired because it was not exercised on or before July 31, 2019.

 

Pursuant to the Stock Purchase Agreement, Landowner (as landlord) and Bendistillery (as tenant) have entered into a long-term lease of the 23 acres in Tumalo outside Bend, Oregon, where Bendistillery and Bend Spirits conduct their businesses (the “Real Estate”), which lease (the “Lease”) is consistent with the following terms: the initial term of the Lease is 20 years at a rent of $17,500 per month; Tenant has the right, in its sole discretion, to exercise a series of options to extend the term of the Lease up to a maximum

of 99 years; and Tenant has a 60-day right of first refusal if Landowner ever decides to sell all or any portion of the Real Estate. Bendis is the owner of Landowner.

 

The management teams of Bendistillery and Bend Spirits are continuing to lead their respective companies. Pursuant the terms of the Stock Purchase Agreement, GJacobs is now a member of the boards of directors of Bendistillery and Bend Spirits, WJacobs is entitled to be provided with access to Bendistillery’s and Bend Spirits’ financial information, and WJacobs is entitled to be provided access to Bendistillery’s and Bend Spirits’ financial information. Bendistillery and Bend Spirits are obligated to pay WJacobs an advisory fee of not less than $5,000 per quarter. The Stock Purchase Agreement also requires that GJacobs and WJacobs be

introduced to the owners of Deschutes Brewery, Silver Moon Brewing, LBD Beverage, and any other companies in the distilled spirits, beer, wine, hemp, CBD and cannabis industries with whom Bendistillery, Bend Spirits, Bendis and/or Dietrich have relationships, and whom may potentially be interested in entering into a stock sale or merger with the Company.

 

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

 

The Company’s investments in Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company is not be able to recognize any portion of Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. The Company is monitoring its investment in Ablis and from time to time will evaluate whether there has been a potential impairment of value.

 

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

 

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

 

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

 

On June 28, 2019, we commenced a private placement to accredited investors, offering to sell up to 5,000,000 shares of Series B Preferred Stock convertible into 5,000,000 shares of our common stock at an exercise price of $5.00 per share. As of the date of this report, the Company has accepted a subscription from one accredited investor to purchase 60,000 shares of Series B Preferred Stock for an aggregate purchase price of $300,000 in cash, convertible at the option of the holder into 60,000 shares of newly issued common stock of the Company, or $5.00 per share of common stock of the Company.

 

Acquisition Process

 

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

 

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

 

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

 

An Investment Committee appointed by the Company’s Board of Directors, currently consisting of GJacobs, director Thomas W. Hines, CPA CFA, and WJacobs, CPA, will review material furnished to it and will vote whether or not the Investment Committee believes a potential acquisition is in the Company’s best interests and the interests of the Company’s shareholders. If the Investment

Committee votes unanimously to approve a potential acquisition, then such acquisition will be presented to the Board of Directors of the Company for their review and a vote. The Company does not intend to proceed forward with a potential acquisition without the unanimous approval of the Investment Committee and approval by a majority of the Company’s Board of Directors.

 

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

 

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

 

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

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

 

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

 

As of August 12, 2019, the Company has cash on hand of approximately $4,364,648, which are proceeds from the sale of Series A Preferred Stock between February 27, 2019 and May 13, 2019, and proceeds from the sale of Series B Preferred Stock. In prior years, the Company’s payables have been greater than their cash on hand. The Company has inconsistent income generating ability and is therefore reliant on raising money from loans or stock sales.

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

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

Use of Estimates – The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) typically requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. In the past, significant estimates included share-based compensation forfeiture rates and the potential outcome of future tax consequences of

events that have been recognized for financial reporting purposes. Actual results and outcomes may differ from our estimates and assumptions.

