Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 12, 2019 | Jun. 30, 2018 | |
Document and Entity Information: | |||
Registrant Name | ACQUIRED SALES CORP. | ||
Registrant CIK | 0001391135 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2018 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | aqsp | ||
Tax Identification Number (TIN) | 870479286 | ||
Number of common stock shares outstanding | 2,369,648 | ||
Public Float | $ 314,633 | ||
Filer Category | Non-accelerated Filer | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Small Business | true | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Emerging Growth Company | false | ||
Ex Transition Period | false | ||
Entity Shell Company | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2018 | ||
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 | 60045 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Total Assets | $ 0 | $ 0 |
Accounts Payable - Related Party | ||
Accounts Payable - Related Party - Payable to William C. Jacobs | 164,417 | 103,907 |
Accounts Payable - Related Party - Payable to Gerard M. Jacobs | 24,583 | 13,841 |
Accounts Payable - Related Party - Payable to Other Related Party | 4,000 | 4,000 |
Accounts Payable - Related Party | 193,000 | 121,748 |
Notes Payable - Payable to Joshua A. Bloom | 20,025 | 0 |
Notes Payable - Payable to Gerard M. Jacobs | 10,766 | 0 |
Notes Payable - Related Party | 30,791 | 0 |
Interest - Payable to Joshua A. Bloom | 914 | 0 |
Interest - Payable to Gerard M. Jacobs | 467 | 0 |
Interest Payable - Related Party | 1,381 | 0 |
Trade Accounts Payable | 113,450 | 106,426 |
Total Current Liabilities | 338,622 | 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, respectively | 2,370 | 2,370 |
Additional paid-in capital | 13,664,697 | 13,554,524 |
Accumulated Deficit | (14,005,689) | (13,785,068) |
Total Shareholders' Equity (Deficit) | (338,622) | (228,174) |
Total Liabilities and Shareholders' Equity | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par or stated value | $ 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 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares outstanding | 2,369,648 | 2,369,648 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Selling, General and Administrative Expense | $ (71,299) | $ (65,021) |
Stock Compensation Expense | 72,500 | 0 |
Professional Fees | (37,767) | (15,012) |
Interest Expense | (39,055) | 0 |
Provision for Income Taxes | 0 | 0 |
Net Loss | $ (220,621) | $ (80,033) |
Basic and Diluted Earnings (Loss) per Share | $ (0.09) | $ (0.03) |
Basic and diluted weighted average number of common shares outstanding: | 2,369,648 | 2,369,648 |
STATEMENTS OF SHAREHOLDERS' EQU
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings / 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 | |||
Stock Compensation Expense | 0 | |||
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 | |||
Stock Compensation Expense | 72,500 | 72,500 | ||
Issuance of warrants to purchase common stock | 37,673 | 37,673 | ||
Net Loss | $ 0 | 0 | (220,621) | (220,621) |
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2018 | $ 2,370 | $ 13,664,697 | $ (14,005,689) | $ (338,622) |
Shares, Outstanding, Ending Balance at Dec. 31, 2018 | 2,369,648 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (220,621) | $ (80,033) |
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 | 37,673 | 0 |
Changes in Operating Assets and Liabilities: | ||
Accounts Payable to Related Parties | 71,251 | 64,915 |
Trade Accounts Payable | 7,025 | 14,513 |
Net Cash Used in Operating Activities | (32,172) | (605) |
Cash Flows From Financing Activities | ||
Financing Cost - Proceeds From Borrowing Under Notes Payable to Related Parties | 30,791 | 0 |
Financing Cost - Interest Payable to Related Parties | 1,381 | 0 |
Net Cash Provided by Financing Activities | 32,172 | 0 |
Net Decrease in Cash | 0 | (605) |
Cash and Cash Equivalents at Beginning of Year | 0 | 605 |
Cash and Cash Equivalents at End of Year | 0 | 0 |
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, 2018 | |
Disclosure Text Block [Abstract] | |
