Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 23, 2020 | Jun. 30, 2019 | |
Document and Entity Information: | |||
Registrant Name | ACQUIRED SALES CORP. | ||
Registrant CIK | 0001391135 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2019 | ||
Fiscal Year End | --12-31 | ||
Tax Identification Number (TIN) | 87-0479286 | ||
Number of common stock shares outstanding | 6,627,124 | ||
Public Float | $ 8,779,755 | ||
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 | ||
Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 000-52102 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State Country Code | NV | ||
Entity Address, Address Line One | 31 N. Suffolk Lane, Lake Forest, Illinois | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60045 | ||
City Area Code | 847 | ||
Local Phone Number | 915-2446 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and Cash Equivalents | $ 4,384,929 | $ 0 |
Prepaid Expenses | 9,583 | 0 |
Note Receivable from CBD LION | 200,000 | 0 |
Total Current Assets | 4,594,512 | 0 |
Investment in Ablis | 399,200 | 0 |
Investment in Bendistillery and Bend Spirits | 1,497,000 | 0 |
Total Assets | 6,490,712 | 0 |
Accounts Payable - Related Party | ||
Accounts Payable - Related Party - Payable to William C. Jacobs | 0 | 164,417 |
Accounts Payable - Related Party - Payable to Gerard M. Jacobs | 0 | 24,583 |
Accounts Payable - Related Party - Payable to Other Related Party | 0 | 4,000 |
Accounts Payable - Related Party | 0 | 193,000 |
Accounts Payable | 38,485 | 113,450 |
Notes Payable - Payable to Joshua A. Bloom | 0 | 20,025 |
Notes Payable - Payable to Gerard M. Jacobs | 0 | 10,766 |
Notes Payable - Related Party | 0 | 30,791 |
Interest - Payable to Joshua A. Bloom | 0 | 914 |
Interest - Payable to Gerard M. Jacobs | 0 | 467 |
Interest Payable - Related Party | 0 | 1,381 |
Preferred Stock Dividends Payable | ||
Series A Convertible Preferred Stock Dividends Payable | 145,017 | 0 |
Series B Convertible Preferred Stock Dividends Payable | 5,741 | 0 |
Preferred Stock Dividends Payable | 150,758 | 0 |
Total Current Liabilities | 189,243 | 338,622 |
Commitments and Contingencies | 0 | 0 |
Shareholders' Equity | ||
Preferred stock | 166 | 0 |
Common Stock, $0.001 par value; 100,000,000 shares authorized; 2,726,669 and 2,369,648 shares outstanding at December 31, 2019 and December 31, 2018, respectively | 2,727 | 2,370 |
Additional paid-in capital | 21,691,128 | 13,664,697 |
Accumulated Deficit | (15,392,552) | (14,005,689) |
Total Shareholders' Equity (Deficit) | 6,301,469 | (338,622) |
Total Liabilities and Shareholders' Equity | $ 6,490,712 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares outstanding | 2,726,669 | 2,369,648 |
Series A Convertible Preferred Stock | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 400,000 | 400,000 |
Preferred Stock, shares issued | 66,150 | 0 |
Preferred Stock, shares outstanding | 66,150 | 0 |
Series B Convertible Preferred Stock | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 100,000 | 0 |
Preferred Stock, shares outstanding | 100,000 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Selling, General and Administrative Expenses | $ (64,734) | $ (11,299) |
Stock Compensation Expense | (874,154) | (72,500) |
Consulting and Independent Contractor Fees | (112,500) | (60,000) |
Professional Fees | (211,543) | (37,767) |
Loss From Operations | (1,262,931) | (181,566) |
Gain on Settlement | 29,196 | 0 |
Interest Income | 25,628 | 0 |
Interest Expense | (27,998) | (39,055) |
Total Other Income | 26,826 | (39,055) |
Loss Before Provision for Income Taxes | (1,236,105) | (220,621) |
Provision for Income Taxes | 0 | 0 |
Net Loss | $ (1,236,105) | $ (220,621) |
Basic and Diluted Net Loss per Share | $ (0.48) | $ (0.09) |
Basic and Diluted Weighted Average Number of Common Shares Outstanding: | 2,577,349 | 2,369,648 |
STATEMENTS OF SHAREHOLDERS' EQU
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
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 | (20,068) | (20,068) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2018 | $ 2,370 | 13,554,524 | (13,805,136) | (248,242) | |
Shares, Outstanding, Ending Balance at Mar. 31, 2018 | 2,369,648 | ||||
Stock Compensation Expense | 72,500 | 72,500 | |||
Net Loss | (91,401) | (91,401) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2018 | $ 2,370 | 13,627,024 | (13,896,537) | (267,143) | |
Shares, Outstanding, Ending Balance at Jun. 30, 2018 | 2,369,648 | ||||
Issuance of warrants to purchase common stock | 4,550 | 4,550 | |||
Net Loss | (34,807) | (34,807) | |||
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 | ||||
Net Loss | 33,123 | (74,345) | (41,222) | ||
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 | ||||
Exercise of rights to purchase warrants to purchase shares of common stock, Amount | $ 210 | 1,892 | 2,102 | ||
Exercise of rights to purchase warrants to purchase shares of common stock, Shares | 210,000 | ||||
Issuance of warrants to purchase common stock | 26,773 | 26,773 | |||
Issuance of Series A Convertible Preferred Stock for cash, Amount | $ 30 | 2,989,970 | 2,990,000 | ||
Issuance of Series A Convertible Preferred Stock for cash, Shares | 29,900 | ||||
Series A Preferred Stock dividend payable | (18,552) | (18,552) | |||
Net Loss | (44,440) | (44,440) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2019 | $ 30 | $ 2,580 | 16,683,332 | (14,068,681) | 2,617,261 |
