Consolidated SEC Viewer Rendering


Document and Entity Information

v2.4.0.8
Document and Entity Information
3 Months Ended
Mar. 31, 2014
May 09, 2014
Document and Entity Information:    
Entity Registrant Name ACQUIRED SALES CORP  
Document Type 10-Q  
Document Period End Date Mar. 31, 2014  
Amendment Flag false  
Entity Central Index Key 0001391135  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   2,269,648
Entity Filer Category Smaller Reporting Company  
Entity Current Reporting Status Yes  
Entity Voluntary Filers No  
Entity Well-known Seasoned Issuer No  
Document Fiscal Year Focus 2014  
Document Fiscal Period Focus Q1  

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

v2.4.0.8
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $)
Mar. 31, 2014
Dec. 31, 2013
Current Assets    
Cash and cash equivalents $ 1,369,891 $ 427,294
Due from sale of subsidiary 1,000,000 1,000,000
Total Assets 1,369,891 1,427,294
Current Liabilities    
Trade accounts payable 50,887 20,886
Obligation under stock repurchase   20,000
Total Liabilities 50,887 40,886
Shareholders' Equity    
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none outstanding      
Common stock, $0.001 par value; 100,000,000 shares authorized; 2,269,648 shares outstanding 2,270 2,270
Additional paid-in capital 8,410,295 8,410,295
Accumulated deficit (7,093,561) (7,026,157)
Total Shareholders' Equity 1,319,004 1,386,408
Total Liabilities and Shareholders' Equity $ 1,369,891 $ 1,427,294

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)

v2.4.0.8
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Mar. 31, 2014
Dec. 31, 2013
Statement of Financial Position    
Common Stock, par or stated value $ 0.001 $ 0.001
Common Stock, shares authorized 100,000,000 100,000,000
Common Stock, shares issued 2,269,648 2,269,648
Common Stock, shares outstanding 2,269,648 2,269,648
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 10,000,000 10,000,000
Preferred Stock, shares issued      
Preferred Stock, shares outstanding      

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

v2.4.0.8
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Income Statement    
Selling, General and Administrative Expense $ (75,345) $ (59,629)
Loss from Extinguishment of Debt 0 (79,463)
Interest Expense   (4,125)
Loss from Contining Operations (75,345) (143,217)
Gain on Disposal of Discontinued Operations 7,941 3,731,389
Income from Discontinued Operations   153,801
Net Income (Loss) $ (67,404) $ 3,741,973
Basic and Diluted Earnings (Loss) per Share    
Continuing Operations $ (0.03) $ (0.05)
Discontinued Operations $ 0.00 $ 1.32
Net Income (Loss) $ (0.03) $ 1.27

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

v2.4.0.8
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Equity Balance, beginning of period, Value at Dec. 31, 2012 $ 2,878 $ 8,187,846 $ (11,500,063) $ (3,309,339)
Equity Balance, beginning of period, Shares at Dec. 31, 2012 2,877,896      
Stock issued in debt extinguishment, Value 83 271,757   271,840
Stock issued in debt extinguishment, Shares 82,548      
Net Income (Loss)     3,741,973 3,741,973
Equity Balance, end of period, Value at Mar. 31, 2013 2,961 8,459,603 (7,758,090) 704,474
Equity Balance, end of period, Shares at Mar. 31, 2013 2,960,444      
Equity Balance, beginning of period, Value at Dec. 31, 2013 2,270 8,410,295 (7,026,157) 1,386,408
Equity Balance, beginning of period, Shares at Dec. 31, 2013 2,269,648      
Net Income (Loss)     (67,404) (67,404)
Equity Balance, end of period, Value at Mar. 31, 2014 $ 2,270 $ 8,410,295 $ (7,093,561) $ 1,319,004
Equity Balance, end of period, Shares at Mar. 31, 2014 2,269,648      

