Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 07, 2018 | |
Details | ||
Registrant Name | Acquired Sales Corp. | |
Registrant CIK | 1,391,135 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | aqsp | |
Tax Identification Number (TIN) | 870,479,286 | |
Number of common stock shares outstanding | 2,369,648 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Small Business | true | |
Emerging Growth Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
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 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||
Total Assets | $ 0 | $ 0 |
Accounts Payable - Related Party | ||
Accounts Payable - Related Party - Payable to William C. Jacobs | 149,077 | 103,907 |
Accounts Payable - Related Party - Payable to Gerard M. Jacobs | 18,746 | 13,841 |
Accounts Payable - Related Party - Payable to Other Related Party | 4,000 | 4,000 |
Accounts Payable - Related Party | 171,823 | 121,748 |
Notes Payable Related Party Abstract | ||
Notes Payable - Payable to Joshua A. Bloom | 10,025 | 0 |
Notes Payable - Payable to Gerard M. Jacobs | 4,766 | 0 |
Accounts Payable - Related Party - Payable to Other Related Party | 14,791 | 0 |
Interest Payable Related Party Abstract | ||
Interest - Payable to Joshua A. Bloom | 322 | 0 |
Interest - Payable to Gerard M. Jacobs | 149 | 0 |
Interest Payable Related Party | 471 | 0 |
Trade Accounts Payable | 110,315 | 106,426 |
Total Current Liabilities | 297,400 | 228,174 |
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 shares outstanding | 2,370 | 2,370 |
Additional Paid-in Capital | 13,631,574 | 13,554,524 |
Accumulated Deficit | (13,931,344) | (13,785,068) |
Total Shareholders' Equity (Deficit) | (297,400) | (228,174) |
Total Liabilities and Shareholders' Equity | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS - Pare
CONDENSED BALANCE SHEETS - Parenthetical - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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 | 2,369,648 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Selling, General and Administrative Expense | $ (16,549) | $ (15,913) | $ (50,123) | $ (49,246) |
Stock Compensation Expense | 0 | 0 | (72,500) | 0 |
Professional Fees | (13,237) | (2,299) | (18,632) | (12,794) |
Interest Expense | (5,021) | 0 | (5,021) | 0 |
Net Loss | $ (34,807) | $ (18,212) | $ (146,276) | $ (62,040) |
Basic and Diluted Earnings Loss per Share | $ (0.01) | $ (0.01) | $ (0.06) | $ (0.03) |
Basic and diluted weighted average number of common shares outstanding: | 2,369,648 | 2,369,648 | 2,369,648 | 2,369,648 |
CONDENSED STATEMENTS OF SHAREHO
CONDENSED 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, 2016 | $ 2,370 | $ 13,554,524 | $ (13,705,035) | $ (148,141) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2016 | 2,369,648 | |||
Net Loss | $ 0 | 0 | (62,040) | (62,040) |
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2017 | $ 2,370 | 13,554,524 | (13,767,075) | (210,181) |
Shares, Outstanding, Ending Balance at Sep. 30, 2017 | 2,369,648 | |||
Stock Compensation Expense | 0 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2017 | $ 2,370 | 13,554,524 | (13,785,068) | (228,174) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2017 | 2,369,648 | |||
Net Loss | $ 0 | 0 | (146,276) | (146,276) |
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2018 | $ 2,370 | 13,631,574 | (13,931,344) | (297,400) |
Shares, Outstanding, Ending Balance at Sep. 30, 2018 | 2,369,648 | |||
Stock Compensation Expense | 72,500 | 72,500 | ||
Issuance of warrants to purchase common stock | $ 0 | $ 4,550 | $ 0 | $ 4,550 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (146,276) | $ (62,040) |
Adjustments to Reconcile Loss to net Cash Used in Operating Activities: | ||
Stock Compensation Expense | 72,500 | 0 |
Financing Cost - Issuance of Warrants to Purchase Common Stock | 4,550 | 0 |
Accounts Payable to Related Parties | 50,075 | 49,140 |
Trade Accounts Payable | 3,889 | 12,295 |
Financing Cost - Proceeds From Borrowing Under Notes Payable to Related Parties | 14,791 | 0 |
Financing Cost - Interest Payable to Related Parties | 471 | 0 |
Changes in Operating Assets and Liabilities: | ||
Net Cash Used in Operating Activities | 0 | (605) |
Net Decrease in Cash | 0 | (605) |
Cash and Cash Equivalents at Beginning of Period | 0 | 605 |
Cash and Cash Equivalents at End of Period | 0 | 0 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
NOTE 1 - DESCRIPTION OF THE BUS
NOTE 1 - DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP. | 9 Months Ended |
Sep. 30, 2018 | |
