LFTD Partners (LIFD) 10-K 28 Mar 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 23, 2016	Jun. 30, 2015
Document and Entity Information:
Entity Registrant Name	ACQUIRED SALES CORP
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Entity Central Index Key	1,391,135
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	2,015
Document Fiscal Period Focus	FY
Entity Public Float			$ 662,923
Trading Symbol	aqsp

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 27,781	$ 587,937
Prepaid expenses		7,985
Total Current Assets	27,781	595,922
Note receivable	25,000	602,500
Interest receivable		35,926
Total Assets	52,781	1,234,348
LIABILITIES AND SHAREHOLDERS' EQUITY
Trade accounts payable	19,295	24,982
Total Current Liabilities	$ 19,295	$ 24,982
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	13,554,524	13,554,524
Accumulated deficit	(13,523,308)	(12,347,428)
Total Shareholders'Equity	33,486	1,209,366
Total Liabilities and Shareholders' Equity	$ 52,781	$ 1,234,348

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
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 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

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement
Selling, General and Administrative Expense	$ (404,371)	$ (310,761)
Bad Debt Expense	(835,277)
Stock Compensation Expense		(5,144,229)
Interest Income	61,501	35,926
Other Income	2,267	23,188
Loss from Continuing Operations	$ (1,175,880)	(5,395,876)
Gain on Disposal of Discontinued Operations		$ 74,605
Income from Discontinued Operations
Net Income (Loss)	$ (1,175,880)	$ (5,321,271)
Basic and Diluted Earnings (Loss) per Share
Continuing Operations	$ (0.52)	$ (2.37)
Discontinued Operations	0	0.03
Basic and Diluted Earnings (Loss) per Share	$ (0.52)	$ (2.34)

STATEMENTS OF SHAREHOLDERS' EQU

STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Stockholders' Equity beginning of period, Value at Dec. 31, 2013	$ 2,270	$ 8,410,295	$ (7,026,157)	$ 1,386,408
Stockholders' Equity beginning of period, Shares at Dec. 31, 2013	2,269,648	0	0	0
Net Income (Loss)	$ 0	$ 0	$ (5,321,271)	$ (5,321,271)
Share-based compensation to the Board of Directors	0	5,144,229	0	5,144,229
Stockholders' Equity, end of period, Value at Dec. 31, 2014	$ 2,270	$ 13,554,524	$ (12,347,428)	$ 1,209,366
Stockholders' Equity, end of period, Shares at Dec. 31, 2014	2,269,648	0	0	0
Net Income (Loss)	$ 0	$ 0	$ (1,175,880)	$ (1,175,880)
Stockholders' Equity, end of period, Value at Dec. 31, 2015	$ 2,270	$ 13,554,524	$ (13,523,308)	$ 33,486
Stockholders' Equity, end of period, Shares at Dec. 31, 2015	2,269,648	0	0	0

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash Flows From Operating Activities
Net Income (Loss)	$ (1,175,880)	$ (5,321,271)
Adjustments to reconcile income (loss) to net cash used in operating activities:
Bad debt expense	835,277
Income from discontinued operations	0	(74,605)
Stock compensation expense	0	5,144,229
Changes in operating assets and liabilities:
Prepaid expenses	7,985	(7,985)
Accrued interest receivable	(61,501)	(35,926)
Accounts payable	(5,687)	4,096
Net Cash Used in Operating Activities	(399,806)	(291,462)
Cash Flows From Investing Activities
Proceeds from sale of discontinued operations, net of cash sold		1,074,605
Notes receivable	(160,350)	(602,500)
Net Cash (Used In) Provided by Investing Activities	(160,350)	472,105
Cash Flow From Financing Activities
Proceeds from borrowing under related party note payable		300,000
Payments on notes payable - related parties		(300,000)
Payment of obligation under stock repurchase		(20,000)
Net Cash Provided by (Used in) Financing Activities		(20,000)
Net (Decrease) Increase in Cash	(560,156)	160,643
Cash and Cash Equivalents at Beginning of Year	587,937	427,294
Cash and Cash Equivalents at End of Year	$ 27,781	587,937
Supplemental Cash Flow Information
Cash paid for income taxes		$ 834