CONSOLIDATED STATEMENTS OF CASH FLOWS

v2.4.0.8
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Cash Flows from Operating Activities    
Net Income (loss) $ (67,404) $ 3,741,973
Adjustments to reconcile income (loss) to net cash used in operating activities:    
(Income) loss from discontinued operations (7,941) (3,885,190)
Loss from extinguishment of debt 0 79,463
Changes in operating assets and liabilities:    
Accounts payable 30,001 (11,875)
Net cash used in operating activities of continuing operations (45,344) (75,629)
Net cash provided by (used in) operating activities of discontinued operations 7,941 (1,027,400)
Net cash used in operating activities (37,403) (1,103,029)
Cash Flows from Investing Activities    
Proceeds from sale of discontinued operations, net of cash sold 1,000,000 3,975,000
Restricted cash   (300,000)
Net cash provided by investing activities of continuing operations 1,000,000 3,675,000
Net cash used in investing activities of discontinued operations   (4,865)
Net cash provided by investing activities 1,000,000 3,670,135
Cash Flow from Financing Activities    
Payments on notes payable   (650,070)
Payments on notes payable - related parties   (1,601,776)
Payment of obligation under stock repurchase (20,000)  
Net cash used in financing activities of continuing operations (20,000) (2,251,846)
Net Increase in Cash 942,597 315,260
Cash and Cash Equivalents at Beginning of Period 427,294 186,914
Cash and Cash Equivalents at End of Period $ 1,369,891 $ 502,174

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

v2.4.0.8
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Supplemental Cash Flow Information    
Cash paid for interest    $ 3,683
Cash paid for income taxes    12
Stock issued in extinguishment of debt to related party    $ 262,586

Note 1 - Basis of Presentation and Significant Accounting Policies

v2.4.0.8
Note 1 - Basis of Presentation and Significant Accounting Policies
3 Months Ended
Mar. 31, 2014
Notes  
Note 1 - Basis of Presentation and Significant Accounting Policies

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of PresentationOn February 13, 2012, Acquired Sales Corp. (“Acquired Sales” or the “Company”) purchased 100% of the equity interests of Defense & Security Technology Group, Inc. (“DSTG”). On September 30, 2013 Acquired Sales sold 100% of the capital stock of DSTG to Minh Le, the previous owner of DSTG prior to its acquisition. DSTG’s results of operations have been included in the Company's operations from February 14, 2012 through September 30, 2013 and have been reclassified as discontinued operations.

 

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

 

Condensed Financial Statements – The accompanying financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the annual financial statements included in Form 10-K filed with the U.S. Securities and Exchange Commission on April 1, 2014. In particular, the nature of operations and significant accounting principles were presented in Note 1 to the annual financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014.

 

Principles of Consolidation – The accompanying consolidated financial statements include the accounts and operations of Acquired Sales for all periods presented, the accounts and discontinued operations of Cogility Software Corporation through February 11, 2013 and the accounts and discontinued operations of Defense & Security Technology Group, Inc. from February 14, 2012 through September 30, 2013. Intercompany accounts and transactions have been eliminated on consolidation.

 

 

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 share for the three months ended March 31, 2014 and 2013.

 

 

For the Three Months

 

Ended

 

March 31,

 

2014

2013

Loss from Continuing Operations

$(75,345)

$(143,217)

Income from Discontinued Operations

7,941

3,885,190

Net Income (Loss)

$(67,404)

$3,741,973

Weighted -Average Shares Outstanding

2,269,648

2,935,229

Basic  and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(0.03)

$(0.05)

Discontinued Operations

0.00

1.32

Basic and Diluted Earnings (Loss) per Share

$(0.03)

$1.27

 

There were 2,148,774 employee stock options and 938,000 warrants outstanding during the three months ended March 31, 2014 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive.  There were 2,173,774 employee stock options and 938,000 warrants outstanding during the three months ended March 31, 2013 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive.


Note 2 - Risks and Uncertainties

v2.4.0.8
Note 2 - Risks and Uncertainties
3 Months Ended
Mar. 31, 2014
Notes  
Note 2 - Risks and Uncertainties

NOTE 2 - RISKS AND UNCERTAINTIES

 

The Company has a history of recurring losses, which has resulted in an accumulated deficit of $7,093,561 as of March 31, 2014. During the three months ended March 31, 2014, the Company recognized a loss of $75,345 from continuing operations. The Company used $45,344 of cash in its operating activities from continuing operations. The sale of Cogility and DSTG eliminated the Company’s source of revenue. As a result, there can be no assurance that the Company will not need additional financing, that the Company will be profitable in the future or that the Company will be able to continue as a going concern. 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.