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. The Company currently is a shell corporation and does not have any business or any sources of revenue. The Company wants to acquire all or a portion of one or more operating businesses. The Company is willing to consider acquisitions in any industry, but management of the Company currently is devoting a significant amount of time and effort exploring potential acquisitions of all or a portion of one or more operating businesses involving the manufacture and sale of cannabidiol (CBD)- infused products such as beverages, muscle/joint rubs, oils, crystals, tinctures, vape e-juice, bath bombs, isolate, relief balms, elixirs, body washes, med sticks, lotions, vape pens and cartridges, shatter, and gummies. In order to consummate a particular acquisition(s), management of the Company is open-minded to the concept of also acquiring all or a portion of one or more operating businesses and/or assets that are related to such CBD-infused products businesses, for example operating businesses and/or assets involving distilled spirits, hemp, cannabis, tetrahydrocannabinol (THC)-infused products, and real estate. |
NOTE 2 - BASIS OF PRESENTATION
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
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 For the Three Months For the Nine Months Ended Ended September 30, September 30, 2018 2017 2018 2017 Net Loss $ (34,807) $ (18,212) $ (146,276) $ (62,040) Weighted -Average Shares Outstanding 2,369,648 2,369,648 2,369,648 2,369,648 Basic and Diluted Earnings Loss per Share $ (0.01) $ (0.01) $ (0.06) $ (0.03) At September 30, 2018, there were 4,181,415 stock options and warrants, and 17,500 financing warrants outstanding that were Acquired Sales Corp. Notes to the Condensed Financial Statements (Unaudited) excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. In comparison, at September 30, 2017, there were 4,058,774 stock options and warrants, and 70,000 financing warrants outstanding that were excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. Recent Accounting Pronouncements 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. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, which is intended to improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. Under the new standard, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when conditions necessary to earn the right to benefit from the instruments have been satisfied. These equity-classified non-employee share-based payment awards are measured at the grant date. Consistent with the accounting for employee share-based payment awards, an entity considers the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. The new standard also eliminates the requirement to reassess classification of such awards upon vesting. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. We are currently evaluating the impact that this amendment will have on our financial statements. |
NOTE 3 - RISKS AND UNCERTAINTIE
NOTE 3 - RISKS AND UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 3 - RISKS AND UNCERTAINTIES | NOTE 3 – RISKS AND UNCERTAINTIES Going Concern – The Company currently is a shell corporation and does not have any business or any sources of revenue. 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 Acquired Sales Corp. Notes to the Condensed Financial Statements (Unaudited) 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 |
NOTE 4 - NOTES RECEIVABLE
NOTE 4 - NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2018 | |
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 expertise to the Foundation; and (2) Heatley agreed that Heatley shall not, and shall not permit the Foundation to, discuss or negotiate for debt or equity financing, or consulting services or other expertise, from any third party. The Company claims that Heatley violated the Teaming Agreement by discussing and negotiating for debt or equity financing, or consulting services or other expertise, from at least one third party. Heatley claims that the Company violated the Teaming Agreement alleging that the Company failed to lend funds to the Foundation in accordance with the Teaming Agreement. The Company believes Heatley's claim to be baseless. No assurances whatsoever can be made that Heatley will comply with the terms of the Teaming Agreement, nor that the Company will be able to adequately enforce the terms of the Teaming Agreement if it is ever the subject of litigation. Promissory Note 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 Acquired Sales Corp. Notes to the Condensed Financial Statements (Unaudited) 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 - AMOUNTS OWED TO RELATE
