Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 11, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | ACQUIRED SALES CORP | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 1,391,135 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 2,369,648 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | aqsp |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and Cash Equivalents | $ 428 | $ 27,781 |
Total Current Assets | 428 | 27,781 |
Notes Receivable | 25,000 | |
Total Assets | 428 | 52,781 |
Current Liabilities | ||
Trade Accounts Payable | 105,078 | 19,295 |
Total Current Liabilities | 105,078 | 19,295 |
Long Term Liabilities | ||
Note Payable to Related Party | 4,000 | |
Total Long Term Liabilities | 4,000 | |
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; 2,369,648 and 2,269,648 shares outstanding, respectively | 2,370 | 2,270 |
Additional Paid-in Capital | 13,554,524 | 13,554,524 |
Accumulated Deficit | (13,665,544) | (13,523,308) |
Total Shareholders' Equity (Deficit) | (108,650) | 33,486 |
Total Liabilities and Shareholders' Equity | $ 428 | $ 52,781 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
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 | 2,369,648 | 2,269,648 |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | ||
Preferred Stock, shares outstanding |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement | ||||
Selling, General and Administrative Expense | $ (52,861) | $ (52,944) | $ (142,264) | $ (366,181) |
Bad Debt Expense | (835,277) | (835,277) | ||
Interest Income | 17,726 | 61,501 | ||
Other Income | 28 | 2,267 | ||
Net Loss | $ (52,861) | $ (870,495) | $ (142,236) | $ (1,137,690) |
Basic and Diluted Earnings Loss per Share | $ (0.02) | $ (0.38) | $ (0.06) | $ (0.50) |
CONDENSED STATEMENTS OF SHAREHO
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Stockholders' Equity beginning of period, Value at Dec. 31, 2014 | $ 2,270 | $ 13,554,524 | $ (12,347,428) | $ 1,209,366 |
Stockholders' Equity beginning of period, Shares at Dec. 31, 2014 | 2,269,648 | |||
Net Loss | (1,137,690) | (1,137,690) | ||
Stockholders' Equity, end of period, Value at Sep. 30, 2015 | $ 2,270 | 13,554,524 | (13,485,118) | 71,676 |
Stockholders' Equity, end of period, Shares at Sep. 30, 2015 | 2,269,648 | |||
Stockholders' Equity beginning of period, Value at Dec. 31, 2015 | $ 2,270 | 13,554,524 | (13,523,308) | 33,486 |
Stockholders' Equity beginning of period, Shares at Dec. 31, 2015 | 2,269,648 | |||
Exercise of Stock Options, Value | $ 100 | $ 100 | ||
Exercise of Stock Options, Shares | 100,000 | 100,000 | ||
Net Loss | (142,236) | $ (142,236) | ||
Stockholders' Equity, end of period, Value at Sep. 30, 2016 | $ 2,370 | $ 13,554,524 | $ (13,665,544) | $ (108,650) |
Stockholders' Equity, end of period, Shares at Sep. 30, 2016 | 2,369,648 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (142,236) | $ (1,137,690) |
Changes in Operating Assets and Liabilities: | ||
Bad Debt Expense | 835,277 | |
Prepaid Expenses | 7,985 | |
Accrued Interest Receivable | (61,501) | |
Accounts Payable | 85,783 | (12,336) |
Net Cash Used in Operating Activities | (56,453) | (368,265) |
Cash Flows from Investing Activities | ||
Note Receivable | 25,000 | (135,350) |
Net Cash Provided by (Used in) Investing Activities | 25,000 | (135,350) |
Cash Flows From Financing Activities | ||
Proceeds From Borrowing Under Related Party Note Payable | 4,000 | |
Exercise of Stock Options | 100 | |
Net Cash Provided by Financing Activities | 4,100 | |
Net Decrease in Cash | (27,353) | (503,615) |
Cash and Cash Equivalents at Beginning of Period | 27,781 | 587,937 |
Cash and Cash Equivalents at End of Period | $ 428 | $ 84,322 |
Note 1 - Description of The Bus
Note 1 - Description of The Business of Acquired Sales Corp. | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 1 - Description of The Business of Acquired Sales Corp. | NOTE 1 DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP. Acquired Sales Corp. (hereinafter sometimes referred to as "Acquired Sales", "AQSP" or the "Company") was organized under the laws of the State of Nevada on January 2, 1986. Previously, the Company was involved in selling software licenses and hardware, and the provision of consulting and maintenance services. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 2 - Basis of Presentation and Significant Accounting Policies | NOTE 2 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Condensed Financial Statements Use of Estimates 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 three and nine months ended September 30, 2016 and 2015. For the Three Months For the Nine Months Ended Ended September 30, September 30, 2016 2015 2016 2015 Net Loss $(52,861) $(870,495) $(142,236) $(1,137,690) Weighted -Average Shares Outstanding 2,318,035 2,269,648 2,293,842 2,269,648 Basic and Diluted Earnings Loss per Share $(0.02) $(0.38) $(0.06) $(0.50) At January 1, 2016 through May 17, 2016, there were 4,848,774 stock options and 478,000 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. On May 18, 2016, 100,000 of these stock options were exercised. As a result, at September 30, 2016, there were 4,748,774 stock options and 478,000 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. In comparison, there were 4,848,774 employee stock options and 938,000 warrants outstanding during the three and nine months ended September 30, 2015 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. Recent Accounting Pronouncements In March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change the accounting for certain stock-based compensation transactions, including the income tax consequences and cash flow classification for applicable transactions. The amendments in this update are effective for annual periods beginning after December 31, 2016 and interim periods within those annual periods. The Company is currently evaluating the impact that this amendment will have on its financial statements. |