Note 1 - Basis of Presentation

Note 1 - Basis of Presentation and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Notes
Note 1 - Basis of Presentation and Significant Accounting Policies	NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – On January 12, 2013, Acquired Sales entered into an agreement with Drumright Group, LLC ("Drumright") that was closed on February 11, 2013, wherein Acquired Sales sold 100% of the capital stock of Cogility Software Corporation ("Cogility") to Drumright. Cogility's results of operations have been reclassified as discontinued operations. The sale of Cogility and DSTG eliminated the Company's sources of revenue. The Company is currently negotiating regarding certain potential investment opportunities, but there can be no assurance at this time that any investments will come to fruition and that the Company will have future operating income. The Company has a history of losses as evidenced by the accumulated deficit at December 31, 2015 of $13,523,308. The accompanying financial statements include the accounts and operations of Acquired Sales for all periods presented. Use of Estimates Income Taxes Basic and Diluted Earnings (Loss) Per Common Share The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2015 and 2014: For the Year Ended December 31, 2015 2014 Loss from continuing operations $(1,175,880) $(5,395,876) Income from discontinued operations - 74,605 Net income (loss) $(1,175,880) $(5,321,271) Basic and Diluted Weighted Average Shares Outstanding 2,269,648 2,269,648 Basic and Diluted Earnings (Loss) per Share Continuing Operations $(0.52) $(2.37) Discontinued Operations - 0.03 Net income (loss) $(0.52) $(2.34) There were 2,148,774 stock options and 3,638,000 warrants outstanding during the year ended December 31, 2015 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. There were 2,148,774 stock options and 4,988,000 warrants outstanding during the year ended December 31, 2014 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. Recent Accounting Pronouncements In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation (Topic 718)-Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). ASU No. 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition. The effective date is the first quarter of fiscal year 2016. The Company has not determined the potential effects on the financial statements.

Note 2 - Risks and Uncertaintie

Note 2 - Risks and Uncertainties	12 Months Ended
	Dec. 31, 2015
Notes
Note 2 - Risks and Uncertainties	NOTE 2 - RISKS AND UNCERTAINTIES Going Concern – The sale of Cogility and DSTG eliminated the Company's source of revenue. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing profitable businesses that will create positive income from operations; (2) acquiring valuable real estate in exchange for common stock and/or preferred stock; and/or (3) completing private placements of our common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurance that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.

Note 3 - Notes Receivable

Note 3 - Notes Receivable	12 Months Ended
	Dec. 31, 2015
Notes
Note 3 - Notes Receivable	NOTE 3 – NOTES RECEIVABLE The William Noyes Webster Foundation, Inc. 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 Promissory 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 One-Seven, LLC One-Seven, LLC ("One-Seven") is a business investment firm that hopes to make equity and/or debt investments in privately held and/or publicly traded companies from time to time. On October 9, 2015, the Company's chief executive officer, Gerard M. Jacobs, loaned money to One-Seven. On November 4, 2015, the Company entered into an Agreement with One-Seven, its Managing Partner Douglas Stukel ("Stukel"), and Gerard M. Jacobs pursuant to which the Company loaned $50,000 interest-free to One-Seven. As of December 31, 2015, $25,000 of the loan had been repaid to the Company by One-Seven, and the balance of $25,000 was still held by the Company as a receivable from One-Seven. The loan was repaid in full as of January 5, 2016. In consideration of such $50,000 loan to One-Seven, One-Seven and Stukel agreed that if One-Seven is successful in securing additional funding, then Stukel and One-Seven are obligated to use good faith efforts to work with Gerard M. Jacobs and the Company, as a team and not as a partnership, joint venture or other entity, in order to explore and hopefully close transactions pursuant to which: (a) One-Seven may provide debt, convertible debt and/or equity to the Company, all on mutually acceptable terms and conditions; (b) One-Seven may provide debt, convertible debt and/or equity to business entities that may be wholly or partly purchased by, or merged into, the Company, all on mutually acceptable terms and conditions; and (c) Stukel may participate in the management of the Company and obtain a salary and a package of stock options and/or warrants to purchase shares of common stock of the Company, all on mutually acceptable terms and conditions. There is no assurance that the Company will consummate any transactions involving One-Seven or Mr. Stukel.

