Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 21, 2018 | Jun. 30, 2018 | |
Details | |||
Registrant Name | ACQUIRED SALES CORP. | ||
Registrant CIK | 1,391,135 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2017 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | aqsp | ||
Tax Identification Number (TIN) | 870,479,286 | ||
Number of common stock shares outstanding | 2,369,648 | ||
Public Float | $ 294,633 | ||
Filer Category | Smaller Reporting Company | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Emerging Growth Company | false | ||
Ex Transition Period | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 31 N. Suffolk Lane, Lake Forest, Illinois | ||
Entity Address, Postal Zip Code | 60,045 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and Cash Equivalents | $ 0 | $ 605 |
Total Current Assets | 0 | 605 |
Notes Receivable | 0 | 0 |
Interest Receivable | 0 | 0 |
Total Assets | 0 | 605 |
Accounts Payable - Related Party | ||
Accounts Payable - Related Party - Payable to William C. Jacobs | 103,907 | 43,149 |
Accounts Payable - Related Party - Payable to Gerard M. Jacobs | 13,841 | 9,684 |
Accounts Payable - Related Party - Payable to Other Related Party | 4,000 | 4,000 |
Accounts Payable - Related Party | 121,748 | 56,833 |
Trade Accounts Payable | 106,426 | 91,913 |
Total Current Liabilities | 228,174 | 148,746 |
Commitments and contingencies | 0 | 0 |
Shareholders' Equity | ||
Preferred Stock, $0.001 par value; 10,000,000 shares authorized; none outstanding | 0 | 0 |
Common Stock, $0.001 par value; 100,000,000 shares authorized; 2,369,648 and 2,269,648 shares outstanding, respectively | 2,370 | 2,370 |
Additional Paid-in Capital | 13,554,524 | 13,554,524 |
Accumulated Deficit | (13,785,068) | (13,705,035) |
Total Shareholders' Equity (Deficit) | (228,174) | (148,141) |
Total Liabilities and Shareholders' Equity | $ 0 | $ 605 |
BALANCE SHEETS - Parenthetical
BALANCE SHEETS - Parenthetical - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Outstanding | 2,369,648 | 2,269,648 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Selling, General and Administrative Expense | $ (65,021) | $ (79,491) |
Professional Fees | (15,012) | (102,264) |
Other Income | 28 | |
Provision for Income Taxes | 0 | 0 |
Net Loss | $ (80,033) | $ (181,727) |
Basic and Diluted Earnings Loss per Share | $ (0.03) | $ (0.08) |
Basic and diluted weighted average number of common shares outstanding: | 2,369,648 | 2,331,745 |
STATEMENTS OF SHAREHOLDERS' EQU
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2015 | $ 2,270 | $ 13,554,524 | $ (13,523,308) | $ 33,486 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2015 | 2,269,648 | |||
Exercise of Stock Options, Amount | $ 100 | 0 | 0 | 100 |
Exercise of Stock Options, Shares | 100,000 | |||
Net Loss | $ 0 | 0 | (181,727) | (181,727) |
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2016 | $ 2,370 | 13,554,524 | (13,705,035) | (148,141) |
Shares, Outstanding, Ending Balance at Dec. 31, 2016 | 2,369,648 | |||
Net Loss | $ 0 | 0 | (80,033) | (80,033) |
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2017 | $ 2,370 | $ 13,554,524 | $ (13,785,068) | $ (228,174) |
Shares, Outstanding, Ending Balance at Dec. 31, 2017 | 2,369,648 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (80,033) | $ (181,727) |
Adjustments to Reconcile Loss to net Cash Used in Operating Activities: | ||
Accounts Payable - Related Party | 64,915 | 48,901 |
Trade Accounts Payable | 14,513 | 80,550 |
Changes in Operating Assets and Liabilities: | ||
Net Cash Used in Operating Activities | (605) | (52,276) |
Cash Flows From Investing Activities | ||
Notes Receivable | 0 | 25,000 |
Net Cash Provided by Provided by Investing Activities | 0 | 25,000 |
Cash Flows From Financing Activities | ||
Exercise of Stock Options | 0 | 100 |
Net Cash Provided by Financing Activities | 0 | 100 |
Net (Decrease) Increase in Cash | (605) | (27,176) |
Cash and Cash Equivalents at Beginning of Year | 605 | 27,781 |