Shares, Outstanding, Ending Balance at Mar. 31, 2019 | 29,900 | 2,579,648 | |||
Issuance of Series A Convertible Preferred Stock for cash, Amount | $ 36 | 3,624,964 | 3,625,000 | ||
Issuance of Series A Convertible Preferred Stock for cash, Shares | 36,250 | ||||
Series A Preferred Stock dividend payable | (26,425) | (26,425) | |||
Stock Compensation Expense | 834,186 | 834,186 | |||
Net Loss | (896,815) | (896,815) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2019 | $ 66 | $ 2,580 | 21,142,482 | (14,991,921) | 6,153,207 |
Shares, Outstanding, Ending Balance at Jun. 30, 2019 | 66,150 | 2,579,648 | |||
Exercise of warrants, Amount | $ 147 | 8,778 | 8,925 | ||
Exercise of warrants, Shares | 147,021 | ||||
Issuance of Series B Convertible Preferred Stock for cash, Amount | $ 90 | 449,910 | 450,000 | ||
Issuance of Series B Convertible Preferred Stock for cash, Shares | 90,000 | ||||
Series A Preferred Stock dividend payable | (50,020) | (50,020) | |||
Series B Preferred Stock dividend payable | (2,232) | (2,232) | |||
Stock Compensation Expense | 37,961 | 37,961 | |||
Net Loss | (146,466) | (146,466) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2019 | $ 156 | $ 2,727 | 21,639,131 | (15,190,639) | 6,451,375 |
Shares, Outstanding, Ending Balance at Sep. 30, 2019 | 156,150 | 2,726,669 | |||
Issuance of Series B Convertible Preferred Stock for cash, Amount | $ 10 | 49,990 | 50,000 | ||
Issuance of Series B Convertible Preferred Stock for cash, Shares | 10,000 | ||||
Series A Preferred Stock dividend payable | (50,020) | (50,020) | |||
Series B Preferred Stock dividend payable | (3,509) | (3,509) | |||
Stock Compensation Expense | 2,007 | 2,007 | |||
Net Loss | (148,384) | (148,384) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2019 | $ 166 | $ 2,727 | $ 21,691,128 | $ (15,392,552) | $ 6,301,469 |
Shares, Outstanding, Ending Balance at Dec. 31, 2019 | 166,150 | 2,726,669 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (1,236,105) | $ (220,621) |
Adjustments to Reconcile Loss to Net Cash Used in Operating Activities: | ||
Stock Compensation Expense | 874,154 | 72,500 |
Financing Cost - Issuance of Warrants to Purchase Common Stock | 26,773 | 37,673 |
Changes in Operating Assets and Liabilities: | ||
Prepaid Expenses | (9,583) | 0 |
Accounts Payable to Related Parties | (191,776) | 71,251 |
Accounts Payable | (74,965) | 7,025 |
Net Cash Used in Operating Activities | (611,502) | (32,172) |
Cash Flows From Investing Activities | ||
Investment in Ablis | (399,200) | 0 |
Investment in Bendistillery and Bend Spirits | (1,497,000) | 0 |
Receipt of CBD Lion Loan Repayments | 100,000 | 0 |
Loan to CBD Lion | (300,000) | 0 |
Net Cash Used in Investing Activities | (2,096,200) | 0 |
Cash Flows From Financing Activities | ||
Financing Cost - Proceeds From Borrowing Under Notes Payable to Related Parties | 14,772 | 30,791 |
Financing Cost - Repayment of Borrowings Under Notes Payable to Related Parties | (45,562) | 0 |
Financing Cost - Repayment of Interest Payable to Related Parties | (2,606) | 0 |
Financing Cost - Interest Payable to Related Parties | 0 | 1,381 |
Exercise of Warrants | 11,027 | 0 |
Issuance of Series A Convertible Preferred Stock | 6,615,000 | 0 |
Issuance of Series B Convertible Preferred Stock | 500,000 | 0 |
Net Cash Provided by Financing Activities | 7,092,631 | 32,172 |
Net Increase/(Decrease) in Cash | 4,384,929 | 0 |
Cash and Cash Equivalents at Beginning of Year | 0 | 0 |
Cash and Cash Equivalents at End of Year | 4,384,929 | 0 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 2,606 | 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, 2019 | |
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 Our business involves acquiring all or a portion of operating businesses involving the manufacture, sale and distribution of cannabinoid-infused products such as beverages, lotions, oils, hemp joints and cigarettes, tinctures, bath bombs, balms, body washes, gummies, food, other edibles, and non-prescription cannabinoid formulations (a “Canna-Infused Products Company”). In order to consummate a particular acquisition of a Canna-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 Canna-Infused Products Company, for example operating businesses and/or assets involving distilled spirits, beer, wine, paraphernalia and real estate. To date, we have acquired 100% of the ownership interests in one Canna-Infused Products Company d/b/a Lifted Made, 4.99% of the ownership interests in a second Canna-Infused Products Company called Ablis Holding Company ("Ablis"), and 4.99% of the ownership interests in two other businesses that manufacture distilled spirits called Bendistillery Inc. ("Bendistillery") and Bend Spirits, Inc. ("Bend Spirits"). For more information, please refer to “Description of the Business of Acquired Sales Corp. "The Lifted Made Business" ITEM 1. BUSINESS” above. Use of Estimates Cash and Cash Equivalents Notes Receivable 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 – Investments Income Taxes Basic and Diluted Earnings (Loss) Per Common Share For the Year Ended December 31, 2019 2018 Net Loss $ (1,236,105) $ (220,621) Weighted-Average Shares Outstanding 2,577,349 2,369,648 Basic and Diluted Earnings Loss per Share $ (0.48) $ (0.09) At December 31, 2019, there were outstanding options to purchase 1,586,619 shares of common stock at