Note 3 - Risks and Uncertaintie
Note 3 - Risks and Uncertainties | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 3 - Risks and Uncertainties | NOTE 3 RISKS AND UNCERTAINTIES Going Concern The sales of Cogility and DSTG eliminated the Company's source of revenue. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company currently has no revenue-generating subsidiaries. Management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing profitable businesses that will create positive income from operations; and/or (2) completing private placements of the Company's common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurances or guarantees whatsoever that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company. |
Note 4 - Notes Receivable
Note 4 - Notes Receivable | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 4 - Notes Receivable | NOTE 4 NOTES RECEIVABLE The William Noyes Webster Foundation, Inc. The Foundation, a non-profit Massachusetts corporation, has received a provisional registration from the Commonwealth of Massachusetts to own and operate a medical marijuana cultivation facility in Plymouth, Massachusetts, and a medical marijuana dispensary in Dennis, Massachusetts. Jane W. Heatley ("Heatley") is the founder and a member of the board of directors of the Foundation. Teaming 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. Gerard M. Jacobs obtained a 50% economic interest in One-Seven, and therefore One-Seven is a related party to Gerard M. Jacobs. On November 4, 2015, the Company entered into an Agreement with One-Seven, its Managing Partner Douglas Stukel ("Stukel"), and Gerard M. Jacobs pursuant to which the Company loaned $50,000 interest-free to One-Seven. As of December 31, 2015, $25,000 of the loan had been repaid to the Company by One-Seven, and the balance of $25,000 was still held by the Company as a receivable from One-Seven. The loan was repaid in full as of January 5, 2016. In consideration of such $50,000 loan to One-Seven, One-Seven and Stukel agreed that if One-Seven is successful in securing additional funding, then Stukel and One-Seven are obligated to use good faith efforts to work with Gerard M. Jacobs and the Company, as a team and not as a partnership, joint venture or other entity, in order to explore and hopefully close transactions pursuant to which: (a) One-Seven may provide debt, convertible debt and/or equity to the Company, all on mutually acceptable terms and conditions; (b) One-Seven may provide debt, convertible debt and/or equity to business entities that may be wholly or partly purchased by, or merged into, the Company, all on mutually acceptable terms and conditions; and (c) Stukel may participate in the management of the Company and obtain a salary and a package of stock options and/or warrants to purchase shares of common stock of the Company, all on mutually acceptable terms and conditions. There are no assurances or guarantees whatsoever that the Company will consummate any transactions involving One-Seven or Mr. Stukel. |
Note 5 - Note Payable
Note 5 - Note Payable | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 5 - Note Payable | NOTE 5 NOTE PAYABLE On June 21, 2016, a company affiliated with Gerard M. Jacobs, CEO of Acquired Sales, made a non-interest bearing loan of $4,000 to the Company, which is payable upon demand. |
Note 6 - Shareholders' Equity
Note 6 - Shareholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 6 - Shareholders' Equity | NOTE 6 SHAREHOLDERS' EQUITY Summary of Stock Option and Warrant Activity The following is a summary of the Company's stock option and warrant activity as of September 30, 2016 and changes during the period then ended: Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price (a) Term (Years) Value Outstanding, December 31, 2015 4,848,774 $1.56 Exercised options 100,000 $- Outstanding, September 30, 2016 4,748,774 $1.59 5.91 $2,048,975 Exercisable, September 30, 2016 3,498,774 $1.50 5.07 $2,048,975 Note: (a) Assignment and Exercise of Stock Option Agreement Cogility was acquired by Acquired Sales in September 2011. Pursuant to the terms and conditions of that acquisition and the SOA, Gerard M. Jacobs or his assignees or heirs was granted the right to purchase 100,000 shares of common stock of Acquired Sales at the purchase price of $0.001 per share, or an aggregate purchase price of $100. For valuable consideration received, Gerard M. Jacobs assigned the SOA to his affiliate Miss Mimi Corporation ("Miss Mimi"), effective as of May 18, 2016. Miss Mimi notified Acquired Sales effective as of May 18, 2016, that Miss Mimi exercised the SOA and thereby purchased all 100,000 shares of common stock of Acquired Sales covered by the SOA, for the aggregate purchase price of $100, with the purchase price paid in the form of cashier's check from Miss Mimi payable to Acquired Sales. Financing Warrants |
