LFTD PARTNERS INC. - Annual Report: 2008 (Form 10-K)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
Year Ended September 30, 2008
File
Number: 000-51230
ACQUIRED
SALES CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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87-0479286
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(State
of jurisdiction of Incorporation)
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(I.R.S.
Employer Identification No.)
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31
N. Suffolk Lane, Lake Forest, Illinois
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60045
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(Address
of principal executive offices)
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(Zip
Code)
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(847)
404-1964
(Registrants
telephone number, including area code)
Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes [x] No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated file. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x.
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(Do
not check if a smaller reporting company)
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1
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes No
[x]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [x]
The
issuer had no revenues for the year ended September 30, 2008.
Aggregate
market value of the voting stock held by non-affiliates computed by reference to
the closing price at which the common stock sold on the Pink Sheets on December
29, 2008 was $1,458,120. The voting stock held by non-affiliates on that date
consisted of 4,065,985 shares of common stock.
Number of
shares outstanding of each of the issuer's class of common stock as of December
30, 2008:
Common
Stock: 5,832,482
Preferred
Stock: 0
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We are a
development stage company with no operating history and, accordingly, you
will have no basis upon which to evaluate our ability to achieve our
business objectives. We have entered into a new development stage
and have not generated any revenue during this time. During the year ended
September 30, 2007, we offset a $60,364 waiver of tax liability penalty
against general and administrative expenses. Therefore, our ability to
begin new operations is dependent upon raising money and acquiring an
operating company. Because we do not have an operating history, you will
have no basis upon which to evaluate our ability to achieve our business
objectives, which are to raise money and acquire one or more domestic and/
or foreign operating businesses, possibly in the technology sector. We
will not generate any revenues until, at the earliest, if at all, after
the consummation of a business combination. We cannot assure you that we
can raise the money needed to consummate a business combination. We cannot
assure you as to when, or if, a business combination will occur. If we are
unable to successfully achieve our business objectives, our company and
our stock price would be negatively
impacted.
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Achieving
our business objectives may present conflicts of interest for our current
directors and officers. If our current directors and officers
choose to remain with us after raising money and a business combination,
then they will be negotiating the terms of the money raising and the
business combination, as well as the terms upon which they will continue
to serve as our directors and officers. As such, our current directors and
officers may have a conflict of interest in negotiating the terms of any
money raising and business combination and, at the same time, negotiating
the terms upon which they will continue to serve as our directors and
officers. This could have a negative impact on our company and our stock
price.
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Some or all
of our current directors and officers may resign in conjunction with
bringing in new management of our company, or upon raising money, or upon
consummation of a business combination. We cannot make any
assurances regarding the future roles of our current directors and
officers. We have no employment agreements with any of our existing
management. Some or all of our current directors and officers may resign
in conjunction with bringing in new management of our company, or upon
raising money, or upon consummation of a business combination. This could
have a negative impact on our company and our stock
price.
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Attracting
new directors and officers may be expensive, and may require that we enter
into long term employment agreements, issue stock options, and otherwise
incentivize the new directors and officers. We may need to attract
new directors and officers in order to achieve our business objectives,
which are to raise money and acquire one or more domestic and/ or foreign
operating businesses, possibly in the technology sector. Attracting new
directors and officers may be expensive, and may require that we enter
into long term employment agreements, issue stock options, and otherwise
incentivize the new directors and officers. This could have a negative
impact on our company and our stock
price.
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We will
have only a limited ability to evaluate potential new directors and
officers, and the management of target businesses. We
may make a determination that our current directors and officers should
not remain, or should reduce their roles, following money raising or a
business combination, based on an assessment of the experience and skill
sets of new directors and officers and the management of target
businesses. We cannot assure you that our assessment of these individuals
will prove to be correct. This could have a negative impact on our company
and our stock price.
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Our chief
executive officer has significant influence over us. The Roberti Jacobs
Family Trust irrevocably conveyed all of its voting power to Gerard M.
Jacobs, our chief executive officer and chairman of our board of
directors. In addition, Mr. Jacobs entered into irrevocable proxy
agreements with stockholders owning an aggregate of 2,900,000
shares of our outstanding common stock. As a result of these agreements,
Mr. Jacobs has voting control over 4,066,497 or 69.7% of our outstanding
common stock. Consequently, Mr. Jacobs exerts significant influence over
us through his ability to influence the election of directors and all
other matters that require action by our stockholders. The voting power of
Mr. Jacobs could have the effect of preventing or delaying a change in
control of our company which he opposes even if our other stockholders
believe it is in their best interests. In addition, Mr. Jacobs has the
ability to influence our day-to-day
operations.
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Our
directors and officers allocate their time to other businesses, thereby
causing conflicts of interest in their determination as to how much time
to devote to our affairs. This could have a negative impact on our ability
to consummate money raising or a business combination. Our
directors and officers are not required to, and do not, commit their full
time to our affairs, thereby causing conflicts of interest in allocating
their time between our operations and the operations of other businesses.