Note 3 - Related Party Transactions

v2.4.0.8
Note 3 - Related Party Transactions
3 Months Ended
Mar. 31, 2014
Notes  
Note 3 - Related Party Transactions

NOTE 3 – RELATED PARTY TRANSACTIONS

 

At December 31, 2012 the Company had recorded accrued compensation that included $570,979 in deferred payroll and vacation pay, and payroll taxes payable, $110,777 in employee reimbursements payable, and commissions payable to one current and one former employee in the aggregate amount of $198,967.  Under the terms of the sale of Cogility, all but $100,000 of the accrued compensation was paid on the date of sale.  The Company determined that the additional accrued compensation of $100,000 was no longer necessary and reversed the accrual at December 31, 2013.

 

On September 13, 2011, a key executive resigned his position and entered into a severance agreement with the Company.  On September 16, 2010, the Company had signed a letter agreeing to pay the former executive officer $47,000 in one-time commissions. Under the severance agreement the Company was also obligated to pay the former executive officer a one-time bonus of $35,000 and deferred compensation of $18,432. The liabilities were paid in full during the year ended December 31, 2013.


Note 4 - Shareholders' Equity

v2.4.0.8
Note 4 - Shareholders' Equity
3 Months Ended
Mar. 31, 2014
Notes  
Note 4 - Shareholders' Equity

NOTE 4 – SHAREHOLDERS’ EQUITY

 

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

 

The Company had 2,148,774 stock options  outstanding at March 31, 2014 at a weighted average exercise price of  $2.32  a share, a weighted average remaining contractual term of 5.54 years and an aggregrate intrinsic value of $87,375.

 

The Company had 938,000 warrants outstanding at March 31, 2014 at a weighted average exercise price of  $2.35 a share, a weighted average remaining contractual term of 2.61  years and no aggregrate intrinsic value.


Note 5 - Commitments and Contingencies

v2.4.0.8
Note 5 - Commitments and Contingencies
3 Months Ended
Mar. 31, 2014
Notes  
Note 5 - Commitments and Contingencies

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. Although the outcome of these other matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.


Note 6 - Sale of Subsidiaries and Discontinued Operations

v2.4.0.8
Note 6 - Sale of Subsidiaries and Discontinued Operations
3 Months Ended
Mar. 31, 2014
Notes  
Note 6 - Sale of Subsidiaries and Discontinued Operations

NOTE 6 – SALE OF SUBSIDIARIES AND DISCONTINUED OPERATIONS

 

Cogility Software Corporation – On January 12, 2013, Acquired Sales entered into an agreement with Drumright Group, LLC (“Drumright”) that was closed on February 11, 2013, wherein Acquired Sales sold 100% of the capital stock of its subsidiary, Cogility Software Corporation (“Cogility”) to Drumright in exchange for $3,975,000 in cash and a $3,000,000 receivable. The $3,000,000 was originally receivable as follows: $1,500,000 on August 11, 2013, less an estimated $32,258 in connection with a certain military contract delay, and $1,500,000 on February 11, 2014. In addition, Acquired Sales was required to hold $300,000 in an escrow account for potential subsequent claims.  Acquired Sales was responsible for all costs and expenses and retained all accounts receivable relating to work performed by Cogility on revenue contracts through January 31, 2013, with those costs, expenses and revenue transitioning to Drumright thereafter. Acquired Sales retained a contract to create “legal analytics” software. The carrying value of Cogility’s net liabilities, excluding accounts receivable, was $32,899.

 

Under the terms of the agreement, Acquired Sales was required to transfer Cogility to Drumright without any liabilities. To accomplish this requirement, the $3,975,000 down payment was placed into an escrow account and to the extent necessary was used to pay Cogility’s liabilities, including liabilities that were secured by Cogility’s assets or its capital stock.

The Company agreed to indemnify Drumright for losses caused by breach of the Company’s representations and warranties. In March 2013, Drumright notified the Company of the existence of a second amendment to a license agreement between Cogility and one of its customers that was effective April 2007. On July 16, 2013 the parties entered into a Compromise and Release agreement whereby the parties agreed to reduce the purchase price by $2,000,000 by reducing the $3,000,000 receivable to $1,000,000 due and paid on February 11, 2014 As a result of the Compromise and Release agreement, the Company reduced the gain on disposal of discontinued operations relating to the sale of Cogility to $5,077,899.