NOTE 5 - AMOUNTS OWED TO RELATED PARTIES | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 5 - AMOUNTS OWED TO RELATED PARTIES | NOTE 5 – 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 September 30, 2018, there are expense reimbursements owed to Gerard M. Jacobs totaling $18,746. In comparison, at September 30, 2017, there were expense reimbursements owed to Gerard M. Jacobs totaling $13,066. At September 30, 2018, there are independent contractor fees of $145,000 and expense reimbursements of $4,077 owed to William C. Jacobs totaling $149,077. In comparison, at September 30, 2017, there were independent contractor fees of $85,000 and expense reimbursements of $3,907 owed to William C. Jacobs totaling $88,907. Financing Warrants |
NOTE 6 - SHAREHOLDERS' EQUITY
NOTE 6 - SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 6 - SHAREHOLDERS' EQUITY | Summary of Stock Option and Warrant Activity Weighted-Average Aggregate Weighted-Average Remaining Contractual Intrinsic Shares Exercise Price (a) Term (Years) Value Outstanding, December 31, 2017 4,058,774 $ 1.29 5.59 $ 577,725 Issued During Period 250,000 Expired During Period 127,359 Outstanding, September 30, 2018 4,181,415 $ 1.19 5.08 $ 422,725 Exercisable, September 30, 2018 2,931,415 $ 0.91 5.00 $ 422,725 Note: (a) Shares Issued During Period 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. |
NOTE 7 - CONTINGENT CONTRACTUAL
NOTE 7 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 7 - 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: Acquired Sales Corp. Notes to the Condensed Financial Statements (Unaudited) 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, 2018. 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, 2018 | |
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. During the quarter ended September 30, 2018, $14,791 was borrowed on these terms. Following the end of the period ended September 30, 2018, a total of $6,000 has been borrowed by AQSP on such terms. |
NOTE 2 - BASIS OF PRESENTATIO_2
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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 For the Three Months For the Nine Months Ended Ended September 30, September 30, 2018 2017 2018 2017 Net Loss $ (34,807) $ (18,212) $ (146,276) $ (62,040) Weighted -Average Shares Outstanding 2,369,648 2,369,648 2,369,648 2,369,648 Basic and Diluted Earnings Loss per Share $ (0.01) $ (0.01) $ (0.06) $ (0.03) At September 30, 2018, there were 4,181,415 stock options and warrants, and 17,500 financing warrants outstanding that were Acquired Sales Corp. Notes to the Condensed Financial Statements (Unaudited) excluded from the computation of diluted earnings loss per share because their effects would have been anti-dilutive. In comparison, at September 30, 2017, there were 4,058,774 stock options and warrants, and 70,000 financing warrants 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 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. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, which is intended to improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. Under the new standard, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when conditions necessary to earn the right to benefit from the instruments have been satisfied. These equity-classified non-employee share-based payment awards are measured at the grant date. Consistent with the accounting for employee share-based payment awards, an entity considers the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. The new standard also eliminates the requirement to reassess classification of such awards upon vesting. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. We are currently evaluating the impact that this amendment will have on our financial statements. |
NOTE 2 - BASIS OF PRESENTATIO_3
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | For the Three Months For the Nine Months Ended Ended September 30, September 30, 2018 2017 2018 2017 Net Loss $ (34,807) $ (18,212) $ (146,276) $ (62,040) Weighted -Average Shares Outstanding 2,369,648 2,369,648 2,369,648 2,369,648 Basic and Diluted Earnings Loss per Share $ (0.01) $ (0.01) $ (0.06) $ (0.03) |
NOTE 6 - SHAREHOLDERS' EQUITY (
NOTE 6 - SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the Company’s stock option and warrant activity as of September 30, 2018 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, 2017 4,058,774 $ 1.29 5.59 $ 577,725 Issued During Period 250,000 Expired During Period 127,359 Outstanding, September 30, 2018 4,181,415 $ 1.19 5.08 $ 422,725 Exercisable, September 30, 2018 2,931,415 $ 0.91 5.00 $ 422,725 |
NOTE 1 - DESCRIPTION OF THE B_2
NOTE 1 - DESCRIPTION OF THE BUSINESS OF ACQUIRED SALES CORP. (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Details | |
Entity Incorporation, Date of Incorporation | Jan. 2, 1986 |
NOTE 2 - BASIS OF PRESENTATIO_4
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Net Loss | $ (34,807) | $ (18,212) | $ (146,276) | $ (62,040) |