 

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per

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

 

    For the Three Months   For the Six Months
    Ended   Ended
    June 30,   June 30,
    2019   2018   2019   2018
Net Loss   $   (896,815)   $ (91,401)   $ (941,255)   $ (111,469)
Weighted-Average Shares Outstanding                2,579,648    2,369,648    2,492,713    2,369,648 
                 
Basic and Diluted Earnings Loss per Share   $ (0.35)   $ (0.04)   $ (0.38)   $ (0.05)

 

At June 30, 2019, there were (a) outstanding options to purchase 1,176,698 shares of common stock exercisable at between $0.001 and $2.00 per share, (b) rights to purchase warrants to purchase 2,740,000 shares of common stock exercisable at between $0.01 and $1.85 per share, (c) financing warrants to purchase 56,250 shares of common stock exercisable at $0.03 per share, and (d) warrants to purchase 410,942 shares of common stock. As of the date of this report, a warrant holder delivered to the Company his notice of exercise of his warrant to purchase 7,021 shares of common stock of the Company for a purchase price of $7,021, and all of the others may be exercised at any time in the sole discretion of the holder except for certain rights to purchase warrants to purchase 1.25 million shares of our commons stock, which are not exercisable until a performance contingency is met. Also outstanding at June 30, 2019 were 66,150 shares of Series A Preferred Stock, convertible into 6,615,000 shares of the Company’s common stock at an exercise price of $1.00 per common stock share, pursuant to the Series A Preferred Stock’s voluntary conversion rights. All of these options, rights to purchase warrants to purchase shares of common stock, financing warrants and Series A Preferred Stock shares were excluded from the computation of diluted earnings (loss) per share because their effect would be anti-dilutive.

 

In comparison, at June 30, 2018, there were 4,308,774 stock options and warrants that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive.

 

Recent Accounting Pronouncements – The Company is unaware of any new accounting pronouncements that will materially impact the Company upon adoption, and the Company has not recently adopted any new accounting standards.

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

NOTE 3 – RISKS AND UNCERTAINTIES

 

Going Concern – The Company has a history of recurring losses which have resulted in an accumulated deficit of $14,991,921 as of June 30, 2019. During the three and six months ended June 30, 2019, the Company recognized a loss from operations of $902,438 and $978,376, respectively.

 

Also, the Company has Series A Preferred Stock outstanding that is currently accruing dividends at the rate of 3% per year. The Company has no income to pay these dividends. The Company does not have any business or any sources of revenue to pay these dividends or its other operating expenses. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

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

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

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

 

The Company’s investments in Ablis, Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company will not be able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or

earnings in the Company’s financial statements. Ablis, Bendistillery and Bend Spirits are not audited and the Company has limited ability to comment on these companies’ operations and financial performance.

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

NOTE 5 – NOTES RECEIVABLE

 

The William Noyes Webster Foundation, Inc.

 

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

Teaming Agreement – The Company believes it is highly likely that the board of directors of the Foundation will only approve contracts that have been negotiated and approved by Heatley. Consequently, on July 8, 2014, the Company entered into a Teaming Agreement (the "Teaming Agreement") with Heatley, in which, among other things: (1) the Company and Heatley agreed to use their respective best efforts, working exclusively together as a team, and not as a partnership or other entity, in order to consummate transactions, agreements, contracts or other arrangements pursuant to which the Company will provide capital and

expertise to the Foundation; and (2) Heatley agreed that Heatley shall not, and shall not permit the Foundation to, discuss or negotiate for debt or equity financing, or consulting services or other expertise, from any third party. The Company claims that

Heatley violated the Teaming Agreement by discussing and negotiating for debt or equity financing, or consulting services or other expertise, from at least one third party. Heatley claims that the Company violated the Teaming Agreement alleging that the

Company failed to lend funds to the Foundation in accordance with the Teaming Agreement. The Company believes Heatley's claim to be baseless. No assurances whatsoever can be made that Heatley will comply with the terms of the Teaming Agreement, nor that the Company will be able to adequately enforce the terms of the Teaming Agreement if it is ever the subject of litigation.