Note 1 - Basis of Presentation and Significant Accounting Policies | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company currently is a shell corporation and does not currently have any business or any sources of revenue. The Company wants to acquire all or a portion of one or more operating businesses. Management of the Company currently is exclusively 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, bath bombs, isolate, relief balms, elixirs, body washes, med sticks, lotions, vape pens and cartridges, shatter, and gummies (a “CBD-Infused Products Company”). In order to consummate a particular acquisition of a CBD-Infused Products Company, 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 Company, for example operating businesses and/or assets involving distilled spirits, beer, wine, hemp, paraphernalia, cannabis, tetrahydrocannabinol (THC)-infused products, and real estate. Execution of Stock Purchase Agreement to Purchase up to 19.99% of CBD-Infused Beverage Maker Ablis, and of Craft Distillers Bendistillery and Bend Spirits On February 27, 2019, the Company signed a Stock Purchase Agreement to purchase up to 19.99% of the common stock of CBD-infused beverage maker Ablis Inc. (formerly Ablis LLC) (www.AblisBev.com), and of craft distillers Bendistillery Inc. d/b/a Crater Lake Spirits (www.CraterLakeSpirits.com) and Bend Spirits, Inc. (www.Bendistillery.com), Bend, Oregon, for a total of $7,596,200 in cash. Founded in 1996, Bendistillery is America's most award winning craft distillery, with an outstanding reputation for producing Crater Lake Spirits brands including vodkas, gins, whiskeys, and white label brands offered through Bend Spirits. Ablis is a rapidly growing leader in the exciting CBD-infused beverage industry. Ablis' all-natural, shelf-stable, GMO-free, non-alcoholic, lemon ginger, cranberry blood orange, and 0 calorie lemon water beverages target the mainstream health market and contain no THC. Ablis also manufactures and sells CBD-infused rubs, oils and crystals. Ablis' beverages are now being distributed in 11 states, online throughout the country, Puerto Rico and Guam. Also, Ablis has recently received state approval to co-brand with a local brewery in Bend to produce Oregon's first hemp CBD-infused draft beer. Closing of the purchase is subject to a number of conditions, including the completion of mutually acceptable due diligence, completion of a capital raise, execution of definitive documentation, obtaining necessary third party approvals, and completion of all necessary securities filings. The Company expects to close the purchase in tranches, starting with a first tranche purchase of 4.99% of the common stock of each of Ablis, Bendistillery and Bend Spirits for an aggregate purchase price of $1,896,200. The Company has raised sufficient capital through the sale of convertible preferred stock to allow the Company to close this first tranche purchase, and this first tranche purchase is expected to close during March 2019. Following the expected closing of this first tranche purchase of 4.99% of the common stock of each of Ablis, Bendistillery and Bend Spirits, the Company desires to purchase up to an additional 15% of the common stock of each of Ablis, Bendistillery and Bend Spirits under the Stock Purchase Agreement, but doing so will only be possible if the Company closes on the sale of additional preferred stock or otherwise raises capital, and receives approval to do so from the Oregon Liquor Control Commission. The stock purchase will make capital available for expanded off-line and online advertising, additional staff and equipment, and repayment of debt, for Bendistillery, Bend Spirits, and Ablis. The management teams of Ablis, Bendistillery and Bend Spirits will continue to lead their respective companies following the closing of the transaction. Gerard M. Jacobs, CEO of the Company, will join the board of directors of each of the companies, and William C. Jacobs, CFO of the Company, will be paid quarterly by the companies in regard to financial oversight of the companies. Use of Estimates Cash and Cash Equivalents Fair Value of Financial Instruments Accounting Standards Codification (ASC) 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: Level 1 – Level 2 – Level 3 – Income Taxes Basic and Diluted Earnings (Loss) Per Common Share For the Year Ended December 31, 2018 2017 Net Loss $ (220,621) $ (80,033) Weighted-Average Shares Outstanding 2,369,648 2,369,648 Basic and Diluted Earnings Loss per Share $ (0.09) $ (0.03) At December 31, 2018, there were outstanding options to purchase 1,186,132 shares of common stock at between $0.001 and $0.60 per share, (b) rights to purchase warrants to purchase 2,950,000 shares of common stock at between $0.01 and $1.85 per share, and (c) financing warrants to purchase 37,500 shares of common stock at $0.03. As of the date of this report, none of these outstanding options, rights to purchase warrants or financing warrants have been exercised into shares of common stock. However, all of them may be exercised at any time in the sole discretion of the holder except for the rights to purchase warrants to purchase 1.25 million shares of our commons stock, are not exercisable until a performance contingency is met. In comparison, at December 31, 2017, there were 1,358,774 stock options 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 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. Off Balance Sheet Arrangements |