The historical results of Cogility’s operations have been reclassified to discontinued operations. Operating results of Cogility included in discontinued operations for the three months ended March 31, 2013 were as follows:

 

 

 

Revenues

$345,220

Cost of services

105,762

Gross profit

239,458

Selling and general and administrative expenses

191,914

Income  from operations

47,544

Gain from extinguishment of debt

202,573

Interest expense

(4,971)

Income before provision for income taxes

245,146

Income taxes

800

Income  from Discontinued Operations

$244,346

 

Defense & Security Technology Group, Inc. – Acquired Sales purchased 100% of the equity interests of Defense & Security Technology Group, Inc. (“DSTG”) on February 13, 2012. The results of DSTG’s operations have been included in the consolidated financial statements from February 14, 2012 through September 30, 2013.

 

On September 30, 2013 Acquired Sales sold 100% of the common stock of DSTG back to the previous shareholder for $1.  The Company recognized a loss on sale of $104,946 during the year ended December 31, 2013 and a gain of $7,941 during the three months ended March 31, 2014. The historical results of DSTG’s operations have been reclassified to discontinued operations. Operating results of DSTG included in discontinued operations for the three months ended March 31 2013 were as follows:

 

 

 

 

Revenues

$-

Selling and general and administrative expenses

$90,545

Net Loss from Discontinued Operations

$90,545


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

v2.4.0.8
Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2014
Policies  
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 April 1, 2014. In particular, the nature of operations and significant accounting principles were presented in Note 1 to the annual financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014.

Principles of Consolidation

Principles of Consolidation – The accompanying consolidated financial statements include the accounts and operations of Acquired Sales for all periods presented, the accounts and discontinued operations of Cogility Software Corporation through February 11, 2013 and the accounts and discontinued operations of Defense & Security Technology Group, Inc. from February 14, 2012 through September 30, 2013. Intercompany accounts and transactions have been eliminated on consolidation.

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 share for the three months ended March 31, 2014 and 2013.

 

 

For the Three Months

 

Ended

 

March 31,

 

2014

2013

Loss from Continuing Operations

$(75,345)

$(143,217)

Income from Discontinued Operations

7,941

3,885,190

Net Income (Loss)

$(67,404)

$3,741,973

Weighted -Average Shares Outstanding

2,269,648

2,935,229

Basic  and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(0.03)

$(0.05)

Discontinued Operations

0.00

1.32

Basic and Diluted Earnings (Loss) per Share

$(0.03)

$1.27

 

There were 2,148,774 employee stock options and 938,000 warrants outstanding during the three months ended March 31, 2014 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive.  There were 2,173,774 employee stock options and 938,000 warrants outstanding during the three months ended March 31, 2013 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive.


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

v2.4.0.8
Note 1 - Basis of Presentation and Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2014
Tables/Schedules  
Schedule of Earnings Per Share, Basic and Diluted

 

 

For the Three Months

 

Ended

 

March 31,

 

2014

2013

Loss from Continuing Operations

$(75,345)

$(143,217)

Income from Discontinued Operations

7,941

3,885,190

Net Income (Loss)

$(67,404)

$3,741,973

Weighted -Average Shares Outstanding

2,269,648

2,935,229

Basic  and Diluted Earnings (Loss) per Share

 

 

Continuing Operations

$(0.03)

$(0.05)

Discontinued Operations

0.00

1.32

Basic and Diluted Earnings (Loss) per Share

$(0.03)

$1.27


Note 6 - Sale of Subsidiaries and Discontinued Operations (Tables)

v2.4.0.8
Note 6 - Sale of Subsidiaries and Discontinued Operations (Tables)
3 Months Ended
Mar. 31, 2014
Tables/Schedules  
Schedule of Operating results of Cogility included in discontinued operations

 

 

 

Revenues

$345,220

Cost of services

105,762

Gross profit

239,458

Selling and general and administrative expenses

191,914

Income  from operations

47,544

Gain from extinguishment of debt

202,573

Interest expense

(4,971)