 

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

 

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

 

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

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

NOTE 6 – AMOUNTS OWED TO RELATED PARTIES AND THIRD PARTIES

 

Consulting Salaries to be Paid to GJacobs and WJacobs

 

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

 

Amounts Owed to Related Parties

 

At June 30, 2019, there were expense reimbursements owed to the Company's CEO GJacobs totaling $3,555. There were also consulting fees of $7,500 payable to GJacobs. In comparison, at June 30, 2018, there were expense reimbursements owed to Gerard M. Jacobs totaling $17,245.

 

At June 30, 2019, there were expense reimbursements of $8,015 owed to WJacobs, who is now the Company's President and CFO. In comparison, at June 30, 2018, there were independent contractor fees of $130,000 and expense reimbursements of $4,077 owed to William C. Jacobs totaling $134,077. WJacobs is the son of GJacobs, our CEO, and the nephew of director James S. Jacobs.

 

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 was payable upon demand; this loan was outstanding at June 30, 2018, and was repaid on March 13, 2019.

 

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

 

As of December 31, 2018, a total of $30,791 had been borrowed by the Company on such terms, and warrants to purchase 25,000 shares of common stock of the Company had been issued to director Joshua A. Bloom and warrants to purchase 12,500 shares of common stock of the Company had been issued to the Company's CEO GJacobs. As of December 31, 2018, there was also a total of $1,381 in interest payable to Joshua A. Bloom and GJacobs, related to these borrowings.

 

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

 

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

 

Amounts Owed to Third Parties

 

At June 30, 2019, there were accounts payable of $22,052 owed to third parties for professional fees. In comparison, at June 30, 2018, there were accounts payable of $111,820 owed to third parties for professional fees.

 

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

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

NOTE 7 – SHAREHOLDERS’ EQUITY

 

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

 

Between February 27, 2019 and May 13, 2019, the Company accepted subscriptions from accredited investors to purchase 66,150 shares of newly issued Series A Preferred Stock for an aggregate purchase price of $6,615,000 in cash. These 66,150 shares of Series A Preferred Stock are convertible at the option of the holders into 6,615,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. On August 2, 2019, the Company filed a Form S-1 registration statement covering the shares of newly issued common stock of the Company into which the Series A Preferred Stock can be converted (the "Registration Statement"). The Registration Statement has not yet been approved by the SEC. The Series A Preferred Stock will receive an annual dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Series A Preferred Stock. As of June 30, 2019, the Company has accrued a liability of $44,977 as dividends payable to holders of the Series A Preferred Stock. Although no dividends have been declared by the Board of Directors, the Company fully intends on paying the annual dividends to the holders of the Series A Preferred Stock, and as such, the Company has accrued the liability.

 

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

 

During the quarter ended March 31, 2019, a total of $14,772 was borrowed by AQSP on such terms from GJacobs, and warrants to purchase 18,750 shares of common stock of AQSP were issued to G Jacobs.

 

The warrants to purchase common stock that were issued to G Jacobs during the quarter ended March 31, 2019 were valued using the Black-Scholes valuation model as of the date they were issued. The values of these warrants were fully expensed because the notes are payable upon demand. The expense recognized related to the issuance of the warrants to GJacobs during the quarter ended March 31, 2019 was $26,773, which was a debit to interest expense and credit to additional paid-in capital.

 

Share-Based Compensation – During the quarter ended June 30, 2019, the Company recognized total stock compensation expense of $834,186. Of this total, $793,478 related to the value of 396,900 warrants to purchase unregistered shares of common stock of the Company, for the capital raised for the Company by brokers. The difference, $40,708, was the value of a total of 14,042 warrants to purchase unregistered shares of common stock of the Company, issued to two finders (7,021 warrants were issued to each finder) in regard to the purchase of 4.99% of the stock of Ablis.

 

In comparison, there was $72,500 of share-based compensation recognized during the six months ended June 30, 2018.