Note 4 - Shareholders' Equity

Note 4 - Shareholders' Equity	12 Months Ended
	Dec. 31, 2015
Notes
Note 4 - Shareholders' Equity	NOTE 4 – SHAREHOLDERS' EQUITY Share-Based Compensation On November 28, 2014, the Company's chief executive officer and directors were issued rights to purchase warrants, which do not require shareholder approval, to purchase an aggregate of 1,350,000 shares of common stock of the Company at $0.01 per share and rights to purchase warrants to purchase an aggregate of 1,350,000 shares of common stock at $1.85 per share, which rights to purchase warrants do not require shareholder approval. The $0.01 warrants became exercisable once the Company's common stock closed at not less than $3.50 per share on at least ten consecutive trading days. This condition was met in December 2014. The $1.85 warrants contained this condition which has been met, but 1,250,000 of the $1.85 warrants also are conditioned upon the acquisition by the Company of at least one of certain real estate properties owned by entities controlled by one of the Company's directors, Vincent J. Mesolella. When exercisable, the warrants are exercisable through December 31, 2024. The grant-date fair value of these warrants was $5,144,229, or a weighted-average fair value of $1.91 per share, determined by the Black-Scholes option pricing model using the following weighted-average assumptions: expected future stock volatility of 147%; risk-free interest rate of 1.49%; dividend yield of 0% and an expected term of 5.0 years. The expected future stock volatility was based on the combined volatility of Acquired Sales' stock and two peer companies' stock volatilities. The risk-free interest rate was based on the U.S. Federal treasury rate for instruments due over the expected term of the warrants. The expected term of each warrant was based on the midpoint between the date the warrant vests and the contractual term of the warrant. On November 28, 2014, the Company's chief executive officer and directors were also issued rights to purchase warrants, which do not require shareholder approval, to purchase an aggregate of 1,350,000 shares of common stock of the Company at the same price per share of Acquired Sales' stock paid by the investor(s) in the planned capital raise of at least $15,000,000 by May 31, 2015 to fund the cash portion of the PPV merger consideration (the "Capital Raise Price Per Share"), with the exercise of 1,250,000 of these warrants being conditioned upon the acquisition by the Company of four real estate properties owned by entities controlled by one of the Company's directors, Vincent J. Mesolella. The fair value of the warrants was estimated by a valuation firm, on the date of grant, using a Monte Carlo Simulation model. Using this model, the Company assumed that the performance conditions would be achieved. If such conditions were not met, no compensation cost would be recognized and any recognized compensation cost would be reversed. The weighted-average grant-date fair value of the warrants was $1.88 per share, for a total value of $2,536,472, based on the following weighted-average assumptions: an expected future stock volatility of 147%, which was the combined volatility of Acquired Sales' stock and two peer companies' stock volatilities; risk-free interest rate of 1.50% and a dividend yield of 0%. The expected term of 5.0 years was determined by the simulation. The risk-free interest rate was based on the U.S. Treasury Constant Maturity Yield over the expected term of the warrants. The Company terminated its letter of intent to acquire PPV on March 11, 2015, and as such terminated its efforts to raise the capital necessary to acquire PPV. On July 20, 2015, the board of directors of the Company agreed and acknowledged that all of the rights to purchase warrants, granted to members of the board of directors of the Company, whose exercise price was based on the planned capital raise to fund the proposed acquisition of PPV, Inc. are now terminated. As a result of this termination, rights to purchase warrants, granted to members of the board of directors of the Company, exercisable into 1,350,000 shares of the Company have been terminated, and no compensation expense related to these warrants has been recognized to date. The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2015 and changes during the year then ended: Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price (a) Term (Years) Value Outstanding, December 31, 2014 6,198,774 $1.56 Terminated warrants (1,350,000) Outstanding, December 31, 2015 4,848,774 $1.56 7.14 $768,125 Exercisable, December 31, 2015 3,598,774 $1.46 5.80 $768,125 Note: (a) Financing Warrants