Income before provision for income taxes

245,146

Income taxes

800

Income  from Discontinued Operations

$244,346

Schedule of Condensed Financial Statements, DSTG Discontinued Operations

 

 

 

 

Revenues

$-

Selling and general and administrative expenses

$90,545

Net Loss from Discontinued Operations

$90,545


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

v2.4.0.8
Note 1 - Basis of Presentation and Significant Accounting Policies (Details)
12 Months Ended
Dec. 31, 2012
Defense Securities Technology Group
Sep. 30, 2013
Defense & Security Technology Group, Inc
Jan. 12, 2013
Drumright Group LLC purchase of Cogility
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions 100.00%    
Stock Sold to Acquirer, percent   100.00% 100.00%

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

v2.4.0.8
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Details    
Loss from Contining Operations $ (75,345) $ (143,217)
Income from Discontinued Operations 7,941 3,885,190
Net Income (Loss) $ (67,404) $ 3,741,973
Weighted - Average Shares Outstanding 2,269,648 2,935,229
Basic and Diluted Earnings (Loss) per Share    
Continuing Operations $ (0.03) $ (0.05)
Discontinued Operations $ 0.00 $ 1.32
Basic and Diluted Earnings (Loss) per Share $ (0.03) $ 1.27

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

v2.4.0.8
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Equity Option
   
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 2,148,774 2,173,774
Warrant
   
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 938,000 938,000

Note 2 - Risks and Uncertainties (Details)

v2.4.0.8
Note 2 - Risks and Uncertainties (Details) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Dec. 31, 2013
Details      
Accumulated deficit $ (7,093,561)   $ (7,026,157)
Loss from Contining Operations (75,345) (143,217)  
Net cash used in operating activities of continuing operations $ (45,344) $ (75,629)  

Note 3 - Related Party Transactions (Details)

v2.4.0.8
Note 3 - Related Party Transactions (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Employee
Feb. 11, 2013
Employee
Dec. 31, 2012
Employee
Dec. 31, 2013
Former Executive Officer
Dec. 31, 2013
Former Executive Officer
One-time Termination Benefits
Accrued Compensation $ (100,000) $ 100,000 $ 570,979    
Employee Reimbursements Payable     110,777    
Commissions Payable     198,967    
One-time Commissions         47,000
One-time Bonus         35,000
Deferred Compensation       $ 18,432  

Note 4 - Shareholders' Equity (Details)

v2.4.0.8
Note 4 - Shareholders' Equity (Details) (USD $)
3 Months Ended 1 Months Ended 12 Months Ended
Mar. 31, 2014
Feb. 28, 2014
Matthew Ghourdjian
Dec. 31, 2013
Matthew Ghourdjian
Dec. 31, 2013
Common Stock
Stock Repurchased During Period, Shares       (690,796)
Payment for Purchase of Common Stock   $ 20,000 $ 30,000  
Share Price   $ 0.07    
Options, Outstanding 2,148,774      
Options, Outstanding, Weighted Average Exercise Price $ 2.32      
Options, Outstanding, Weighted Average Remaining Term 5 years 6 months 14 days      
Options, Outstanding, Intrinsic Value $ 87,375      
Warrants, Outstanding 938,000      
Warrants, Weighted Average Exercise Price $ 2.35      
Warrants, Outstanding, Weighted Average Remaining Contractual Life 2.61      

Note 6 - Sale of Subsidiaries and Discontinued Operations (Details)