On April 1, 2018, we issued to a director and to an independent contractor rights to purchase warrants, for an aggregate purchase price of $2.00, an aggregate of 250,000 shares of common stock of the Company, at an exercise price of $0.01 per share, such warrants to be fully vested and to be exercisable on or prior to December 31, 2024; we recorded stock compensation expense of $72,500 related to these rights to purchase warrants during the three and six months ended June 30, 2018.

 

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

         
      Weighted-Average Aggregate
    Weighted-Average Remaining Contractual Intrinsic
  Shares Exercise Price (a) Term (Years) Value
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2018 2,923,632  $ 0.87 4.93 $ 2,410,100
Financing Warrants Issued During Q1 2019 18,750       
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q2 2019 410,942       
Options that Expired During Q2 2019 (9,434)      
Rights to Purchase Warrants to Purchase Shares of Common Stock Exercised During Q1 2019 (210,000)      
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, June 30, 2019 3,133,890  $ 0.93 4.09 $ 20,589,226
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, June 30, 2019 4,383,890  $ 1.19 4.45 $ 27,651,726
Note 8 - Contingent Contractual Obligations and Commercial Commitments
6 Months Ended
Jun. 30, 2019
Disclosure Text Block [Abstract]  
Note 8 - Contingent Contractual Obligations and Commercial Commitments

NOTE 8 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

 

Payment of Finders’ Fees Related to Ablis

 

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

shares of common stock of AQSP at an exercise price of $1 per share for each additional one percent of Ablis’ common stock so purchased (a maximum issuance of warrants to purchase 42,210 unregistered shares of common stock of the Company at an exercise price of $1 per share).

 

Payment of Finder’s Fee Related to CBD Lion

 

The Company has agreed to pay a finder’s fee to a finder if the Company closes on the acquisition of 100% of the ownership interests of CBD Lion LLC, such finder’s fee to be warrants to purchase 55,000 unregistered shares of common stock of the

Company at an exercise price of $0.01 per share, exercisable at any time on or prior to the fifth anniversary of such closing. An additional finder’s fee may be paid to a second finder if the Company closes on the acquisition of 100% of the ownership interests of CBD Lion LLC.

 

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

 

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

 

Issuance of Warrants to Purchase Shares of Common Stock of the Company to Board Members

 

The Compensation Committee of the Company's Board of Directors may recommend that certain warrants to purchase shares of common stock of the Company should be issued to new or current members of the Company’s Board of Directors.

 

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

 

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

 

Professional Contracts

 

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

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

NOTE 9 – SUBSEQUENT EVENTS

 

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

 

Loan for Growth Capital Made to CBD Lion LLC (“Lion”)

 

On August 8, 2019, after the preparation of draft definitive documentation regarding the Transaction, including a draft merger agreement, stockholders agreement, registration rights agreement, and employment agreements, AQSP made an unsecured $300,000 loan to Lion (the “Loan”) evidenced by a promissory note (the “Note”). The proceeds of the Loan are to be used by Lion exclusively for growth capital and not to be used to repay any related party debt of Lion nor to pay any increased salaries or bonuses to any of the executives of Lion. If the Transaction closes, then the Loan shall be extinguished, because post-closing of the Transaction, Lion and the Company will constitute the same entity. Pursuant to the terms of the Note, if the Transaction does not close and the merger agreement is terminated, then the Loan shall be repaid by Lion to the Company in six equal monthly installments of principal, together with accrued interest at the rate of 6% per year, with the first such installment due and payable by Lion to the Company on the first day of the first calendar month following the termination of the merger agreement.

 

Exercise of Warrant

 

On July 21, 2019, a warrant holder delivered to the Company his notice of exercise of his warrant to purchase 7,021 shares of

common stock of the Company for a purchase price of $7,021.

 

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

 

On June 28, 2019, we commenced a private placement to accredited investors, offering to sell up to 5,000,000 shares of Series B Preferred Stock convertible into 5,000,000 shares of our common stock at an exercise price of $5.00 per share. As of the date of this report, the Company has accepted a subscription from one accredited investor to purchase 60,000 shares of Series B Preferred Stock for an aggregate purchase price of $300,000 in cash, convertible at the option of the holder into 60,000 shares of newly issued common stock of the Company, or $5.00 per share of common stock of the Company.