Note 5 - Income Taxes

Note 5 - Income Taxes	12 Months Ended
	Dec. 31, 2015
Notes
Note 5 - Income Taxes	NOTE 5 – INCOME TAXES During the years ended December 31, 2015 and 2014, the Company did not incur any current tax on its continuing operations and there was no deferred tax provision or benefit from continuing operations. At December 31, 2015, the Company has U.S. Federal net operating loss carry forwards of $1,727,713 that will expire in 2030 through 2034 if not used by those dates. As of December 31, 2015, the Company had no unrecognized tax benefits that, if recognized, would affect the Company's effective income tax rate over the next 12 months. The Company currently believes that all significant filing positions are highly certain and that all of its significant income tax filing positions and deductions would be sustained upon audit. Therefore, the Company has no significant reserves for uncertain tax positions and no adjustments to such reserves were required by generally accepted accounting principles. The Company's policy is to recognize accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company's tax returns are subject to examination for the years ended December 31, 2010 through 2014. A reconciliation of the amount of tax benefit computed using the U.S. federal statutory income tax rate to the provision for income taxes on continuing operations is as follows: For the Years Ended December 31, 2015 2014 Tax expenses (benefit) at statutory rate (34%) $(398,099) $(1,809,232) State tax benefit, net of federal benefit (38,639) (175,602) Non-deductible expenses 2,108 4,074 Revision of prior years' deferred tax assets (27,828) (86,347) Change in estimated future income tax rates (0) 7,254 Change in valuation allowance 462,458 2,059,853 Provision for Income Taxes $- $- The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2015 and 2014 were as follows: December 31, 2015 2014 Operating loss carry forwards $644,437 $54,911 Stock-based compensation 2,874,127 1,800,480 Other 233 - Less: Valuation allowance (3,518,797) (1,855,391) Net Deferred Income Tax Asset $- $- The deferred tax asset valuation allowance increased by $1,663,406 and increased by $2,059,852 during the years ended December 31, 2015 and 2014, respectively.

Note 6 - Contingent Contractual

Note 6 - Contingent Contractual Obligations and Commercial Commitments	12 Months Ended
	Dec. 31, 2015
Notes
Note 6 - Contingent Contractual Obligations and Commercial Commitments	NOTE 6 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Medical Marijuana in Massachusetts: As discussed in Note 3, the Company has agreements with Heatley and the Foundation. On July 20, 2014, the Company entered into an agreement to pay a lump sum finder's fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) the Company makes certain loans to the Foundation which was found by Parare Partners Inc., (2) the Foundation constructs and brings into operation its planned medical marijuana cultivation facility in Plymouth, Massachusetts and a medical marijuana dispensary in Dennis, Massachusetts, (3) the Company directly or via subsidiaries enters into certain consulting agreements with the Foundation, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows: 5% of the first $1,000,000 of the aggregate principal amount of such loans 4% of the second $1,000,000 of the aggregate principal amount of such loans 3% of the third $1,000,000 of the aggregate principal amount of such loans 2% of the fourth $1,000,000 of the aggregate principal amount of such loans 1% of the aggregate principal amount of such loans that are in excess of $4,000,000 The Company has not paid any fees under this Agreement. All of the conditions have not been met for the finder's fee to have accrued on the amounts loaned to the Foundation; therefore, a liability has not been recorded for the finder's fee at December 31, 2015. During the nine month period ended September 30, 2015, MVJ Realty, LLC, an affiliate of AQSP director Vincent J. Mesolella ("MVJ Realty"), loaned a total of $23,000 to the Foundation, which $23,000 was purportedly used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the "Two New Applications") by the Foundation to the Commonwealth of Massachusetts for licenses (the "Two New Licenses") to operate two new medical marijuana dispensaries in Massachusetts (the "Two New Dispensaries"). In making these $23,000 loans to the Foundation, MVJ Realty viewed itself as acting as an agent for the Company, and expected to eventually be reimbursed for the $23,000 by the Company subject to the execution and delivery by the Foundation to the Company of loan documents evidencing that the principal amount of the loan from the Company to the Foundation, evidenced by the Note and secured by the Security Agreement, had been increased by $23,000. The execution and delivery of such loan documents occurred on July 15, 2015, and MVJ Realty was reimbursed for the $23,000 in August 2015. In the Two New Applications, the Foundation included background information in regard to each of the Company's directors and officers. If the Two New Licenses are awarded to the Foundation, then the Foundation may seek to obtain financing for the Two New Dispensaries from MVJ Realty/AQSP. The Foundation and MVJ Realty/AQSP have not yet entered into any agreements in regard to such potential financing, and the Company considers it to be extremely doubtful that any such agreements will ever be entered into in light of the on-going disputes between Heatley, the Foundation, and the Company regarding the Teaming Agreement. At this time, no assurances or guarantees whatsoever can be made as to whether any transaction with the Foundation will be successfully consummated, nor on what terms.