Note 2 - Risks and Uncertaintie
Note 2 - Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 2 - Risks and Uncertainties | NOTE 2 - 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 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, 2018 | |
Disclosure Text Block [Abstract] | |
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 |
Note 4 - Amounts Owed to Relate
Note 4 - Amounts Owed to Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
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, 2018, there are expense reimbursements owed to Gerard M. Jacobs totaling $24,583. In comparison, at December 31, 2017, there were expense reimbursements owed to Gerard M. Jacobs totaling $13,841. At December 31, 2018, there are independent contractor fees of $160,000 and expense reimbursements of $4,417 owed to William C. Jacobs totaling $164,417. In comparison, at December 31, 2017, there were independent contractor fees of $100,000 and expense reimbursements of $3,907 owed to William C. Jacobs totaling $103,907. William C. Jacobs is the son of Gerard M. Jacobs, Chief Executive Officer of Acquired Sales, and the nephew of director James S. Jacobs. Financing Warrants As of December 31, 2018, a total of $30,791 has been borrowed by AQSP on such terms, and warrants to purchase 25,000 shares of common stock of AQSP have been issued to Joshua A. Bloom and warrants to purchase 12,500 shares of common stock of AQSP have been issued to Gerard M. Jacobs. The warrants to purchase common stock that were issued to Joshua A. Bloom and Gerard M. Jacobs on July 16, 2018 and July 18, 2018 were valued using the Black-Scholes valuation model as of the date they were issued. The values of these warrants were fully expensed because the notes are payable upon demand. The expense recognized related to the issuance of the warrants to Joshua A. Bloom on July 16, 2018 was $3,250. Gerard M. Jacobs’ warrants were issued to him on July 18, 2018, and the expense recognized related to the issuance of these warrants was $1,300. The warrants to purchase common stock that were issued to Gerard M. Jacobs on November 8, 2018, and to Joshua A. Bloom on November 12, 2018, were valued using the Black-Scholes valuation model, which incorporated the following assumptions: expected future stock volatility 465%; risk-free interest rates of 2.98% and 2.94%, respectively; dividend yield of 0% and an expected terms of 2.38 years and 2.37 years, respectively. The expected future stock volatility was based on the volatility of Acquired Sales Corp.’s historical stock prices. The risk-free interest rate was based on the U.S. Federal treasury rate for instruments due over the expected term of the warrants. The expected term of each warrant was based on the midpoint between the date the warrant vests and the contractual term of the warrant. The values of the warrants were fully expensed as of the date of issuance because they are payable upon demand. The expense recognized related to the issuance of the warrants to Gerard M. Jacobs on November 8, 2018 was $11,250. The expense recognized related to the issuance of the warrants to Joshua A. Bloom on November 12, 2018 was $21,874. |
Note 5 - Shareholders' Equity
Note 5 - Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 5 - Shareholders' Equity | NOTE 5 – SHAREHOLDERS’ EQUITY Share-Based Compensation The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2018 and changes during the year then ended: Shares Weighted-Average Exercise Price (a) Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 4,058,774 $ 1.29 5.59 $ 577,725 Rights to Purchase Warrants Issued During Period 250,000 Financing Warrants Issued During Period 37,500 Options Expired During Period 172,642 Options, Rights to Purchase Warrants and Financing Warrants Outstanding, December 31, 2018 4,173,632 $ 1.16 4.95 $ 2,410,100 Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding, December 31, 2018 2,923,632 $ 0.87 4.93 $ 2,410,100 Note: (a) The Weighted-Average Exercise Price column excludes those warrants that have an exercise price for the common stock priced at the Capital Raise Price Per Share. Rights to Purchase Warrants Issued During Period total stock compensation expense of $72,500 related to these rights to purchase warrants; this consists of $11,600 of stock compensation for the rights to purchase warrants issued to James S. Jacobs, and $60,900 of stock compensation for the rights to purchase warrants issued to William C. Jacobs. On October 1, 2018, William C. Jacobs assigned rights to purchase warrants to purchase 10,000 shares of common stock to a separate entity. |