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

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

Condensed Financial Statements

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

Use of Estimates

Use of Estimates – The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) typically requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. In the past, significant estimates included share-based compensation forfeiture rates and the potential outcome of future tax consequences of events that have been recognized for financial reporting purposes. Actual results and outcomes may differ from our estimates and assumptions.

Basic and Diluted Earnings (Loss) Per Common Share

Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per

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

 

    For the Three Months   For the Six Months
    Ended   Ended
    June 30,   June 30,
    2019   2018   2019   2018
Net Loss   $   (896,815)   $ (91,401)   $ (941,255)   $ (111,469)
Weighted-Average Shares Outstanding                2,579,648    2,369,648    2,492,713    2,369,648 
                 
Basic and Diluted Earnings Loss per Share   $ (0.35)   $ (0.04)   $ (0.38)   $ (0.05)

 

At June 30, 2019, there were (a) outstanding options to purchase 1,176,698 shares of common stock exercisable at between $0.001 and $2.00 per share, (b) rights to purchase warrants to purchase 2,740,000 shares of common stock exercisable at between $0.01 and $1.85 per share, (c) financing warrants to purchase 56,250 shares of common stock exercisable at $0.03 per share, and (d) warrants to purchase 410,942 shares of common stock. As of the date of this report, a warrant holder delivered to the Company his notice of exercise of his warrant to purchase 7,021 shares of common stock of the Company for a purchase price of $7,021, and all of the others may be exercised at any time in the sole discretion of the holder except for certain rights to purchase warrants to purchase 1.25 million shares of our commons stock, which are not exercisable until a performance contingency is met. Also outstanding at June 30, 2019 were 66,150 shares of Series A Preferred Stock, convertible into 6,615,000 shares of the Company’s common stock at an exercise price of $1.00 per common stock share, pursuant to the Series A Preferred Stock’s voluntary conversion rights. All of these options, rights to purchase warrants to purchase shares of common stock, financing warrants and Series A Preferred Stock shares were excluded from the computation of diluted earnings (loss) per share because their effect would be anti-dilutive.

 

In comparison, at June 30, 2018, there were 4,308,774 stock options and warrants 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 – The Company is unaware of any new accounting pronouncements that will materially impact the Company upon adoption, and the Company has not recently adopted any new accounting standards.

Note 2 - Basis of Presentation and Significant Accounting Policies: Schedule of Earnings Per Share, Basic and Diluted (Tables)
6 Months Ended
Jun. 30, 2019
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 three and six months ended June 30, 2019 and 2018.

 

    For the Three Months   For the Six Months
    Ended   Ended
    June 30,   June 30,
    2019   2018   2019   2018
Net Loss   $   (896,815)   $ (91,401)   $ (941,255)   $ (111,469)
Weighted-Average Shares Outstanding                2,579,648    2,369,648    2,492,713    2,369,648 
                 
Basic and Diluted Earnings Loss per Share   $ (0.35)   $ (0.04)   $ (0.38)   $ (0.05)
Note 7 - Shareholders' Equity: Schedule of Stock Options and Warrant Activity (Tables)
6 Months Ended
Jun. 30, 2019
Table Text Block Supplement [Abstract]  
Schedule of Stock Options and Warrant Activity