Cash and Cash Equivalents at End of Year | 0 | 605 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | In comparison, at December 31, 2016, there were 2,048,774 stock options, 478,000 financing warrants and rights to purchase warrants to purchase 2,700,000 shares of the Company’s common stock outstanding 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. Effective January 2017, FASB issued ASU No. 2016-15 “Statement of Cash Flows” (Topic 230). This guidance clarifies diversity in practice on where in the Statement of Cash Flows to recognize certain transactions, including the classification of payment of contingent consideration for acquisitions between Financing and Operating activities. We are currently evaluating the impact that this amendment will have on our financial statements. On January 5, 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business” (Topic ASC 805), guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and remove the evaluation of whether a market participant could replace the missing elements. This ASU is effective for public business entities in annual periods beginning after December 15, 2017, including interim periods therein. We are currently evaluating the impact that this amendment will have on our financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation” (Topic 718) - Scope of Modification Accounting. This ASU clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This ASU is effective prospectively for the annual period ending December 31, 2018 and interim periods within that annual period. We are currently evaluating the impact that this amendment will have on our financial statements. |
NOTE 2 - RISKS AND UNCERTAINTIE
NOTE 2 - RISKS AND UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 2 - RISKS AND UNCERTAINTIES | 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 3 - NOTES RECEIVABLE
NOTE 3 - NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 3 - NOTES RECEIVABLE | NOTE 3 – 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. 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 4 - AMOUNTS OWED TO RELATE
NOTE 4 - AMOUNTS OWED TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 4 - AMOUNTS OWED TO RELATED PARTIES | NOTE 4 – AMOUNTS OWED TO RELATED PARTIES On June 21, 2016, a company affiliated with Gerard M. Jacobs, Chief Executive Officer of Acquired Sales, made a non-interest bearing loan of $4,000 to the Company, which is payable upon demand. At December 31, 2016, there are expense reimbursements owed to Gerard M. Jacobs totaling $9,684. In comparison, at December 31, 2015, there were expense reimbursements owed to Gerard M. Jacobs totaling $1,879. At December 31, 2016, there are independent contractor fees of $40,000 and expense reimbursements of $3,149 owed to William C. Jacobs totaling $43,149. In comparison, at December 31, 2015, there were independent contractor fees of $5,000 and expense reimbursements of $1,053 owed to William C. Jacobs totaling $6,053. |
NOTE 5 - SHAREHOLDERS' EQUITY
NOTE 5 - SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 5 - SHAREHOLDERS' EQUITY | On November 28, 2014, the Company’s Chief Executive Officer and Board of 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 Financing Warrants 31, 2016 and 478,000 of these financing warrants were outstanding at December 31, 2016. All of these financing warrants expired in 2017. |
NOTE 6 - INCOME TAXES
NOTE 6 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 6 - INCOME TAXES | As of December 31, 2017, 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, 2012 through 2016. 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, 2017 2016 Tax expenses (benefit) at statutory rate (34%) $ (27,211) $ (398,099) State tax benefit, net of federal benefit (2,641) (38,639) Non-deductible expenses 40 2,108 Revision of prior years' deferred tax assets 67,252 (27,828) Change in valuation allowance (37,439) 462,458 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, 2017 and 2016 were as follows: December 31, 2017 2016 Operating loss carry forwards $ 676,116 $ 713,555 Stock-based compensation 2,874,127 2,874,127 Other 233 233 Less: Valuation allowance (3,550,475) (3,587,915) Net Deferred Income Tax Asset $ - $ - The deferred tax asset valuation allowance decreased by $37,439 and increased by $69,118 during the years ended December 31, 2017 and 2016, respectively. |