Note 1 - Basis of Presentatio13

Note 1 - Basis of Presentation and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Basis of Presentation	Basis of Presentation – On January 12, 2013, Acquired Sales entered into an agreement with Drumright Group, LLC ("Drumright") that was closed on February 11, 2013, wherein Acquired Sales sold 100% of the capital stock of Cogility Software Corporation ("Cogility") to Drumright. Cogility's results of operations have been reclassified as discontinued operations. The sale of Cogility and DSTG eliminated the Company's sources of revenue. The Company is currently negotiating regarding certain potential investment opportunities, but there can be no assurance at this time that any investments will come to fruition and that the Company will have future operating income. The Company has a history of losses as evidenced by the accumulated deficit at December 31, 2015 of $13,523,308. The accompanying financial statements include the accounts and operations of Acquired Sales for all periods presented.
Use of Estimates	Use of Estimates
Income Taxes	Income Taxes
Basic and Diluted Earnings (Loss) Per Common Share	Basic and Diluted Earnings (Loss) Per Common Share The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2015 and 2014: For the Year Ended December 31, 2015 2014 Loss from continuing operations $(1,175,880) $(5,395,876) Income from discontinued operations - 74,605 Net income (loss) $(1,175,880) $(5,321,271) Basic and Diluted Weighted Average Shares Outstanding 2,269,648 2,269,648 Basic and Diluted Earnings (Loss) per Share Continuing Operations $(0.52) $(2.37) Discontinued Operations - 0.03 Net income (loss) $(0.52) $(2.34) There were 2,148,774 stock options and 3,638,000 warrants outstanding during the year ended December 31, 2015 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. There were 2,148,774 stock options and 4,988,000 warrants outstanding during the year ended December 31, 2014 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation (Topic 718)-Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). ASU No. 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition. The effective date is the first quarter of fiscal year 2016. The Company has not determined the potential effects on the financial statements.

Note 1 - Basis of Presentatio14

Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Earnings Per Share, Basic and Diluted	The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2015 and 2014: For the Year Ended December 31, 2015 2014 Loss from continuing operations $(1,175,880) $(5,395,876) Income from discontinued operations - 74,605 Net income (loss) $(1,175,880) $(5,321,271) Basic and Diluted Weighted Average Shares Outstanding 2,269,648 2,269,648 Basic and Diluted Earnings (Loss) per Share Continuing Operations $(0.52) $(2.37) Discontinued Operations - 0.03 Net income (loss) $(0.52) $(2.34)

Note 4 - Shareholders' Equity_

Note 4 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Share-based Compensation, Stock Options and Warrant Activity	The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2015 and changes during the year then ended: Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price (a) Term (Years) Value Outstanding, December 31, 2014 6,198,774 $1.56 Terminated warrants (1,350,000) Outstanding, December 31, 2015 4,848,774 $1.56 7.14 $768,125 Exercisable, December 31, 2015 3,598,774 $1.46 5.80 $768,125 Note: (a)

Note 5 - Income Taxes_ Schedule

Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of the amount of tax benefit computed using the U.S. federal statutory income tax rate to the provision for income taxes on continuing operations is as follows: For the Years Ended December 31, 2015 2014 Tax expenses (benefit) at statutory rate (34%) $(398,099) $(1,809,232) State tax benefit, net of federal benefit (38,639) (175,602) Non-deductible expenses 2,108 4,074 Revision of prior years' deferred tax assets (27,828) (86,347) Change in estimated future income tax rates (0) 7,254 Change in valuation allowance 462,458 2,059,853 Provision for Income Taxes $- $-

Note 5 - Income Taxes_ Schedu17

Note 5 - Income Taxes: Schedule of Deferred Tax Assets (Tables)	12 Months Ended
	Dec. 31, 2015
Tables/Schedules
Schedule of Deferred Tax Assets	The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2015 and 2014 were as follows: December 31, 2015 2014 Operating loss carry forwards $644,437 $54,911 Stock-based compensation 2,874,127 1,800,480 Other 233 - Less: Valuation allowance (3,518,797) (1,855,391) Net Deferred Income Tax Asset $- $-

Note 1 - Basis of Presentatio18

Note 1 - Basis of Presentation and Significant Accounting Policies: Basis of Presentation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2013	Jan. 12, 2013
Accumulated deficit		$ (13,523,308)	$ (12,347,428)
Defense Securities Technology Group
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions	100.00%
Defense & Security Technology Group, Inc
Stock Sold to Acquirer, percent				100.00%
Drumright Group LLC purchase of Cogility
Stock Sold to Acquirer, percent					100.00%