between $0.001 and $2.00 per share, (b) rights to purchase warrants to purchase 2,625,000 shares of common stock at between $0.01 and $1.85 per share, and (c) financing warrants to purchase 31,250 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. At December 31, 2019, the Company had Series A Preferred Stock In comparison, 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. Recent Accounting Pronouncements – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 250-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. The accounting for any hosting contract is unchanged. ASU 2018-15 is effective on January 1, 2020 with early adoption permitted, including adoption in any interim period. The Company is currently evaluating the impact of ASU 2019-12 on its financial statements. Off Balance Sheet Arrangements |
Note 2 - Risks and Uncertaintie
Note 2 - Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 2 - Risks and Uncertainties | NOTE 2 - RISKS AND UNCERTAINTIES Going Concern – As of December 31, 2019, the Company did 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. The Company’s investments in Ablis, Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company is not able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. The Company monitors its investments in Ablis, Bendistillery and Bend Spirits, and from time to time and will evaluate whether there has been a potential impairment of value. |
Note 3 - The Company's Investme
Note 3 - The Company's Investments In Ablis, Bendistillery And Bend Spirits | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Note 3 - The Companys Investments In Ablis, Bendistillery And Bend Spirits | NOTE 3 – THE COMPANY’S INVESTMENTS IN ABLIS, BENDISTILLERY AND BEND SPIRITS On April 30, 2019, the Company purchased 4.99% of the common stock of each of Ablis Holding Company, Bendistillery Inc., and Bend Spirits, Inc. for an aggregate purchase price of $1,896,200. The Company’s investments in Ablis, Bendistillery and Bend Spirits made the Company a minority owner of these companies. As a minority owner, the Company will not be able to recognize any portion of Ablis’, Bendistillery’s or Bend Spirits’ revenues or earnings in the Company’s financial statements. Pursuant to US GAAP, the Company is obligated to periodically review its investments. The Company has limited ability to comment on these companies’ operations and financial performance. The Company’s ability to review the financial performance of its investment in these companies is limited: the financial statements of these companies are not audited; the Company is not active in the management of these companies; and these companies have not held meetings of their boards of directors since the closing of our investment. Consequently, the Company’s assessment of these companies is inherently limited to infrequent and relatively brief conversations with officers of these companies, and to reviews of unaudited financial statements that are delivered to us on an irregular basis. Based on the financial and non-financial information regarding the year ended December 31, 2019, that the management of Ablis, Bendistillery and Bend Spirits provided to the Company in a conference call held on March 9, 2020, the Company has concluded that an impairment of its investment in these companies as of December 31, 2019 is not warranted. The factors that led the Company to the conclusion that an impairment of its investment in these companies has of December 31, 2019 is not warranted includes, among other things: positive sales trends during recent months; indications of the Companies’ ability to maintain profitability; and certain initiatives that are being undertaken by these companies in regard to leadership, sales representatives, and product distribution and pricing. |
Note 4 - Notes Receivable
Note 4 - Notes Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 4 - Notes Receivable | NOTE 4 – NOTES RECEIVABLE CBD Lion LLC On August 8, 2019, the Company made an unsecured $300,000 loan to Lion (the “Loan”) evidenced by a promissory note (the “Note”) in connection with the proposed Merger Agreement with Lion. Per the terms of the Note, if the Transaction did not close and the merger agreement were terminated, then the Loan was to be repaid by Lion to the Company in six equal monthly installments of principal, together with accrued interest at the rate of 6% per year, with the first such installment due and payable by Lion to the Company on the first day of the first calendar month following the termination of the merger agreement. The Merger Agreement was terminated by the Company on November 14, 2019 and the Note became payable. During December 2019, the principal of the Note was repaid by Lion down to $200,000, and Lion also paid the accrued interest on the Note of $6,945. Due to termination of the Merger Agreement, and per Section 5.15(b) of the Merger Agreement, as of December 31, 2019 the Company owed CBD Lion $31,500 for reimbursement of professional fees related to the audit of CBD Lion. This left Lion with a net balance owed to the Company of $168,500 as of December 31, 2019. In March 2020, Lion and the Company agreed that the repayment of such $168,500 will be made in eleven equal monthly installments of principal due and payable by Lion to the Company on the first day of each calendar month starting on April 1, 2020, and that no additional interest will accrue. Imputed interest on the remaining amounts owed by Lion to the Company will be evaluated during the first quarter of 2020. 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 5 - Transactions with Rela