Note 7 - Contingent Contractual
Note 7 - Contingent Contractual Obligations and Commercial Commitments | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 7 - Contingent Contractual Obligations and Commercial Commitments | NOTE 7 CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Medical Marijuana in Massachusetts: As discussed in Note 4, the Company has agreements with Heatley and the Foundation. On July 20, 2014, the Company entered into an agreement to pay a lump sum finder's fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) the Company makes certain loans to the Foundation which was found by Parare Partners Inc., (2) the Foundation constructs and brings into operation its planned medical marijuana cultivation facility in Plymouth, Massachusetts and a medical marijuana dispensary in Dennis, Massachusetts, (3) the Company directly or via subsidiaries enters into certain consulting agreements with the Foundation, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows: 5% of the first $1,000,000 of the aggregate principal amount of such loans 4% of the second $1,000,000 of the aggregate principal amount of such loans 3% of the third $1,000,000 of the aggregate principal amount of such loans 2% of the fourth $1,000,000 of the aggregate principal amount of such loans 1% of the aggregate principal amount of such loans that are in excess of $4,000,000 The Company has not paid any fees under this Agreement. All of the conditions have not been met for the finder's fee to have accrued on the amounts loaned to the Foundation; therefore, a liability has not been recorded for the finder's fee at September 30, 2016. During the nine month period ended September 30, 2015, MVJ Realty, LLC, an affiliate of AQSP director Vincent J. Mesolella ("MVJ Realty"), loaned a total of $23,000 to the Foundation, which $23,000 was purportedly used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the "Two New Applications") by the Foundation to the Commonwealth of Massachusetts for licenses (the "Two New Licenses") to operate two new medical marijuana dispensaries in Massachusetts (the "Two New Dispensaries"). In making these $23,000 loans to the Foundation, MVJ Realty viewed itself as acting as an agent for the Company, and expected to eventually be reimbursed for the $23,000 by the Company subject to the execution and delivery by the Foundation to the Company of loan documents evidencing that the principal amount of the loan from the Company to the Foundation, evidenced by the Note and secured by the Security Agreement, had been increased by $23,000. The execution and delivery of such loan documents occurred on July 15, 2015, and MVJ Realty was reimbursed for the $23,000 in August 2015. In the Two New Applications, the Foundation included background information in regard to each of the Company's directors and officers. If the Two New Licenses are awarded to the Foundation, then the Foundation may seek to obtain financing for the Two New Dispensaries from MVJ Realty/AQSP. The Foundation and MVJ Realty/AQSP have not yet entered into any agreements in regard to such potential financing, and the Company considers it to be extremely doubtful that any such agreements will ever be entered into in light of the on-going disputes between Heatley, the Foundation, and the Company regarding the Teaming Agreement. At this time, no assurances or guarantees whatsoever can be made as to whether any transaction with the Foundation will be successfully consummated, nor on what terms. |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 8 - Subsequent Events | NOTE 8 SUBSEQUENT EVENTS We have evaluated subsequent events through the date of filing this quarterly report on Form 10-Q. The Company expects to issue to a consultant multi-year options or warrants to purchase 100,000 shares of common stock of the Company with an exercise price of $1.85 per share. |
Note 2 - Basis of Presentatio15
Note 2 - Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Basis of Presentation | Basis of Presentation |
Condensed Financial Statements | Condensed Financial Statements |
Use of Estimates | Use of Estimates |
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 three and nine months ended September 30, 2016 and 2015. For the Three Months For the Nine Months Ended Ended September 30, September 30, 2016 2015 2016 2015 Net Loss $(52,861) $(870,495) $(142,236) $(1,137,690) Weighted -Average Shares Outstanding 2,318,035 2,269,648 2,293,842 2,269,648 Basic and Diluted Earnings Loss per Share $(0.02) $(0.38) $(0.06) $(0.50) At January 1, 2016 through May 17, 2016, there were 4,848,774 stock options and 478,000 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. On May 18, 2016, 100,000 of these stock options were exercised. As a result, at September 30, 2016, there were 4,748,774 stock options and 478,000 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. In comparison, there were 4,848,774 employee stock options and 938,000 warrants outstanding during the three and nine months ended September 30, 2015 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 March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change the accounting for certain stock-based compensation transactions, including the income tax consequences and cash flow classification for applicable transactions. The amendments in this update are effective for annual periods beginning after December 31, 2016 and interim periods within those annual periods. The Company is currently evaluating the impact that this amendment will have on its financial statements. |