v2.4.0.8
Note 6 - Sale of Subsidiaries and Discontinued Operations (Details) (USD $)
3 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Dec. 31, 2013
Mar. 31, 2014
Drumright Group LLC purchase of Cogility
Dec. 31, 2013
Drumright Group LLC purchase of Cogility
Jul. 16, 2013
Drumright Group LLC purchase of Cogility
Feb. 11, 2013
Drumright Group LLC purchase of Cogility
Jan. 12, 2013
Drumright Group LLC purchase of Cogility
Mar. 31, 2014
Cogility Software
Dec. 31, 2012
Defense Securities Technology Group
Mar. 31, 2014
Defense & Security Technology Group, Inc
Dec. 31, 2013
Defense & Security Technology Group, Inc
Sep. 30, 2013
Defense & Security Technology Group, Inc
Stock Sold to Acquirer, percent               100.00%         100.00%
Proceeds from sale of discontinued operations, net of cash sold $ 1,000,000 $ 3,975,000   $ 1,000,000 $ 3,975,000           $ 1    
Business Divestiture, Deferred Purchase Amount Receivable             3,000,000            
Business Divestiture, Deferred Purchase Amount Receivable, Due in 6 Months             1,500,000            
Business Divestiture, Deferred Purchase Amount Receivable, Deduction Allowance           2,000,000 32,258            
Business Divestiture, Deferred Purchase Amount Receivable, Due in 1 Year             1,500,000            
Business Divestiture, Escrow Collateral             300,000            
Net Liabilities 50,887   40,886           32,899        
Sale of Subsidiary, Down Payment Terms         Under the terms of the agreement, Acquired Sales was required to transfer Cogility to Drumright without any liabilities. To accomplish this requirement, the $3,975,000 down payment was placed into an escrow account and to the extent necessary was used to pay Cogility’s liabilities, including liabilities that were secured by Cogility’s assets or its capital stock.                
Gain (Loss) on Disposition of Business                 5,077,899        
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions                   100.00%      
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax                     $ 7,941 $ 104,946  

Note 6 - Sale of Subsidiaries and Discontinued Operations: Schedule of Operating results of Cogility included in discontinued operations (Details)

v2.4.0.8
Note 6 - Sale of Subsidiaries and Discontinued Operations: Schedule of Operating results of Cogility included in discontinued operations (Details) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Gain from extinguishment of debt $ 0 $ (79,463)
Income from Discontinued Operations   153,801
Cogility Software
   
Revenues   345,220
Cost of Services   105,762
Gross profit   239,458
Selling and general and administrative expenses   191,914
Income from operations   47,544
Gain from extinguishment of debt   202,573
Interest expense   (4,971)
Income before provision for income taxes   245,146
Income Taxes   800
Income from Discontinued Operations   $ 244,346

Note 6 - Sale of Subsidiaries and Discontinued Operations: Schedule of Condensed Financial Statements, DSTG Discontinued Operations (Details)

v2.4.0.8
Note 6 - Sale of Subsidiaries and Discontinued Operations: Schedule of Condensed Financial Statements, DSTG Discontinued Operations (Details) (USD $)
3 Months Ended
Mar. 31, 2013
Net Loss from Discontinued Operations $ 153,801
Defense & Security Technology Group, Inc
 
Selling and general and administrative expenses 90,545
Net Loss from Discontinued Operations $ 90,545

Element Counts

Number of Extension Elements: 112
Number of Contexts: 49
Number of Segments: 13
Number of Units: 4

Rendering Log

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

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

Process Flow-Through: Removing column 'Dec. 31, 2012'

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

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

Process Flow-Through: 000060 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS

Process Flow-Through: 000070 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


Content Summary

Documents

000010 - Document - Document and Entity Information

Statements

000020 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

000030 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)

000040 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

000050 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

000060 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS

000070 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Notes to Financials (level 1)

000080 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies

000090 - Disclosure - Note 2 - Risks and Uncertainties

000100 - Disclosure - Note 3 - Related Party Transactions

000110 - Disclosure - Note 4 - Shareholders' Equity

000120 - Disclosure - Note 5 - Commitments and Contingencies

000130 - Disclosure - Note 6 - Sale of Subsidiaries and Discontinued Operations

Policies (level 2)

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

Tables/Schedules (level 3)

000150 - Disclosure - Note 1 - Basis of Presentation and Significant Accounting Policies (Tables)

000160 - Disclosure - Note 6 - Sale of Subsidiaries and Discontinued Operations (Tables)

Details (level 4)

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

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

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

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

000210 - Disclosure - Note 3 - Related Party Transactions (Details)

000220 - Disclosure - Note 4 - Shareholders' Equity (Details)

000230 - Disclosure - Note 6 - Sale of Subsidiaries and Discontinued Operations (Details)

000240 - Disclosure - Note 6 - Sale of Subsidiaries and Discontinued Operations: Schedule of Operating results of Cogility included in discontinued operations (Details)

000250 - Disclosure - Note 6 - Sale of Subsidiaries and Discontinued Operations: Schedule of Condensed Financial Statements, DSTG Discontinued Operations (Details)


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