Note 6 - Income Taxes
Note 6 - Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 6 - Income Taxes | NOTE 6 – INCOME TAXES On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act reduced the U.S. federal statutory tax rate, broadened the corporate tax base through the elimination or reduction of deductions, exclusions, and credits, limited the ability of U.S. corporations to deduct interest expense, and transitioned to a territorial tax system which allows for the repatriation of foreign earnings to the U.S. with a 100% federal dividends received deduction prospectively. In addition, the Tax Act required a one-time transitional tax on foreign cash equivalents and previously unremitted earnings. Several of the new provisions enacted as part of the Tax Act require clarification and guidance from the U.S. Internal Revenue Service (“IRS”) and Treasury Department. These or other changes in U.S. tax laws could impact our profits, effective tax rate, and cash flows. During the years ended December 31, 2018 and 2017, the Company did not incur any current tax on its continuing operations and there was no deferred tax provision or benefit from continuing operations. At December 31, 2018, the Company has U.S. Federal net operating loss carry forwards of $2,115,050 that will expire in 2030 through 2034 if not used by those dates. As of December 31, 2018, 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, 2013 through 2017. 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, 2018 2017 Tax expenses (benefit) at statutory rate (21%) $ (46,330) $ (27,211) State tax benefit, net of federal benefit $ - (2,641) Non-deductible expenses $ 276 40 Revision of prior years' deferred tax assets $ (30,034) 67,252 Change in valuation allowance $ (1,488,585) (37,439) 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, 2018 and 2017 were as follows: December 31, 2018 2017 Operating loss carry forwards $ 428,393 $ 676,116 Stock-based compensation 1,633,366 2,874,127 Other 131 233 Less: Valuation allowance (2,061,891) (3,550,475) Net Deferred Income Tax Asset $ - $ - The deferred tax asset valuation allowance decreased by $1,488,585 and $37,439 during the years ended December 31, 2018 and 2017, respectively. |
Note 7 - Contingent Contractual
Note 7 - Contingent Contractual Obligations and Commercial Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Note 7 - Contingent Contractual Obligations and Commercial Commitments | NOTE 7 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS The Board of Directors of the Company has committed to pay compensation to Gerard M. Jacobs, our Chief Executive Officer, as an inducement to him to introduce attractive acquisitions to the Company. The amount of the compensation will be 10% of the consideration paid by the Company to acquire equity ownership interests in target companies. The timing and structure of such compensation is currently expected to be determined pursuant to negotiations to be held between Gerard M. Jacobs and the chairman of the Compensation Committee of the Board of Directors. |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Note 8 - Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS Additional Borrowings in Exchange for Notes, Accrued Interest and Financing Warrants 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 year ended December 31, 2018, $30,791 was borrowed on these terms. Following the end of the period ended December 31, 2018, a total of $14,772 has been borrowed by AQSP on such terms. Signing of a Definitive Stock Purchase Agreement with Ablis, Bendistillery and Bend Spirits On February 27, 2019, the Company signed a definitive Stock Purchase Agreement (the "SPA") with Ablis, Bendistillery, Bend Spirits, Bendis Homes Pinehurst, LLC, James A. Bendis, Alan T. Dietrich, Gerard M. Jacobs and William C. "Jake" Jacobs to purchase 4.99% of the common stock of Ablis for $399,200 in cash, to purchase 4.99% of the common stock of Bendistillery for $1,347,300 in cash, and to purchase 4.99% of the common stock of Bend Spirits for $149,700 