Note 5 - Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Note 5 - Transactions with Related Parties | NOTE 5 – TRANSACTIONS WITH 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, 2019, there are no expense reimbursements owed to Gerard M. Jacobs. In comparison, at December 31, 2018, there were expense reimbursements owed to Gerard M. Jacobs totaling $24,583. At December 31, 2019, there was a prepaid consulting fee of $7,500 paid to Gerard M. Jacobs. In comparison, at December 31, 2018, there were no prepaid consulting fees paid to Gerard M. Jacobs. At December 31, 2019, there are no independent contractor fees or expense reimbursements owed to William C. Jacobs. In comparison, at December 31, 2018, there were independent contractor fees of $160,000 and expense reimbursements of $4,417 owed to William C. Jacobs totaling $164,417. 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 had been borrowed by AQSP on such terms, and warrants to purchase 25,000 shares of common stock of AQSP had been issued to Joshua A. Bloom and warrants to purchase 12,500 shares of common stock of AQSP had been issued to Gerard M. Jacobs. These loans were fully repaid by the Company on March 13, 2019. 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 were 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 6 - Shareholders' Equity
Note 6 - Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 6 - Shareholders' Equity | NOTE 6 – SHAREHOLDERS’ EQUITY Share-Based Compensation Share-Based Compensation in 2019 The following is a summary of share-based compensation, stock option and warrant activity as of December 31, 2019 and changes during the year then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2018 2,923,632 $ 0.87 4.93 $ 2,410,100 Financing Warrants Issued During Q1 2019 18,750 Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q2 2019 410,942 Options that Expired During Q2 2019 (9,434) Rights to Purchase Warrants to Purchase Shares of Common Stock Exercised During Q1 2019 (210,000) Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q3 2019 5,400 Warrants exercised during Q3 2019 (147,021) Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q4 2019 600 Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2019 2,992,869 $ 0.97 3.47 $ 4,570,144 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, December 31, 2019 4,242,869 $ 1.23 3.92 $ 5,382,644 Share-Based Compensation in 2018 On April 1, 2018, we issued to director James S. Jacobs and to William C. Jacobs, then an independent contractor and now our President and CFO, rights to purchase warrants, for an aggregate purchase price of $2.00, an aggregate of 250,000 shares of common stock of the Company (40,000 to James S. Jacobs, and 210,000 to William C. Jacobs), at an exercise price of $0.01 per share, such warrants to be fully vested and to be exercisable on or prior to December 31, 2024. Using the Black-Scholes valuation model, we recorded 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. |
Note 7 - Income Taxes
Note 7 - Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 7 - Income Taxes | NOTE 7 – 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, 2019 and 2018, 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, 2019, the Company has total U.S. Federal net operating loss carry forwards of $2,440,592. $1,968,244 of the total net operating loss carryforwards were generated from tax years prior to January 1, 2018 and expire between December 31, 2029 and December 31, 2037. The remaining $472,349 in net operating loss carryforwards have an indefinite carryforward period and can only offset 80% of taxable income. As of December 31, 2019, 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, 2014 through 2018. 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, 2019 2018 Tax expenses (benefit) at statutory rate (21%) $ (254,542) $ (46,330) Non-deductible expenses $ 2,606 276 Revision of prior years' deferred tax assets $ 12,600 (30,034) Change in valuation allowance $ 239,337 (1,488,585) Provision for Income Taxes $ - $ - The decrease in the valuation allowance in 2018 was the result of the decrease in corporate tax rate as a result of the Tax Act; had the corporate tax rate stayed the same in 2018 as it were in 2017, the valuation allowance would have increased by $111,835 in 2018. The tax effects of temporary differences and carry forwards that gave rise to the net deferred income tax asset as of December 31, 2019 and 2018 were as follows: December 31, 2019 2018 Operating loss carry forwards $ 484,157 $ 428,393 Stock-based compensation 1,816,938 2,874,127 Other 0 233 Less: Valuation allowance (2,301,095) (2,061,891) Net Deferred Income Tax Asset $ - - The deferred tax asset valuation allowance increased by $239,204 and decreased by $1,488,585 during the years ended December 31, 2019 and 2018, respectively. |
Note 8 - Contingent Contractual