Note 1 - Basis of Presentatio19

Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Details
Loss from Contining Operations	$ (1,175,880)	$ (5,395,876)
Income from Discontinued Operations	0	74,605
Net Income (Loss)	$ (1,175,880)	$ (5,321,271)
Basic and Diluted Weighted
Average Shares Outstanding	2,269,648	2,269,648
Basic and Diluted Earnings (Loss) per Share
Continuing Operations	$ (0.52)	$ (2.37)
Discontinued Operations	0	0.03
Net Income (Loss)	$ (0.52)	$ (2.34)

Note 1 - Basis of Presentatio20

Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Equity Option
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,148,774	2,148,774
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,638,000	4,988,000

Note 2 - Risks and Uncertaint21

Note 2 - Risks and Uncertainties (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Accumulated deficit	$ (13,523,308)	$ (12,347,428)
Loss from Contining Operations	(1,175,880)	$ (5,395,876)
Bad debt expense	835,277
Secured Promissory Note | William Noyes Webster Foundation Inc
Bad debt expense	737,850
Interest receivable | William Noyes Webster Foundation Inc
Bad debt expense	$ 97,427

Note 3 - Notes Receivable (Deta

Note 3 - Notes Receivable (Details) - USD ($)	1 Months Ended	7 Months Ended	12 Months Ended
	Jul. 31, 2014	Jul. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Oct. 09, 2015	Jul. 14, 2014
Note receivable payment			$ 160,350	$ 602,500
Bad debt expense			835,277
Secured Promissory Note | William Noyes Webster Foundation Inc
Debt Instrument, Face Amount						$ 1,500,000
Note receivable payment	$ 602,500	$ 135,350
Advances	600,000
Note Receivable			$ 737,850
Debt Instrument, Interest Rate, Stated Percentage			12.50%
Bad debt expense			$ 737,850
Secured Promissory Note | William Noyes Webster Foundation Inc | Payment To Consultant
Advances	$ 2,500
Secured Promissory Note | William Noyes Webster Foundation Inc | Unfunded Portion of Note
Debt Instrument, Face Amount						$ 897,500
Secured Promissory Note | One-Seven LLC
Debt Instrument, Face Amount					$ 50,000
Note receivable payment			25,000
Note Receivable			$ 25,000
Debt Instrument, Interest Rate, Stated Percentage					0.00%
Debt Instrument, Description			In consideration of such $50,000 loan to One-Seven, One-Seven and Stukel agreed that if One-Seven is successful in securing additional funding, then Stukel and One-Seven are obligated to use good faith efforts to work with Gerard M. Jacobs and the Company, as a team and not as a partnership, joint venture or other entity, in order to explore and hopefully close transactions pursuant to which: (a) One-Seven may provide debt, convertible debt and/or equity to the Company, all on mutually acceptable terms and conditions; (b) One-Seven may provide debt, convertible debt and/or equity to business entities that may be wholly or partly purchased by, or merged into, the Company, all on mutually acceptable terms and conditions; and (c) Stukel may participate in the management of the Company and obtain a salary and a package of stock options and/or warrants to purchase shares of common stock of the Company, all on mutually acceptable terms and conditions.
Interest receivable | William Noyes Webster Foundation Inc
Bad debt expense			$ 97,427