Basic and diluted weighted average number of common shares outstanding: | 2,369,648 | 2,369,648 | 2,369,648 | 2,369,648 |
Basic and Diluted Earnings Loss per Share | $ (0.01) | $ (0.01) | $ (0.06) | $ (0.03) |
NOTE 2 - BASIS OF PRESENTATIO_5
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
stock options and warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,181,415 | 4,058,774 |
Financing warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,500 | 70,000 |
NOTE 3 - RISKS AND UNCERTAINT_2
NOTE 3 - RISKS AND UNCERTAINTIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Details | |||||
Accumulated Deficit | $ (13,931,344) | $ (13,931,344) | $ (13,785,068) | ||
Net Loss | $ (34,807) | $ (18,212) | (146,276) | $ (62,040) | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | $ (19,341) | $ (605) |
NOTE 4 - NOTES RECEIVABLE (Deta
NOTE 4 - NOTES RECEIVABLE (Details) - USD ($) | Dec. 31, 2015 | Sep. 01, 2015 | Jul. 14, 2014 | Jul. 31, 2015 | 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 | ||||
Note receivable | |||||
Provision for Doubtful Accounts | $ 737,850 | ||||
Interest receivable | |||||
Provision for Doubtful Accounts | $ 97,427 |
NOTE 5 - AMOUNTS OWED TO RELA_2
NOTE 5 - AMOUNTS OWED TO RELATED PARTIES (Details) - USD ($) | Jul. 13, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 21, 2016 |
Issuance of warrants to purchase common stock | $ 4,550 | |||
Financing warrants | ||||
Debt Instrument, Payment Terms | (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023. | |||
Long-term Debt, Gross | 14,791 | |||
Gerard M. Jacobs | ||||
Due to Other Related Parties, Current | $ 4,000 | |||
Due to Related Parties, Current | $ 18,746 | $ 13,066 | ||
Gerard M. Jacobs | Warrant 1 | ||||
Warrants issued | 5,000 | |||
Issuance of warrants to purchase common stock | $ 1,300 | |||
William C. Jacobs | ||||
Due to Related Parties, Current | 88,907 | |||
William C. Jacobs | Independent contractor fees | ||||
Due to Related Parties, Current | 145,000 | 85,000 | ||
William C. Jacobs | Expense reimbursements | ||||
Due to Related Parties, Current | $ 4,077 | $ 3,907 | ||
Joshua A. Bloom | Warrant 1 | ||||
Warrants issued | 12,500 | |||
Issuance of warrants to purchase common stock | $ 3,250 |
NOTE 6 - SHAREHOLDERS' EQUITY_
NOTE 6 - SHAREHOLDERS' EQUITY: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2018 |
Details | ||
Shares, outstanding | 4,058,774 | 4,181,415 |
Weighted Average Exercise Price | $ 1.29 | $ 1.19 |
Weighted Average Remaining Contractual Term | 5 years 7 months 2 days | 5 years 29 days |
Aggregate Intrinsic Value | $ 577,725 | $ 422,725 |
Shares, issued | 250,000 | |
Shares, expired | 127,359 | |
Shares, exercisable | 2,931,415 | |
Exercise price, exercisable | $ 0.91 | |
Contractual Term, exercisable | 5 years | |
Intrinsic value, exercisable | $ 422,725 |
NOTE 6 - SHAREHOLDERS' EQUITY_2
NOTE 6 - SHAREHOLDERS' EQUITY (Details) - USD ($) | Apr. 01, 2018 | Sep. 30, 2011 |
Cogility | ||
Shares granted | 100,000 | |
Shares granted price | $ 0.001 | |
Share values, granted | $ 100 | |
Miss Mimi | ||
Shares granted | 100,000 | |
Share values, granted | $ 100 | |
Director | Warrant 1 | Common Stock | ||
Share Price | $ 2 | |
Class of Warrant or Right, Outstanding | 250,000 | |
Investment Warrants, Exercise Price | $ 0.01 |
NOTE 7 - CONTINGENT CONTRACTU_2
NOTE 7 - CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS (Details) - USD ($) | Sep. 30, 2015 | Aug. 31, 2015 | Jul. 20, 2014 |
MVJ Realty, LLC | |||
Debt Instrument, Face Amount | $ 23,000 | ||
Loan increase | $ 23,000 | ||
Repayments of Debt | $ 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 | Oct. 31, 2018 | Sep. 30, 2018 |
Debt Instrument, Payment Terms | (1) proceeds of the borrowings will be used to pay professional fees owed to our outside auditors, our stock transfer agent, and our securities counsel, and to pay other obligations of AQSP; (2) the borrowings will be evidenced by promissory notes of AQSP, accruing interest at the rate of 15% annually; (3) the notes will be jointly secured by a first lien security interest in all of the assets of AQSP, pursuant to a security agreement signed by AQSP in favor of the lenders, UCC filings in favor of the lenders, and a pledge to the lenders of the note payable by the William Noyes Webster Foundation Inc. to AQSP; (4) the notes shall be due and payable upon demand by the lenders delivered to AQSP; and (5) for each $1,000 loaned by AQSP on these terms, the lender of such $1,000 shall receive warrants to purchase 1,250 shares of common stock of AQSP, at an exercise price of $0.03 per share, exercisable at the discretion of such lender any time on or before July 16, 2023. | ||
Long-term Debt, Gross | $ 14,791 | ||
Loan increase | $ 6,000 |