Note 8 - Contingent Contractual Obligations and Commercial Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Note 8 - Contingent Contractual Obligations and Commercial Commitments | NOTE 8 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS Payment of Finders’ Fees Related to Ablis The Company has agreed to pay finders’ fees to two finders in regard to the potential purchase of an additional 15% of the stock of Ablis. The Company has agreed to pay those two finders additional warrants to purchase shares of common stock of the Company at an exercise price of $1 per share exercisable at any time on or before April 30, 2024; in the event that the Company closes on the purchase of up to an additional 15% of the common stock of Ablis, then the total amount of such warrants will be 2,814 unregistered shares of common stock of AQSP at an exercise price of $1 per share for each additional one percent of Ablis’ common stock so purchased (a maximum issuance of warrants to purchase an aggregate of 42,210 unregistered shares of common stock of the Company at an exercise price of $1 per share). Previously, on April 30, 2019, the Company issued warrants to purchase 14,042 unregistered shares of common stock of the Company, issued to the two finders (7,021 warrants were issued to each finder) in regard to the purchase of 4.99% of the stock of Ablis. Using the Black-Scholes valuation model, these warrants were valued and expensed as being worth $40,708. Payment of Brokers’ Fees Related to the Sale of Preferred Stock The Company has committed to pay brokers’ fees in regard to the capital being raised for the Company by such brokers in the Company’s private placements of preferred stock, such fee to consist of warrants to purchase unregistered shares of common stock of the Company at an exercise price equal to the conversion price per share of such preferred stock, exercisable at any time during a five year period; the number of such shares will be calculated as six percent of the aggregate capital raised by such brokers in the private placement of preferred stock divided by the conversion price per share of such preferred stock. In 2019, warrants to purchase 402,900 unregistered shares of common stock of the Company were issued to these brokers. Using the Black-Scholes valuation model, these warrants were valued and expensed as being worth $833,446. Potential Issuance of Warrants to Purchase Shares of Common Stock of the Company The Compensation Committee of the Company's Board of Directors may, from time to time, recommend that certain warrants to purchase shares of common stock of the Company should be issued to new or current members of the Company’s Board of Directors, to officers and employees of the Company and its subsidiaries, or to members of any advisory board or consultants to the Company. Amounts Payable to Gerard M. Jacobs and William C. Jacobs The Company’s CEO Gerard M. Jacobs runs the Company’s operations on a part-time basis and is compensated with equity. Gerard M. Jacobs has not historically received cash compensation, and, historically, the Company’s President and CFO William C. “Jake” Jacobs has worked for $5,000 per month. Effective as of June 19, 2019 through the earlier of the closing of the Company’s acquisition of CBD Lion LLC, which is now terminated or the closing of the Company’s acquisition of Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) (“Lifted”), the Company has agreed to pay Gerard M. Jacobs and William C. “Jake” Jacobs consulting fees of $7,500 and $5,000 per month, respectively. In addition, upon the closing of the acquisition described herein, their salaries, equity incentives, expense reimbursements and bonuses will increase. There are also to be significant bonuses awarded to Gerard M. Jacobs and William C. “Jake” Jacobs in the event that the Company closes on the acquisition of Lifted, and in the event that the Company raises $15 million and $25 million, as described in the current report on Form 8-K, and its exhibit, filed with the SEC on or about June 25, 2019. Please note that as of December 31, 2019, the Company had not yet closed on its acquisition of Lifted, and the Company had not raised $15 million and $25 million, so no accruals for the bonuses triggered by these events had been made. As of March 22, 2020, the Company has closed on the acquisition of Lifted, and the bonuses have been accrued for but have not yet paid. The Company has not yet raised $15 million or $25 million. Professional Contracts In June 2019, the Company executed annual engagement contracts with its stock transfer agent and its securities attorney; the Company has a prepaid balance with its stock transfer agent. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Note 9 - Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS Subsequent to the 12 month period ended December 31, 2019, all necessary Board approvals, Board Investment Committee approvals and stockholder approvals for the Lifted transaction were given on January 4, 2020, and January 10, 2020, respectively. Acquisition of 100% of Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) On February 24, 2020 we closed on the acquisition of 100% of the ownership of CBD-infused products maker Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) of Zion, Illinois (the “Merger”), for consideration of (1) $3,750,000 in cash, (2) $3,750,000 in the form of a secured promissory note, (3) 3,900,455 shares of unregistered common stock of the Company (the "Stock Consideration"), (4) 645,000 shares of unregistered common stock of the Company that constitute deferred contingent compensation to