NOTE 6 - CONTINGENT CONTRACTUAL
NOTE 6 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 6 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | 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, 2017. 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 | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 8 - SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On July 13, 2018, the Audit Committee, Compensation Committee, and full Board of Directors of AQSP approved by unanimous written consent borrowings by AQSP on the following terms: (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023. As of September 21, 2018, a total of $14,790.70 has been borrowed by AQSP on such terms. |
NOTE 1 - BASIS OF PRESENTATIO15
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Basis of Presentation | Basis of Presentation Previously, the Company was involved in selling software licenses and hardware, and the provision of consulting and maintenance services. Please refer to the Company’s past filings for information related to the acquisitions and sales of Defense & Security Technology Group, Inc. (“DSTG”) and Cogility Software Corporation (“Cogility”). The sale of Cogility and DSTG eliminated the Company’s sources of revenue. 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 | In comparison, at December 31, 2016, there were 2,048,774 stock options, 478,000 financing warrants and rights to purchase warrants to purchase 2,700,000 shares of the Company’s common stock outstanding 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. Effective January 2017, FASB issued ASU No. 2016-15 “Statement of Cash Flows” (Topic 230). This guidance clarifies diversity in practice on where in the Statement of Cash Flows to recognize certain transactions, including the classification of payment of contingent consideration for acquisitions between Financing and Operating activities. We are currently evaluating the impact that this amendment will have on our financial statements. On January 5, 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business” (Topic ASC 805), guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and remove the evaluation of whether a market participant could replace the missing elements. This ASU is effective for public business entities in annual periods beginning after December 15, 2017, including interim periods therein. We are currently evaluating the impact that this amendment will have on our financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation” (Topic 718) - Scope of Modification Accounting. This ASU clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This ASU is effective prospectively for the annual period ending December 31, 2018 and interim periods within that annual period. We are currently evaluating the impact that this amendment will have on our financial statements. |
NOTE 1 - BASIS OF PRESENTATIO16
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | For the Year Ended December 31, 2017 2016 Net Loss $ (80,033) $ (181,727) Weighted -Average Shares Outstanding 2,369,648 2,331,745 Basic and Diluted Earnings Loss per Share $ (0.03) $ (0.08) |
NOTE 5 - SHAREHOLDERS' EQUITY (
NOTE 5 - SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2017 and changes during the year then ended: Weighted-Average Weighted-Average Remaining Contractual Aggregate Intrinsic Shares Exercise Price (a) Term (Years) Value Outstanding, December 31, 2016 4,748,774 $ 1.59 Issued during period 0 Expired during period 690,000 $ 3.38 Outstanding, December 31, 2017 4,058,774 $ 1.29 5.59 $ 577,725 Exercisable, December 31, 2017 2,808,774 $ 1.04 4.96 $ 577,725 |
NOTE 6 - INCOME TAXES (Tables)