in cash. The purchases are expected to close during March 2019. Under the SPA the Company will have the right to purchase up to an additional 15% of the common stock of each of Ablis, Bendistillery and Bend Spirits. Acceptance of Subscriptions From Accredited Investors to Purchase Newly Issued Series A Convertible Preferred Stock On February 27, 2019, the Company accepted subscriptions from accredited investors to purchase 23,400 shares of newly issued Series A Convertible Preferred Stock ("Preferred Stock") for an aggregate purchase price of $2,340,000 in cash. These 23,400 shares of Preferred Stock are convertible at the option of the holders into 2,340,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. The Company has committed to file a registration statement covering the shares of newly issued common stock of the Company into which the Preferred Stock can be converted (the "Registration Statement"). The Preferred Stock will receive an annual dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Preferred Stock. Newly Elected Director of the Company: Thomas W. Hines, CPA CFA Thomas W. Hines, CPA CFA, a Vice President of Lowery Asset Consulting in Chicago, has been elected to serve as a Director of the Company. William C. "Jake" Jacobs, CPA: Elected to serve as the President, Chief Financial Officer and Treasurer of the Company William C. "Jake" Jacobs, CPA, the son of our Company's Chief Executive Officer Gerard M. Jacobs, has been elected to serve as the President, Chief Financial Officer and Treasurer of the Company. Gerard M. Jacobs will remain as the Company's Chairman, Chief Executive Officer and Secretary. Establishment of an Investment Committee The Board of Directors of the Company has voted to establish an Investment Committee, the initial members of which will be Gerard M. Jacobs, William C. "Jake" Jacobs, CPA, and Thomas W. Hines, CPA CFA. Future acquisitions by the Company of direct equity ownership interests in any entity other than Ablis, Bendistillery and Bend Spirits will be subject to unanimous approval by such Investment Committee and to majority approval by the Board of Directors of the Company, provided that the requirement of unanimous approval by such Investment Committee will be terminated if the investors in the Preferred Stock no longer hold 25% or more of their investment in the form of Preferred Stock or common stock of the Company following conversion, or if the Company's common stock has closed at $10.00 per share or higher for 20 consecutive trading days and there have been on average at least 50,000 shares traded on each of those 20 consecutive trading days, or if 84 months have passed since the first date that the Registration Statement is effective. |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policy Text Block [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of Presentation The Company currently is a shell corporation and does not currently have any business or any sources of revenue. The Company wants to acquire all or a portion of one or more operating businesses. Management of the Company currently is exclusively 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, bath bombs, isolate, relief balms, elixirs, body washes, med sticks, lotions, vape pens and cartridges, shatter, and gummies (a “CBD-Infused Products Company”). In order to consummate a particular acquisition of a CBD-Infused Products Company, 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 Company, for example operating businesses and/or assets involving distilled spirits, beer, wine, hemp, paraphernalia, cannabis, tetrahydrocannabinol (THC)-infused products, and real estate. Execution of Stock Purchase Agreement to Purchase up to 19.99% of CBD-Infused Beverage Maker Ablis, and of Craft Distillers Bendistillery and Bend Spirits On February 27, 2019, the Company signed a Stock Purchase Agreement to purchase up to 19.99% of the common stock of CBD-infused beverage maker Ablis Inc. (formerly Ablis LLC) (www.AblisBev.com), and of craft distillers Bendistillery Inc. d/b/a Crater Lake Spirits (www.CraterLakeSpirits.com) and Bend Spirits, Inc. (www.Bendistillery.com), Bend, Oregon, for a total of $7,596,200 in cash. Founded in 1996, Bendistillery is America's most award winning craft distillery, with an outstanding reputation for producing Crater Lake Spirits brands including vodkas, gins, whiskeys, and white label brands offered through Bend Spirits. Ablis is a rapidly growing leader in the exciting CBD-infused beverage industry. Ablis' all-natural, shelf-stable, GMO-free, non-alcoholic, lemon