be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger, and (5) warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share that will be issued and delivered to certain persons specified by Nicholas S. Warrender in a schedule delivered by Nicholas S. Warrender to the Company at the closing of the Merger. Pursuant to the Merger, Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation ("Lifted" or "Lifted Made"), is now operating as a wholly-owned subsidiary of the Company, led by Nicholas S. Warrender as Lifted's CEO and also as Vice Chairman and Chief Operating Officer of Acquired Sales. Nicholas S. Warrender shall, subject to certain conditions, enjoy so-called “piggyback registration rights” and "demand registration rights" in regard to the Stock Consideration, pursuant to a Registration Rights Agreement. From the date of acquisition (February 24, 2020) on, Lifted will be fully consolidated within the Company’s financial statements. Remaining Payment Obligations of CBD Lion to the Company On August 8, 2019, the Company made an unsecured $300,000 loan to Lion (the “Loan”) evidenced by a promissory note (the “Note”) in connection with the proposed Merger Agreement with Lion. Per the terms of the Note, if the Transaction did not close and the merger agreement were terminated, then the Loan was to be repaid by Lion to the Company in six equal monthly installments of principal, together with accrued interest at the rate of 6% per year, with the first such installment due and payable by Lion to the Company on the first day of the first calendar month following the termination of the merger agreement. The Merger Agreement was terminated by the Company on November 14, 2019 and the Note became payable. During December 2019, the principal of the Note was repaid by Lion down to $200,000, and Lion also paid the accrued interest on the Note of $6,945. Due to termination of the Merger Agreement, and per Section 5.15(b) of the Merger Agreement, as of December 31, 2019 the Company owed CBD Lion $31,500 for reimbursement of professional fees related to the audit of CBD Lion. This left Lion with a net balance owed to the Company of $168,500 as of December 31, 2019. In March 2020, Lion and the Company agreed that the repayment of such $168,500 will be made in eleven equal monthly installments of principal due and payable by Lion to the Company on the first day of each calendar month starting on April 1, 2020, and that no additional interest will accrue. Imputed interest on the remaining amounts owed by Lion to the Company will be evaluated during the first quarter of 2020. Payment of Dividends to Holders of Series A Preferred Stock Between February 28, 2020 and March 21, 2020, the Company made payments of dividends totaling $89,700 to holders of the Company’s Series A Convertible Preferred Stock. |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policy Text Block [Abstract] | |
Basis of Presentation | Basis of Presentation Our business involves acquiring all or a portion of operating businesses involving the manufacture, sale and distribution of cannabinoid-infused products such as beverages, lotions, oils, hemp joints and cigarettes, tinctures, bath bombs, balms, body washes, gummies, food, other edibles, and non-prescription cannabinoid formulations (a “Canna-Infused Products Company”). In order to consummate a particular acquisition of a Canna-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 Canna-Infused Products Company, for example operating businesses and/or assets involving distilled spirits, beer, wine, paraphernalia and real estate. To date, we have acquired 100% of the ownership interests in one Canna-Infused Products Company d/b/a Lifted Made, 4.99% of the ownership interests in a second Canna-Infused Products Company called Ablis Holding Company ("Ablis"), and 4.99% of the ownership interests in two other businesses that manufacture distilled spirits called Bendistillery Inc. ("Bendistillery") and Bend Spirits, Inc. ("Bend Spirits"). For more information, please refer to “Description of the Business of Acquired Sales Corp. "The Lifted Made Business" ITEM 1. BUSINESS” above. |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Notes Receivable | Notes Receivable |
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 – |
Investments | Investments |
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, 2019 2018 Net Loss $ (1,236,105) $ (220,621) Weighted-Average Shares Outstanding 2,577,349 2,369,648 Basic and Diluted Earnings Loss per Share $ (0.48) $ (0.09) At December 31, 2019, there were outstanding options to purchase 1,586,619 shares of common stock at between $0.001 and $2.00 per share, (b) rights to purchase warrants to purchase 2,625,000 shares of common stock at between $0.01 and $1.85 per share, and (c) financing warrants to purchase 31,250 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. At December 31, 2019, the Company had Series A Preferred Stock In comparison, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 250-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. The accounting for any hosting contract is unchanged. ASU 2018-15 is effective on January 1, 2020 with early adoption permitted, including adoption in any interim period. The Company is currently evaluating the impact of ASU 2019-12 on its 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 (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018: For the Year Ended December 31, 2019 2018 Net Loss $ (1,236,105) $ (220,621) Weighted-Average Shares Outstanding 2,577,349 2,369,648 Basic and Diluted Earnings Loss per Share $ (0.48) $ (0.09) |