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

         
      Weighted-Average Aggregate
    Weighted-Average Remaining Contractual Intrinsic
  Shares Exercise Price (a) Term (Years) Value
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2018 2,923,632  $ 0.87 4.93 $ 2,410,100
Financing Warrants Issued During Q1 2019 18,750       
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q2 2019 410,942       
Options that Expired During Q2 2019 (9,434)      
Rights to Purchase Warrants to Purchase Shares of Common Stock Exercised During Q1 2019 (210,000)      
Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, June 30, 2019 3,133,890  $ 0.93 4.09 $ 20,589,226
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, June 30, 2019 4,383,890  $ 1.19 4.45 $ 27,651,726
Note 1 - Description Of The Business Of Acquired Sales Corp. (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Aug. 08, 2019
May 08, 2019
Jun. 28, 2019
May 23, 2019
Apr. 30, 2019
May 13, 2019
Jun. 30, 2019
Aug. 12, 2019
Ownership interests         4.99%      
Purchse price         $ 399,200      
Total ownership percentage         19.99%      
Number of preffered stock converted into common stock             66,150  
Convertible Preferred Stock, Shares Reserved for Future Issuance             6,615,000  
Conversion price             $ 1.00  
CBD Lion                
Cash       $ 7,500,000        
Equity       4,545,455        
Capital raise       $ 9,000,000     $ 15,000,000  
Ownership interests   100.00%   100.00%        
Purchse price   $ 2,000,000            
Stock Consideration   5,000,000            
Repayment of related party debt   462,430            
Loan   $ 300,000   $ 300,000        
Letter of Intent description   The Letter of Intent will terminate if (i) no audit of Lion satisfactory to the Company has been delivered by August 31, 2019; the Company fails to raise $4 million by September 30, 2019; or (iii) the proposed Transaction has not closed by October 31, 2019.            
Ablis                
Additional Ownership interests purchased         15.00%      
Payemnt for aadtional equity         $ 1,200,000      
Bendistillery                
Ownership interests         4.99%      
Purchse price         $ 149,700      
Total ownership percentage         19.99%      
Payemnt for aadtional equity         $ 4,050,000      
Bend Spirits                
Ownership interests         4.99%      
Purchse price         $ 1,347,300      
Total ownership percentage         19.99%      
Payemnt for aadtional equity         $ 450,000      
Subsequent Event                
Cash               $ 4,364,648
Subsequent Event | CBD Lion                
Loan $ 300,000              
Interest rate 6.00%              
Accredited investors | Series A Preferred Stock [Member]                
Stock Issued During Period, Shares, New Issues           66,150    
Stock Issued During Period, Value, New Issues           $ 6,615,000    
Number of preffered stock converted into common stock           66,150    
Convertible Preferred Stock, Shares Reserved for Future Issuance           6,615,000    
Conversion price           $ 1.00    
Acquisition Process description           The Company is likely to structure future acquisitions as a purchase of 19.99% or less, or 50.01% or more, of a target company’s equity ownership interest, or as a so-called tax-free reorganization.    
Accredited investors | Series B Preferred Stock [Member]                
Stock Issued During Period, Shares, New Issues     60,000          
Stock Issued During Period, Value, New Issues     $ 300,000          
Number of common stock issued     60,000          
Number of common stock sold     5,000,000          
Convertible Preferred Stock, Shares Reserved for Future Issuance     5,000,000          
Conversion price     $ 5.00          
Exercise price     $ 5.00          
Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Per Share (Details) - USD ($)
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Number of warrant purchased 7,021  
Value of warrant purchased $ 7,021  
Number of preffered stock converted into common stock 66,150  
Convertible Preferred Stock, Shares Reserved for Future Issuance 6,615,000  
Conversion price $ 1.00  
Stock Option    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 1,176,698 4,308,774
Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 2,740,000 2,700,000
Financing Warrant    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 56,250  
Warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 410,942  