ginger, cranberry blood orange, and 0 calorie lemon water beverages target the mainstream health market and contain no THC. Ablis also manufactures and sells CBD-infused rubs, oils and crystals. Ablis' beverages are now being distributed in 11 states, online throughout the country, Puerto Rico and Guam. Also, Ablis has recently received state approval to co-brand with a local brewery in Bend to produce Oregon's first hemp CBD-infused draft beer. Closing of the purchase is subject to a number of conditions, including the completion of mutually acceptable due diligence, completion of a capital raise, execution of definitive documentation, obtaining necessary third party approvals, and completion of all necessary securities filings. The Company expects to close the purchase in tranches, starting with a first tranche purchase of 4.99% of the common stock of each of Ablis, Bendistillery and Bend Spirits for an aggregate purchase price of $1,896,200. The Company has raised sufficient capital through the sale of convertible preferred stock to allow the Company to close this first tranche purchase, and this first tranche purchase is expected to close during March 2019. Following the expected closing of this first tranche purchase of 4.99% of the common stock of each of Ablis, Bendistillery and Bend Spirits, the Company desires to purchase up to an additional 15% of the common stock of each of Ablis, Bendistillery and Bend Spirits under the Stock Purchase Agreement, but doing so will only be possible if the Company closes on the sale of additional preferred stock or otherwise raises capital, and receives approval to do so from the Oregon Liquor Control Commission. The stock purchase will make capital available for expanded off-line and online advertising, additional staff and equipment, and repayment of debt, for Bendistillery, Bend Spirits, and Ablis. The management teams of Ablis, Bendistillery and Bend Spirits will continue to lead their respective companies following the closing of the transaction. Gerard M. Jacobs, CEO of the Company, will join the board of directors of each of the companies, and William C. Jacobs, CFO of the Company, will be paid quarterly by the companies in regard to financial oversight of the companies. |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification (ASC) 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: Level 1 – Level 2 – Level 3 – |
Income Taxes | Income Taxes |
Basic and Diluted Earnings (Loss) Per Common Share | Basic and Diluted Earnings (Loss) Per Common Share For the Year Ended December 31, 2018 2017 Net Loss $ (220,621) $ (80,033) Weighted-Average Shares Outstanding 2,369,648 2,369,648 Basic and Diluted Earnings Loss per Share $ (0.09) $ (0.03) At December 31, 2018, there were outstanding options to purchase 1,186,132 shares of common stock at between $0.001 and $0.60 per share, (b) rights to purchase warrants to purchase 2,950,000 shares of common stock at between $0.01 and $1.85 per share, and (c) financing warrants to purchase 37,500 shares of common stock at $0.03. As of the date of this report, none of these outstanding options, rights to purchase warrants or financing warrants have been exercised into shares of common stock. However, all of them may be exercised at any time in the sole discretion of the holder except for the rights to purchase warrants to purchase 1.25 million shares of our commons stock, are not exercisable until a performance contingency is met. In comparison, at December 31, 2017, there were 1,358,774 stock options 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 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. |
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements |
Note 1 - Basis of Presentatio_3
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the years ended December 31, 2018 and 2017: For the Year Ended December 31, 2018 2017 Net Loss $ (220,621) $ (80,033) Weighted-Average Shares Outstanding 2,369,648 2,369,648 Basic and Diluted Earnings Loss per Share $ (0.09) $ (0.03) |
Note 5 - Shareholders' Equity_
Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Share-based Compensation, Stock Options and Warrant Activity | The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2018 and changes during the year then ended: Shares Weighted-Average Exercise Price (a) Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 4,058,774 $ 1.29 5.59 $ 577,725 Issued During Period 250,000 Expired During Period 172,642 Outstanding, September 30, 2018 4,136,132 $ 1.17 4.96 $ 2,356,475 Exercisable, September 30, 2018 2,886,132 $ 0.88 4.93 $ 2,356,475 Note: (a) The Weighted-Average Exercise Price column excludes those warrants that have an exercise price for the common stock priced at the Capital |