Note 6 - Shareholders' Equity (
Note 6 - Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and changes during the year then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2018 2,923,632 $ 0.87 4.93 $ 2,410,100 Financing Warrants Issued During Q1 2019 18,750 Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q2 2019 410,942 Options that Expired During Q2 2019 (9,434) Rights to Purchase Warrants to Purchase Shares of Common Stock Exercised During Q1 2019 (210,000) Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q3 2019 5,400 Warrants exercised during Q3 2019 (147,021) Warrants Granting the Right to Purchase Shares of Common Stock Issued During Q4 2019 600 Exercisable Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants Outstanding, December 31, 2019 2,992,869 $ 0.97 3.47 $ 4,570,144 Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, December 31, 2019 4,242,869 $ 1.23 3.92 $ 5,382,644 |
Note 7 - Income Taxes (Tables)
Note 7 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Tax expenses (benefit) at statutory rate (21%) $ (254,542) $ (46,330) Non-deductible expenses $ 2,606 276 Revision of prior years' deferred tax assets $ 12,600 (30,034) Change in valuation allowance $ 239,337 (1,488,585) Provision for Income Taxes $ - $ - |
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, 2019 and 2018 were as follows: December 31, 2019 2018 Operating loss carry forwards $ 484,157 $ 428,393 Stock-based compensation 1,816,938 2,874,127 Other 0 233 Less: Valuation allowance (2,301,095) (2,061,891) Net Deferred Income Tax Asset $ - - |
Note 1 - Basis of Presentatio_4
Note 1 - Basis of Presentation and Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2019 | Apr. 02, 2018 | |
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,615,000 | |||
Stock issued for cash , Value | $ 100,000 | |||
Stock issued for cash , Shares | 500,000 | |||
Share Price | $ 5 | $ 2 | ||
Ablis | ||||
Ownership interests | 4.99% | |||
Bendistillery | ||||
Ownership interests | 4.99% | |||
Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,586,619 | 1,186,132 | ||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,625,000 | 2,950,000 | ||
Financing Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,250 | 37,500 |
Note 1 - Basis of Presentatio_5
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, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | ||
Net Loss | $ (1,236,105) | $ (220,621) |
Weighted Average Shares Outstanding | 2,577,349 | 2,369,648 |
Basic and Diluted Earnings Loss per Share | $ (0.48) | $ (0.09) |
Note 2 - Risks and Uncertaint_2
Note 2 - Risks and Uncertainties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | ||
Accumulated deficit | $ (15,392,552) | $ (14,005,689) |
Net Loss | $ (1,236,105) | $ (220,621) |
Note 3 - The Company's Invest_2
Note 3 - The Company's Investments In Ablis, Bendistillery And Bend Spirits (Details) - Bendistillery | Apr. 30, 2019USD ($) |
Ownership interests | 4.99% |
Purchse price | $ 1,896,200 |
Note 4 - Notes Receivable (Deta
Note 4 - Notes Receivable (Details) - USD ($) | Aug. 08, 2019 | Sep. 01, 2015 | Dec. 31, 2019 | Jul. 31, 2014 | Jul. 31, 2015 | Dec. 31, 2015 | Jul. 14, 2014 |
William Noyes Webster Foundation Inc | Secured Promissory Note | |||||||
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 | ||||||
William Noyes Webster Foundation Inc | Secured Promissory Note | Payment To Consultant | |||||||
Advances | $ 2,500 | ||||||
William Noyes Webster Foundation Inc | Secured Promissory Note | Unfunded Portion of Note | |||||||
Debt Instrument, Face Amount | $ 897,500 | ||||||
William Noyes Webster Foundation Inc | Interest receivable {1} | |||||||
Bad debt expense | $ 97,427 | ||||||
CBD Lion | |||||||
Advances | $ 168,500 | ||||||
Loan | $ 300,000 | ||||||
Interest rate | 6.00% | ||||||
Payment of loan | 200,000 | ||||||
Accrued interest | 6,945 | ||||||
Reimbursement of professional fees | $ 31,500 |
Note 5 - Amounts Owed To Relate
Note 5 - Amounts Owed To Related Parties (Details) - USD ($) | Jul. 13, 2019 | Nov. 12, 2018 | Nov. 08, 2018 | Jul. 18, 2018 | Jul. 16, 2018 | Mar. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 21, 2016 |
Issuance of warrants to purchase common stock | $ 26,773 | $ 4,550 | ||||||||
Gerard M. Jacobs | ||||||||||
Due to Other Related Parties, Current | $ 4,000 | |||||||||
Due to Related Parties, Current | $ 0 | $ 24,583 | ||||||||
Prepaid consulting fee | 7,500 | 0 | ||||||||
William C. Jacobs | ||||||||||
Due to Related Parties, Current | 0 | 164,417 | ||||||||
William C. Jacobs | Independent contractor fees | ||||||||||
Due to Related Parties, Current | 0 | 160,000 | ||||||||
William C. Jacobs | Expense reimbursements | ||||||||||
Due to Related Parties, Current | $ 0 | 4,417 | ||||||||
Warrant 1 | Gerard M. Jacobs | ||||||||||
Warrants issued | 12,500 | |||||||||
Issuance of warrants to purchase common stock | $ 11,250 | $ 1,300 | ||||||||
Volatility rate | 465.00% | |||||||||
Risk-free interest rates | 2.98% | |||||||||
Dividend yield | 0.00% | |||||||||
Expected terms | 2 years 4 months 17 days | |||||||||
Warrant 1 | Joshua A. Bloom | ||||||||||
Warrants issued | 25,000 | |||||||||