Note 2 - Basis of Presentatio16
Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 three and nine months ended September 30, 2016 and 2015. For the Three Months For the Nine Months Ended Ended September 30, September 30, 2016 2015 2016 2015 Net Loss $(52,861) $(870,495) $(142,236) $(1,137,690) Weighted -Average Shares Outstanding 2,318,035 2,269,648 2,293,842 2,269,648 Basic and Diluted Earnings Loss per Share $(0.02) $(0.38) $(0.06) $(0.50) |
Note 6 - Shareholders' Equity_
Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Stock Options and Warrant Activity | The following is a summary of the Company's stock option and warrant activity as of September 30, 2016 and changes during the period then ended: Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price (a) Term (Years) Value Outstanding, December 31, 2015 4,848,774 $1.56 Exercised options 100,000 $- Outstanding, September 30, 2016 4,748,774 $1.59 5.91 $2,048,975 Exercisable, September 30, 2016 3,498,774 $1.50 5.07 $2,048,975 Note: (a) |
Note 2 - Basis of Presentatio18
Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Details | ||||
Net Loss | $ (52,861) | $ (870,495) | $ (142,236) | $ (1,137,690) |
Weighted Average Shares Outstanding | 2,318,035 | 2,269,648 | 2,293,842 | 2,269,648 |
Basic and Diluted Loss per Share | $ (0.02) | $ (0.38) | $ (0.06) | $ (0.50) |
Note 2 - Basis of Presentatio19
Note 2 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares | 5 Months Ended | 9 Months Ended | |
May 17, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Exercise of Stock Options, Shares | 100,000 | ||
Equity Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,848,774 | 4,748,774 | 4,848,774 |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 478,000 | 938,000 |
Note 3 - Risks and Uncertaint20
Note 3 - Risks and Uncertainties (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 01, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Accumulated Deficit | $ (13,665,544) | $ (13,665,544) | $ (13,523,308) | |||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | $ (52,861) | (142,236) | ||||
Net Cash Used in Operating Activities | (56,453) | $ (368,265) | ||||
Bad Debt Expense | $ 835,277 | $ 835,277 | ||||
Secured Promissory Note | William Noyes Webster Foundation Inc | ||||||
Bad Debt Expense | $ 737,850 | 737,850 | ||||
Interest receivable | William Noyes Webster Foundation Inc | ||||||
Bad Debt Expense | $ 97,427 |
Note 4 - Notes Receivable (Deta
Note 4 - Notes Receivable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 8 Months Ended | 9 Months Ended | |||
Jul. 31, 2014 | Sep. 30, 2015 | Jul. 31, 2015 | Sep. 01, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Oct. 09, 2015 | Jul. 14, 2014 | |
Bad Debt Expense | $ 835,277 | $ 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 | $ 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 5 - Note Payable (Details)
Note 5 - Note Payable (Details) | Jun. 21, 2016USD ($) |
Chief Executive Officer | |
Debt Instrument, Face Amount | $ 4,000 |
Note 6 - Shareholders' Equity23
Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Details | |
Outstanding, Beginning Balance | shares | 4,848,774 |
Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 1.56 |
Exercised options | shares | 100,000 |
Exercised options, Weighted Average Exercise Price | $ / shares | $ 0 |
Outstanding, Ending Balance | shares | 4,748,774 |
Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 1.59 |
Outstanding, Weighted Average Remaining Term | 5 years 10 months 28 days |
Outstanding, Intrinsic Value | $ | $ 2,048,975 |
Exercisable | shares | 3,498,774 |
Exercisable, Weighted Average Exercise Price | $ / shares | $ 1.50 |
Exercisable, Weighted Average Remaining Term | 5 years 25 days |
Exercisable, Intrinsic Value | $ | $ 2,048,975 |
Note 6 - Shareholders' Equity (
Note 6 - Shareholders' Equity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2012 | |
Exercise of Stock Options, Value | $ 100 | |
Warrants, Outstanding | 478,000 | 938,000 |
Warrants, Expired | 460,000 | |
Warrants, Outstanding, Weighted Average Exercise Price | 2.63 | |
Warrant | ||
Weighted Average Remaining Contractual Term | 8 months 8 days | |
Aggregate Intrinsic Value | $ 0 |
Note 7 - Contingent Contractu25
Note 7 - Contingent Contractual Obligations and Commercial Commitments (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | 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 | 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 September 30, 2016. | |
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 |
Note 8 - Subsequent Events (Det
Note 8 - Subsequent Events (Details) - Subsequent Event - Consultant | 1 Months Ended |
Nov. 11, 2016$ / sharesshares | |
Deferred Compensation Arrangement with Individual, Shares Issued | shares | 100,000 |
Deferred Compensation Arrangement with Individual, Exercise Price | $ / shares | $ 1.85 |