Note 6 - Income Taxes_ Schedule
Note 6 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
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, 2018 2017 Tax expenses (benefit) at statutory rate (21%) $ (46,330) $ (27,211) State tax benefit, net of federal benefit $ - (2,641) Non-deductible expenses $ 276 40 Revision of prior years' deferred tax assets $ (30,034) 67,252 Change in valuation allowance $ (1,488,585) (37,439) Provision for Income Taxes $ - $ - |
Note 6 - Income Taxes_ Schedu_2
Note 6 - Income Taxes: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Deferred Tax Assets | The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Operating loss carry forwards $ 428,393 $ 676,116 Stock-based compensation 1,633,366 2,874,127 Other 131 233 Less: Valuation allowance (2,061,891) (3,550,475) Net Deferred Income Tax Asset $ - $ - |
Note 1 - Basis of Presentatio_4
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, 2018 | Dec. 31, 2017 | |
Text Block [Abstract] | ||
Net Loss | $ (220,621) | $ (80,033) |
Weighted Average Shares Outstanding | 2,369,648 | 2,369,648 |
Basic and Diluted Earnings Loss per Share | $ (0.09) | $ (0.03) |
Note 1 - Basis of Presentatio_5
Note 1 - Basis of Presentation and Significant Accounting Policies: Basic and Diluted Earnings (Loss) Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,186,132 | 1,358,774 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,950,000 | 2,700,000 |
Financing Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 37,500 |
Note 2 - Risks and Uncertaint_2
Note 2 - Risks and Uncertainties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Text Block [Abstract] | ||
Accumulated deficit | $ (14,005,689) | $ (13,785,068) |
Net Loss | $ (220,621) | $ (80,033) |
Note 3 - Notes Receivable (Deta
Note 3 - Notes Receivable (Details) - USD ($) | Sep. 01, 2015 | Jul. 31, 2015 | Jul. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Jul. 14, 2015 |
Bad debt expense | $ 0 | $ 835,277 | ||||||
Secured Promissory Note | William Noyes Webster Foundation Inc | ||||||||
Debt Instrument, Face Amount | $ 1,500,000 | |||||||
Note receivable payment | $ 602,500 | $ 135,350 | ||||||
Advances | 600,000 | |||||||
Note Receivable | $ 737,850 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | |||||||
Bad debt expense | $ 737,850 | |||||||
Secured Promissory Note | One-Seven LLC | ||||||||
Note receivable payment | $ 25,000 | |||||||
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 {1} | William Noyes Webster Foundation Inc | ||||||||
Bad debt expense | $ 97,427 | |||||||
Payment To Consultant | Secured Promissory Note | William Noyes Webster Foundation Inc | ||||||||
Advances | $ 2,500 | |||||||
Unfunded Portion of Note | Secured Promissory Note | William Noyes Webster Foundation Inc | ||||||||
Debt Instrument, Face Amount | $ 897,500 |
Note 4 - Amounts Owed To Rela_2
Note 4 - Amounts Owed To Related Parties (Details) - USD ($) | Nov. 12, 2018 | Nov. 08, 2018 | Jul. 13, 2018 | Jul. 23, 2018 | Jul. 18, 2018 | Jul. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 21, 2016 |
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 | $ 30,791 | ||||||||
Issuance of warrants to purchase common stock | 37,673 | ||||||||
Gerard M. Jacobs | |||||||||
Due to Other Related Parties, Current | $ 4,000 | ||||||||
Due to Related Parties, Current | $ 24,583 | $ 13,841 | |||||||
Volatility rate | 465.00% | ||||||||
Risk-free interest rates | 2.98% | ||||||||
Dividend yield | 0.00% | ||||||||
Expected terms | 2 years 4 months 17 days | ||||||||
Joshua A. Bloom | |||||||||
Volatility rate | 465.00% | ||||||||
Risk-free interest rates | 2.94% | ||||||||
Dividend yield | 0.00% | ||||||||
Expected terms | 2 years 4 months 13 days | ||||||||
William C. Jacobs | |||||||||
Due to Related Parties, Current | $ 164,417 | 103,907 | |||||||
William C. Jacobs | Independent contractor fees | |||||||||
Due to Related Parties, Current | 160,000 | 100,000 | |||||||
William C. Jacobs | Expense reimbursements | |||||||||
Due to Related Parties, Current | 4,417 | $ 3,907 | |||||||
Warrant 1 | Gerard M. Jacobs | |||||||||
Warrants issued | 12,500 | ||||||||
Issuance of warrants to purchase common stock | $ 11,250 | $ 1,300 | |||||||
Warrant 1 | Joshua A. Bloom | |||||||||
Warrants issued | 25,000 | ||||||||
Issuance of warrants to purchase common stock | $ 21,874 | $ 3,250 | |||||||