NOTE 6 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Tax expenses (benefit) at statutory rate (34%) $ (27,211) $ (398,099) State tax benefit, net of federal benefit (2,641) (38,639) Non-deductible expenses 40 2,108 Revision of prior years' deferred tax assets 67,252 (27,828) Change in valuation allowance (37,439) 462,458 Provision for Income Taxes $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2017 and 2016 were as follows: December 31, 2017 2016 Operating loss carry forwards $ 676,116 $ 713,555 Stock-based compensation 2,874,127 2,874,127 Other 233 233 Less: Valuation allowance (3,550,475) (3,587,915) Net Deferred Income Tax Asset $ - $ - |
NOTE 1 - BASIS OF PRESENTATIO19
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Details | |
Entity Incorporation, Date of Incorporation | Jan. 2, 1986 |
NOTE 1 - BASIS OF PRESENTATIO20
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, 2017 | Dec. 31, 2016 | |
Details | ||
Net Loss | $ (80,033) | $ (181,727) |
Basic and diluted weighted average number of common shares outstanding: | 2,369,648 | 2,331,745 |
Basic and Diluted Earnings Loss per Share | $ (0.03) | $ (0.08) |
NOTE 1 - BASIS OF PRESENTATIO21
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
stock options and warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,358,774 | 2,048,774 |
financing warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,700,000 | 478,000 |
NOTE 2 - RISKS AND UNCERTAINT22
NOTE 2 - RISKS AND UNCERTAINTIES (Details) - USD ($) | Sep. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Accumulated Deficit | $ (13,785,068) | $ (13,705,035) | |
Net Loss | (80,033) | (181,727) | |
Net Cash Used in Operating Activities | (605) | $ (52,276) | |
Note receivable | |||
Provision for Doubtful Accounts | $ 737,850 | 737,850 | |
Interest receivable | |||
Provision for Doubtful Accounts | $ 97,427 | $ 97,427 |
NOTE 3 - NOTES RECEIVABLE (Deta
NOTE 3 - NOTES RECEIVABLE (Details) - USD ($) | Jan. 05, 2016 | Dec. 31, 2015 | Sep. 01, 2015 | Jul. 14, 2014 | Jul. 31, 2015 | Dec. 31, 2017 | Oct. 09, 2015 |
Secured Promissory Note | Consultant | |||||||
Payments for Loans | $ 2,500 | ||||||
Secured Promissory Note | William Noyes Webster Foundation Inc | |||||||
Debt Instrument, Face Amount | 1,500,000 | ||||||
Payments to Acquire Notes Receivable | 602,500 | $ 135,350 | |||||
Payments for Loans | 600,000 | ||||||
Notes receivable | $ 737,850 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | ||||||
Secured Promissory Note | William Noyes Webster Foundation Inc | Unfunded Portion of Note | |||||||
Debt Instrument, Face Amount | $ 897,500 | ||||||
Secured Promissory Note | One-Seven LLC | |||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||
Proceeds from (Repayments of) Debt | $ 25,000 | ||||||
Receivable | $ 25,000 | ||||||
Debt Instrument, Maturity Date | Jan. 5, 2016 | ||||||
Note receivable | |||||||
Provision for Doubtful Accounts | $ 737,850 | $ 737,850 | |||||
Interest receivable | |||||||
Provision for Doubtful Accounts | $ 97,427 | $ 97,427 |
NOTE 4 - AMOUNTS OWED TO RELA24
NOTE 4 - AMOUNTS OWED TO RELATED PARTIES (Details) - USD ($) | Dec. 31, 2016 | Jun. 21, 2016 | Dec. 31, 2015 |
Gerard M. Jacobs | |||
Due to Other Related Parties, Current | $ 4,000 | ||
Due to Related Parties, Current | $ 9,684 | $ 1,879 | |
William C. Jacobs | |||
Due to Related Parties, Current | 43,149 | 6,053 | |
William C. Jacobs | Independent contractor fees | |||
Due to Related Parties, Current | 40,000 | 5,000 | |
William C. Jacobs | Expense reimbursements | |||
Due to Related Parties, Current | $ 3,149 | $ 1,053 |
NOTE 5 - SHAREHOLDERS' EQUITY25
NOTE 5 - SHAREHOLDERS' EQUITY (Details) - USD ($) | Mar. 31, 2016 | Jul. 20, 2015 | Nov. 28, 2014 | Dec. 31, 2012 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Warrant or Right, Outstanding | 478,000 | |||||
Warrants expired | 460,000 | |||||
Warrants issued | 938,000 | |||||
Warrant 1 | ||||||
Warrant description | 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. | |||||
Fair value assumption method used | Black-Scholes option pricing model | |||||
Fair value assumption volatility | 147.00% | |||||
Fair value assumption risk-free interest rate | 1.49% | |||||