Note 4 - Shareholders' Equity (

Note 4 - Shareholders' Equity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Stock compensation expense	$ 0	$ 5,144,229
Class of Warrant, Outstanding	938,000
Class of Warrant, Exercise Price of Warrants	$ 2.32
Minimum Capital Raise needed to fund PPV Merger	$ 15,000,000
Warrants to Be Issued Upon Acquisition of Real Estate	1,250,000
Warrant | Notes Payable to Related Parties
Weighted Average Remaining Contractual Term	10 months 10 days
Aggregate Intrinsic Value	$ 0
Warrant 1
Class of Warrant, Outstanding	1,350,000
Class of Warrant, Exercise Price of Warrants		$ 0.01
Warrant 2
Class of Warrant, Outstanding	1,350,000
Class of Warrant, Exercise Price of Warrants		$ 1.85
Warrants 1 And 2
Terms of Award		The $0.01 warrants became exercisable once the Company's common stock closed at not less than $3.50 per share on at least ten consecutive trading days. This condition was met in December 2014. The $1.85 warrants contained this condition which has been met, but 1,250,000 of the $1.85 warrants also are conditioned upon the acquisition by the Company of at least one of certain real estate properties owned by entities controlled by one of the Company's directors, Vincent J. Mesolella. When exercisable, the warrants are exercisable through December 31, 2024.
Grants in Period, Weighted Average Grant Date Total Fair Value		$ 5,144,229
Grants in Period, Weighted Average Grant Date Fair Value		$ 1.91
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used	Black-Scholes option pricing model
Expected Future Stock Volatility	147.00%
Risk Free Interest Rate	1.49%
Dividend Yield	0.00%
Expected Term	5 years
Warrants 3
Class of Warrant, Outstanding	1,350,000
Grants in Period, Weighted Average Grant Date Total Fair Value		$ 2,536,472
Expected Future Stock Volatility	147.00%
Risk Free Interest Rate	1.50%
Dividend Yield	0.00%
Expected Term	5 years
Grants in Period, Weighted Average Grant Date Fair Value		$ 1.88

Note 4 - Shareholders' Equity24

Note 4 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details)	12 Months Ended
	Dec. 31, 2015USD ($)$ / sharesshares
Details
Options, Outstanding, Beginning Balance	6,198,774
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 1.56
Terminated warrants	1,350,000
Options, Outstanding, Ending Balance	4,848,774
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares	$ 1.56
Options, Outstanding, Weighted Average Remaining Term	7 years 1 month 20 days
Options, Outstanding, Intrinsic Value | $	$ 768,125
Options, Exercisable	3,598,774
Options, Exercisable, Weighted Average Exercise Price | $ / shares	$ 1.46
Options, Exercisable, Weighted Average Remaining Term	5 years 9 months 18 days
Options, Exercisable, Intrinsic Value | $	$ 768,125

Note 5 - Income Taxes (Details)

Note 5 - Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2013
Net Operating Loss Carryforwards	$ 1,727,713
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 1,663,406	$ (2,059,852)
Minimum
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2030
Maximum
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2034

Note 5 - Income Taxes_ Schedu26

Note 5 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Details
Tax expenses (benefit) at statutory rate (34%)	$ (398,099)	$ (1,809,232)
State tax benefit, net of federal benefit	(38,639)	(175,602)
Non-deductible expenses	2,108	4,074
Revision of prior years' deferred tax assets	(27,828)	(86,347)
Change in estimated future income tax rates	0	7,254
Change in valuation allowance	462,458	2,059,853
Provision for Income Taxes	$ 0	$ 0

Note 5 - Income Taxes_ Schedu27

Note 5 - Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Details
Operating loss carry forwards	$ 644,437	$ 54,911
Stock-based compensation	2,874,127	1,800,480
Other	233	0
Less: Valuation allowance	(3,518,797)	(1,855,391)
Net Deferred Income Tax Asset	$ 0	$ 0

Note 6 - Contingent Contractu28

Note 6 - Contingent Contractual Obligations and Commercial Commitments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Jul. 14, 2014
MVJ Realty, LLC
Debt Instrument, Face Amount	$ 23,000
Debt Instrument, Use of proceeds	$23,000 was purportedly used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the 'Two New Applications') by the Foundation to the Commonwealth of Massachusetts for licenses (the 'Two New Licenses') to operate two new medical marijuana dispensaries in Massachusetts (the 'Two New Dispensaries').
Debt Instrument, Repurchase Amount	$ 23,000
Parere Partners Inc. | Medical marijuana on Cape Cod
Commitments Under Agreements with the Foundation	5% of the first $1,000,000 of the aggregate principal amount of such loans 4% of the second $1,000,000 of the aggregate principal amount of such loans 3% of the third $1,000,000 of the aggregate principal amount of such loans 2% of the fourth $1,000,000 of the aggregate principal amount of such loans 1% of the aggregate principal amount of such loans that are in excess of $4,000,000
William Noyes Webster Foundation Inc | Secured Promissory Note
Debt Instrument, Face Amount		$ 1,500,000
William Noyes Webster Foundation Inc | MVJ Realty, LLC | Secured Promissory Note
Debt Instrument, Increase	$ 23,000