Note 2 - Basis of Presentation and Significant Accounting Policies: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Text Block [Abstract]        
Net Loss $ (896,815) $ (91,401) $ (941,255) $ (111,469)
Weighted Average Shares Outstanding 2,579,648 2,369,648 2,492,713 2,369,648
Basic and Diluted Earnings Loss per Share $ (0.35) $ (0.04) $ (0.38) $ (0.05)
Note 3 - Risks and Uncertainties (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Text Block [Abstract]          
Accumulated deficit $ (14,991,921)   $ (14,991,921)   $ (14,005,689)
Loss From Operations $ (902,438) $ (91,401) $ (978,376) $ (111,469)  
Note 5 - Notes Receivable (Details) - William Noyes Webster Foundation Inc - USD ($)
4 Months Ended
Sep. 01, 2015
Jul. 14, 2014
Jul. 31, 2015
Dec. 31, 2015
Secured Promissory Note        
Debt Instrument, Face Amount   $ 1,500,000    
Note receivable payment   602,500 $ 135,350  
Advances   600,000    
Note Receivable       $ 737,850
Debt Instrument, Interest Rate, Stated Percentage       12.50%
Bad debt expense $ 737,850      
Interest receivable {1}        
Bad debt expense $ 97,427      
Unfunded Portion of Note | Secured Promissory Note        
Debt Instrument, Face Amount   897,500    
Payment To Consultant | Secured Promissory Note        
Advances   $ 2,500    
Note 6 - Amounts Owed To Related Parties And Third Parties (Details) - USD ($)
1 Months Ended 12 Months Ended
Mar. 15, 2019
Mar. 13, 2019
Jul. 13, 2018
Jun. 19, 2019
Feb. 06, 2019
Dec. 31, 2018
Jun. 30, 2019
Jun. 30, 2018
Jun. 21, 2016
Interest payable           $ 1,381 $ 0    
Accounts payable related parties             111,820 $ 22,052  
Gerard M. Jacobs                  
Consulting fees       $ 7,500          
Consulting fees Payable             7,500    
Due to Other Related Parties, Current                 $ 4,000
Due to Related Parties, Current             3,555 $ 17,245  
Long-term Debt, Gross         $ 14,772        
Repayment of borrowings   $ 26,628              
William C. Jacobs                  
Consulting fees       $ 5,000          
Due to Related Parties, Current           134,077      
William C. Jacobs | Expense reimbursements                  
Due to Related Parties, Current           4,077 $ 8,015    
William C. Jacobs | Independent contractor fees                  
Due to Related Parties, Current           $ 130,000      
Eide Bailly LLP                  
Repayment of debt $ 61,500                
Gain on settlement $ 29,196                
Joshua A. Bloom                  
Repayment of borrowings   $ 21,540              
Warrant 1 | Gerard M. Jacobs                  
Warrants issued         18,750 12,500      
Warrant 1 | Joshua A. Bloom                  
Warrants issued           25,000      
Financing warrants                  
Debt Instrument, Payment Terms     (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023.            
Long-term Debt, Gross           $ 30,791      
Note 7 - Shareholders' Equity (Details) - USD ($)
3 Months Ended 6 Months Ended
Jul. 13, 2018
Apr. 02, 2018
Jun. 30, 2019
May 13, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Preferred Stock, par or stated value     $ 0.001     $ 0.001   $ 0.001
Preferred Stock, shares authorized     10,000,000     10,000,000   10,000,000
Issuance of Preferred Stock description           Each share of Preferred Stock may be converted into 100 shares of common stock. The Preferred Stock pays dividends at the rate of 3% annually. The Preferred Stock dividends are cumulative if the Company does not have the necessary cash to pay the dividend when due. The Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $3.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Preferred Stock have no voting rights. The holders of the Preferred Stock shall have voluntary conversion rights. Shares of Preferred Stock are subject to mandatory conversion (in the discretion of the Company) at such time as the Company’s common stock has closed at $5.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days    
Number of preffered stock converted into common stock           66,150    
Convertible Preferred Stock, Shares Reserved for Future Issuance     6,615,000     6,615,000    
Conversion price     $ 1.00     $ 1.00    
Dividends payable     $ 44,977     $ 44,977    
Share-based compensation     $ 834,186   $ 72,500 834,186 $ 72,500  
Fair value of warrants           $ 7,021    
Number of warrant purchased           7,021    