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 | $ 30,791 |
Note 5 - Shareholders' Equity (
Note 5 - Shareholders' Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Apr. 01, 2018 | |
Stock compensation expense | $ 72,500 | $ 0 | |
Class of Warrant, Outstanding | 250,000 | ||
Purchase price per share | $ 2 | ||
William C. Jacobs | |||
Class of Warrant, Outstanding | 210,000 | ||
Class of Warrant, Exercise Price of Warrants | $ 0.01 | ||
James S. Jacobs | |||
Stock compensation expense | 11,600 | ||
Class of Warrant, Outstanding | 40,000 | ||
Class of Warrant, Exercise Price of Warrants | $ 0.01 | ||
Joshua A. Bloom | |||
Stock compensation expense | $ 60,900 | ||
Purchase of warrants | 10,000 |
Note 5 - Shareholders' Equity_2
Note 5 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Text Block [Abstract] | ||
Options, Outstanding, Beginning Balance | 4,058,774 | |
Rights to Purchase Warrants Issued During Period | 250,000 | |
Financing Warrants Issued During Period | 37,500 | |
Shares, expired | 172,642 | |
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Ending Balance | 4,173,632 | 4,058,774 |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding | 2,923,632 | |
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 1.29 | |
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Exercise Price, Ending Balance | 1.17 | $ 1.29 |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price | $ 0.87 | |
Options, Outstanding, Weighted Average Remaining Term | 4 years 11 months 12 days | 5 years 7 months 2 days |
Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Remaining Term | 4 years 11 months 4 days | |
Options, Outstanding, Intrinsic Value, Beginning Balance | $ 577,725 | |
Options, Outstanding, Intrinsic Value, Ending Balance | 2,410,100 | $ 577,725 |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value | $ 2,410,100 |
Note 6 - Income Taxes (Details)
Note 6 - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Operating Loss Carryforwards | $ 2,115,050 | |
Valuation Allowance, Deferred Tax Asset, Decrease Amount | $ 1,488,585 | $ 37,439 |
Minimum | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2030 | |
Maximum | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2034 |
Note 6 - Income Taxes_ Schedu_3
Note 6 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Text Block [Abstract] | ||
Tax expenses (benefit) at statutory rate (42%) | $ (46,330) | $ (27,211) |
State tax benefit, net of federal benefit | 0 | (2,641) |
Non-deductible expenses | 276 | 40 |
Revision of prior years' deferred tax assets | (30,034) | 67,252 |
Change in valuation allowance | (1,488,585) | (37,439) |
Provision for Income Taxes | $ 0 | $ 0 |
Note 6 - Income Taxes_ Schedu_4
Note 6 - Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Text Block [Abstract] | ||
Operating loss carry forwards | $ 428,393 | $ 676,116 |
Stock-based compensation | 1,633,366 | 2,874,127 |
Other | 131 | 233 |
Less: Valuation allowance | (2,061,891) | (3,550,475) |
Net Deferred Income Tax Asset | $ 0 | $ 0 |
Note 7 - Contingent Contractu_2
Note 7 - Contingent Contractual Obligations and Commercial Commitments (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Commitments description | The amount of the compensation will be 10% of the consideration paid by the Company to acquire equity ownership interests in target companies. |
Note 8 - Subsequent Events (Det
Note 8 - Subsequent Events (Details) | 1 Months Ended | 12 Months Ended | |
Feb. 27, 2019USD ($) | Jul. 23, 2018 | Dec. 31, 2018USD ($) | |
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 | $ 30,791 | ||
Loan Increase | $ 14,772 | ||
Subsequent Event | Accredited Investors | |||
Acceptance of Subscriptions Description | On February 27, 2019, the Company accepted subscriptions from accredited investors to purchase 23,400 shares of newly issued Series A Convertible Preferred Stock ("Preferred Stock") for an aggregate purchase price of $2,340,000 in cash. These 23,400 shares of Preferred Stock are convertible at the option of the holders into 2,340,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. | ||
Stock Purchase Agreement | Subsequent Event | Ablis | |||
Percntage of common stock purchase | 0.0499 | ||
Common stock issued for cash | $ 399,200 | ||
Stock Purchase Agreement | Subsequent Event | Bendistillery | |||
Percntage of common stock purchase | 0.0499 | ||
Common stock issued for cash | $ 347,300 | ||
Stock Purchase Agreement | Subsequent Event | Bend Spirits | |||
Percntage of common stock purchase | 0.0499 | ||
Common stock issued for cash | $ 149,700 |