Issuance of warrants to purchase common stock | $ 21,874 | $ 3,250 | ||||||||
Volatility rate | 465.00% | |||||||||
Risk-free interest rates | 2.94% | |||||||||
Dividend yield | 0.00% | |||||||||
Expected terms | 2 years 4 months 13 days | |||||||||
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 6 - Shareholders' Equity_2
Note 6 - Shareholders' Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Apr. 02, 2018 | |
Stock compensation expense | $ 874,154 | $ 72,500 | |
Class of Warrant, Outstanding | 250,000 | ||
Purchase price per share | $ 5 | $ 2 | |
Warrant [Member] | |||
Stock compensation expense | $ 874,154 | ||
Purchase of warrants | 416,942 | ||
Share Price | $ 1 | ||
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 |
Note 6 - Shareholders' Equity_
Note 6 - Shareholders' Equity: Schedule of Share-based Compensation, Stock Options and Warrant Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | ||
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding at beginning | 2,923,632 | |
Financing Warrants Issued During Period | 18,750 | |
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Period | 410,942 | |
Options Expired During Period | (9,434) | |
Rights to Purchase Warrants to Purchase Shares of Common Stock Exercised During Period | (210,000) | |
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Period | 5,400 | |
Warrants exercised during period | (147,021) | |
Warrants Granting the Right to Purchase Shares of Common Stock Issued During Period | 600 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding at end | 2,992,869 | 2,923,632 |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants | 4,242,869 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price at beginning | $ 0.87 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Weighted Average Exercise Price at end | 0.97 | $ 0.87 |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Weighted Average Exercise Price | $ 1.23 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants Outstanding, Weighted Average Remaining Term | 3 years 5 months 20 days | 4 years 11 months 4 days |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Weighted Average Remaining Term | 3 years 11 months 1 day | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value | $ 2,410,100 | |
Exercisable Options, Rights to Purchase Warrants and Financing Warrants, Intrinsic Value | 4,570,144 | $ 2,410,100 |
Outstanding Options, Rights to Purchase Warrants to Purchase Common Stock and Financing Warrants, Intrinsic Value | $ 5,382,644 |
Note 7 - Income Taxes (Details)
Note 7 - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net Operating Loss Carryforwards | $ 2,440,592 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 239,204 | $ (1,488,585) |
Increase in valuation allowance | $ 111,835 | |
Minimum | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2029 | |
Maximum | ||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2037 |
Note 7 - Income Taxes_ Schedule
Note 7 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | ||
Tax expenses (benefit) at statutory rate (21%) | $ (254,542) | $ (46,330) |
Non-deductible expenses | 2,606 | 276 |
Revision of prior years' deferred tax assets | 12,600 | (30,034) |
Change in valuation allowance | 239,337 | (1,488,585) |
Provision for Income Taxes | $ 0 | $ 0 |
Note 7 - Income Taxes_ Schedu_2
Note 7 - Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Text Block [Abstract] | ||
Operating loss carry forwards | $ 484,157 | $ 428,393 |
Stock-based compensation | 1,816,938 | 2,874,127 |
Other | 0 | 233 |
Less: Valuation allowance | (2,301,095) | (2,061,891) |
Net Deferred Income Tax Asset | $ 0 | $ 0 |
Note 8 - Contingent Contractu_2
Note 8 - Contingent Contractual Obligations and Commercial Commitments (Details) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | |
Consulting fees | $ 112,500 | $ 60,000 | |
Warrant [Member] | |||
Purchase of warrants | shares | 416,942 | ||
CBD Lion | |||
Capital raise | $ 15,000,000 | ||
Warrender Enterprise | |||
Capital raise | $ 25,000,000 | ||
Ablis | |||
Ownership interests | 4.99% | ||
Purchase of warrants | shares | 14,042 | ||
Value of warrants purchsed | $ 40,708 | ||
Ablis | |||
Percntage of common stock purchase | 0.15 | ||
Additional Percntage of common stock purchase | 15.00% | ||
Additional Warrants to purchase | shares | 2,814 | ||
Maximum warrants issued | shares | 42,210 | ||
Warrant Exercise price | $ / shares | $ 1 | ||
William C. Jacobs | |||
Consulting fees | $ 5,000 | ||
Cash compensation received | 5,000 | ||
James S. Jacobs | |||
Consulting fees | $ 7,500 | ||
Brokers | Warrant [Member] | |||
Purchase of warrants | shares | 402,900 | ||
Value of warrants purchsed | $ 833,446 |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details) - USD ($) | Aug. 08, 2019 | Mar. 21, 2020 | Feb. 24, 2020 | Dec. 31, 2019 |
CBD Lion | ||||
Loan | $ 300,000 | |||
Interest rate | 6.00% | |||
Payment of loan | $ 200,000 | |||
Accrued interest | 6,945 | |||
Reimbursement of professional fees | 31,500 | |||
Advances | $ 168,500 | |||
Subsequent Event | Series A Preferred Stock [Member] | ||||
Payment of Dividends | $ 89,700 | |||
Subsequent Event | Warrender Enterprise | ||||
Cash | $ 3,750,000 | |||
Secured promissory note | $ 3,750,000 | |||
Stock Consideration | 3,900,455 | |||
Unregistered common stock | 645,000 | |||
Purchase of warrants | 1,820,000 | |||
Share Price | $ 5 |