Share-Based Compensation Description     $793,478 related to the value of 396,900 warrants to purchase unregistered shares of common stock of the Company, for the capital raised for the Company by brokers. The difference, $40,708, was the value of a total of 14,042 warrants to purchase unregistered shares of common stock of the Company, issued to two finders (7,021 warrants were issued to each finder) in regard to the purchase of 4.99% of the stock of Ablis          
Financing warrants                
Debt Instrument, Payment Terms (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023.              
Independent Contractor                
Purchase price   $ 2.00            
Number of warrant purchased   250,000            
Warrant exercise price   $ 0.01            
Warrant expiration date   Dec. 31, 2024            
Accredited investors | Series A Preferred Stock [Member]                
Stock Issued During Period, Shares, New Issues       66,150        
Stock Issued During Period, Value, New Issues       $ 6,615,000        
Number of preffered stock converted into common stock       66,150        
Convertible Preferred Stock, Shares Reserved for Future Issuance       6,615,000        
Conversion price       $ 1.00        
James S. Jacobs                
Purchase of warrants           18,750    
WJacobs                
Amount borrowed     $ 14,772     $ 14,772    
Note 7 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2019
Dec. 31, 2018
Text Block [Abstract]    
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding 2,923,632  
Financing Warrants Issued During Period 18,750  
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Period 410,942  
Options Expired During Period (9,434)  
Rights to Purchase Warrants to Purchase Shares of Common Stock Exercised During Period (210,000)  
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Ending Balance 3,133,890  
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding 4,383,890 2,923,632
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price $ 0.87  
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Exercise Price, Ending Balance 0.93  
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price $ 1.19 $ 0.87
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Remaining Term 4 years 1 month 2 days 4 years 11 months 4 days
Options, Outstanding, Weighted Average Remaining Term 4 years 7 months 24 days  
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value $ 2,410,100  
Options, Outstanding, Intrinsic Value, Ending Balance 20,589,226  
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value $ 27,651,726 $ 2,410,100
Note 8 - Contingent Contractual Obligations and Commercial Commitments (Details)
1 Months Ended 6 Months Ended
May 23, 2019
USD ($)
Jun. 30, 2019
USD ($)
$ / shares
shares
Commitments description   The amount of the authorized compensation is 10% of the consideration paid by the Company to acquire equity ownership interests in target companies.
CBD Lion    
Percntage of common stock purchase   1.00
Warrants to purchase | shares   55,000
Exercise price | $ / shares   $ 0.01
Capital raise $ 9,000,000 $ 15,000,000
Warrender Enterprise    
Capital raise   $ 25,000,000
Ablis    
Percntage of common stock purchase   0.15
Additional Percntage of common stock purchase   15.00%
Additional Warrants to purchase | shares   2,814
Maximum warrants issued | shares   42,210
Exercise price | $ / shares   $ 1.00
William C. Jacobs    
Consulting fees   $ 5,000
Cash compensation received   5,000
James S. Jacobs    
Consulting fees   $ 7,500
Note 9 - Subsequent Events (Details) - USD ($)
1 Months Ended 6 Months Ended
Aug. 08, 2019
Jul. 21, 2019
Jun. 28, 2019
Jun. 30, 2019
May 23, 2019
May 08, 2019
Number of warrant purchased       7,021    
Value of warrant purchased       $ 7,021    
Convertible Preferred Stock, Shares Reserved for Future Issuance       6,615,000    
Conversion price       $ 1.00    
Accredited investors | Series B Preferred Stock [Member]            
Stock Issued During Period, Shares, New Issues     60,000      
Stock Issued During Period, Value, New Issues     $ 300,000      
Number of common stock issued     60,000      
Number of common stock sold     5,000,000      
Convertible Preferred Stock, Shares Reserved for Future Issuance     5,000,000      
Conversion price     $ 5.00      
Exercise price     $ 5.00      
CBD Lion            
Loan         $ 300,000 $ 300,000
Subsequent Event | Warrant            
Number of warrant purchased   7,021        
Value of warrant purchased   $ 7,021        
Subsequent Event | CBD Lion            
Loan $ 300,000          
Interest rate 6.00%