Fair value assumption dividend yield | 0.00% | |||||
Fair value assumption expected term | 5 years | |||||
Warrant 3 | ||||||
Warrant description | 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. | |||||
Fair value assumption method used | Monte Carlo Simulation model | |||||
Fair value assumption volatility | 147.00% | |||||
Fair value assumption risk-free interest rate | 1.50% | |||||
Fair value assumption dividend yield | 0.00% | |||||
Fair value assumption expected term | 5 years | |||||
CEO and Directors | ||||||
Allocated Share-based Compensation Expense | $ 0 | $ 0 | ||||
Warrants expired | 1,350,000 | |||||
CEO and Directors | Warrant 1 | ||||||
Class of Warrant or Right, Outstanding | 1,350,000 | |||||
Investment Warrants, Exercise Price | $ 0.01 | |||||
Warrants and Rights Outstanding | $ 5,144,229 | |||||
CEO and Directors | Warrant 2 | ||||||
Class of Warrant or Right, Outstanding | 1,350,000 | |||||
Investment Warrants, Exercise Price | $ 1.85 | |||||
CEO and Directors | Warrant 3 | ||||||
Class of Warrant or Right, Outstanding | 1,350,000 | |||||
Warrants and Rights Outstanding | $ 2,536,472 |
NOTE 5 - SHAREHOLDERS' EQUITY_
NOTE 5 - SHAREHOLDERS' EQUITY: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Shares, outstanding | 4,058,774 | 4,748,774 |
Weighted Average Exercise Price | $ 1.29 | $ 1.59 |
Shares, issued | 0 | |
Shares, expired | 690,000 | |
Exercise price, expired | $ 3.38 | |
Weighted Average Remaining Contractual Term | 5 years 7 months 2 days | |
Aggregate Intrinsic Value | $ 577,725 | |
Shares, exercisable | 2,808,774 | |
Exercise price, exercisable | $ 1.04 | |
Contractual Term, exercisable | 4 years 11 months 15 days | |
Intrinsic value, exercisable | $ 577,725 |
NOTE 6 - INCOME TAXES (Details)
NOTE 6 - INCOME TAXES (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Details | |
Operating Loss Carryforwards, Limitations on Use | U.S. Federal net operating loss carry forwards of $1,987,940 that will expire in 2030 through 2037 |
Operating Loss Carryforwards | $ 1,987,940 |
NOTE 6 - INCOME TAXES_ Schedule
NOTE 6 - INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Tax expenses (benefit) at statutory rate (34%) | $ (27,211) | $ (398,099) |
State tax benefit, net of federal benefit | (2,641) | (38,639) |
Non-deductible expenses | 40 | 2,108 |
Revision of prior years' deferred tax assets | 67,252 | (27,828) |
Change in valuation allowance | (37,439) | 462,458 |
Provision for Income Taxes | $ 0 | $ 0 |
NOTE 6 - INCOME TAXES_ Schedu29
NOTE 6 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Exercise price, exercisable | $ 676,116 | $ 713,555 |
Stock-based compensation | 2,874,127 | 2,874,127 |
Exercise price, exercisable | 233 | 233 |
Less: Valuation allowance | (3,550,475) | (3,587,915) |
Net Deferred Income Tax Asset | $ 0 | $ 0 |
NOTE 6 - CONTINGENT CONTRACTU30
NOTE 6 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details) - USD ($) | Sep. 30, 2015 | Jul. 20, 2014 |
MVJ Realty, LLC | ||
Debt Instrument, Face Amount | $ 23,000 | |
Debt instrument Use of Proceeds | $ 23,000 | |
Loan increase | $ 23,000 | |
First tranche | ||
Commitments under agreements | 5% of the first $1,000,000 of the aggregate principal amount of such loans | |
Second tranche | ||
Commitments under agreements | 4% of the second $1,000,000 of the aggregate principal amount of such loans | |
Third tranche | ||
Commitments under agreements | 3% of the third $1,000,000 of the aggregate principal amount of such loans | |
Fourth tranche | ||
Commitments under agreements | 2% of the fourth $1,000,000 of the aggregate principal amount of such loans | |
Aggregate principal | ||
Commitments under agreements | 1% of the aggregate principal amount of such loans that are in excess of $4,000,000 |
NOTE 8 - SUBSEQUENT EVENTS (Det
NOTE 8 - SUBSEQUENT EVENTS (Details) - UCC filings - Subsequent Event - USD ($) | Jul. 13, 2018 | Sep. 14, 2018 |
Debt instrument Use of Proceeds | (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023. | |
Long-term Debt, Gross | $ 14,790.70 |