We do not intend to have any full-time employees prior to the consummation
of a money raising or a business combination. Each of our directors and
officers is engaged in several other business endeavors and is not
obligated to contribute any specific number of hours per day or per week
to our affairs. This situation limits our current directors’ and officers’
ability to devote time to our affairs and could have a negative impact on
our ability to raise money or consummate a business combination. This
could have a negative impact on our company and our stock
price.
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We may
engage in a business combination with one or more target businesses that
have relationships with entities that may be affiliated with our officers
and directors, which may raise potential conflicts of interest. We
may decide to acquire one or more businesses affiliated with our officers
and directors. Despite our agreement to obtain an opinion from an
unaffiliated, independent investment banking firm, which is a member of
FINRA, regarding the fairness to our stockholders from a financial point
of view of a business combination with one or more businesses affiliated
with our officers and directors if our board of directors is unable to
independently determine that the target business or businesses have
sufficient fair market value, potential conflicts of interest may still
exist and, as a result, the terms of the business combination may not be
as advantageous to our public stockholders as it might have been absent
any conflicts of interest. This could have a negative impact on our
company and our stock price.
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We may have
insufficient resources to cover our operating expenses and the expenses of
raising money and consummating a business combination. We have
limited cash to cover our operating expenses for the next 24 months and to
cover the expenses incurred in connection with money raising and a
business combination. It is possible that we could incur substantial costs
in connection with money raising or a business combination. If we do not
have sufficient proceeds available to cover our expenses, we may be forced
to obtain additional financing, either from our management or third
parties. We may not be able to obtain additional financing on acceptable
terms, if at all, and neither our management nor any third party is
obligated to provide any financing. This could have a negative impact on
our company and our stock price.
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The nature
of our proposed operations is speculative and the success of our proposed
plan of operation will depend to a great extent on the operations,
financial condition and management of the companies with which we may
merge or which we acquire. While management intends to
seek a merger or acquisition of privately held entities with established
operating histories, there can be no assurance that we will be successful
in locating an acquisition candidate meeting such criteria. In the event
we complete a merger or acquisition transaction, of which there can be no
assurance, our success if any will be dependent upon the operations,
financial condition and management of the acquired company, and upon
numerous other factors beyond our control. If the operations, financial
condition or management of the acquired company were to be disrupted or
otherwise negatively impacted following an acquisition, our company and
our stock price would be negatively
impacted.
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We cannot
assess specific business risks because we have not identified the business
opportunities in which we will attempt to obtain an interest. Due
to the fact that we have not identified a target business for acquisition,
we cannot describe the specific risks presented by such business. Among
other risks, such target business may involve an unproven product,
technology or marketing strategy, the ultimate success of which cannot be
assured. The target business may be in competition with larger, more
established firms which may have many competitive advantages over the
target business. Our investment in a target business may be highly risky
and illiquid, and could result in a total loss to us if the acquired
business is unsuccessful. In that case, our company and our stock price
would be negatively impacted.
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We will be
dependent on outside advisors to assist us. In order to supplement
the business experience of management, we may employ accountants,
technical experts, appraisers, attorneys or other consultants or advisors.
The selection of any such advisors will be made by management and without
any control from shareholders. Additionally, it is anticipated that such
persons may be engaged by us on an independent basis without a continuing
fiduciary or other obligation to
us.
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We may be
unable to protect or enforce the intellectual property rights of any
target business that we acquire or the target business may become subject
to claims of intellectual property infringement. After completing a
business combination, the procurement and protection of trademarks,
copyrights, patents, domain names, and trade secrets may be critical to
our success. We will likely rely on a combination of copyright, trademark,
trade secret laws and contractual restrictions to protect any proprietary
technology and rights that we may acquire. Despite our efforts to protect
those proprietary technology and rights, we may not be able to prevent
misappropriation of those proprietary rights or deter independent
development of technologies that compete with the business we acquire.
Litigation may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets, or to determine the
validity and scope of the proprietary rights of others. It is also
possible that third parties may claim we have infringed their patent,
trademark, copyright or other proprietary rights. Claims or litigation,
with or without merit, could result in substantial costs and diversions of
resources, either of which could have an adverse effect on our competitive
position and business. Further, depending on the target business or
businesses that we acquire, it is likely that we will have to protect
trademarks, patents, and domain names in an increasing number of
jurisdictions, a process that is expensive and may not be successful in
every location. These factors could negatively impact our company and our
stock price.
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Our limited
funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and
analysis of a business opportunity. Our management’s decision to
commit our capital or other resources to an acquisition will likely be
made without detailed feasibility studies, independent analysis, market
surveys, etc. We will be particularly dependent in making
decisions upon information provided by the promoter, owner, sponsor, or
others associated with the business opportunity seeking our participation.
There are numerous individuals, publicly held companies, and privately
held companies seeking merger and acquisition prospects. There is
significant competition among such groups for attractive merger and
acquisition prospects. However, the number of suitable and attractive
prospects is limited and we may find a scarcity of suitable companies with
audited financial statements seeking merger
partners.
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If we are
deemed to be an investment company, we may be required to institute
burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete a business
combination. Although we will be subject to
regulation under the Securities Act and the Exchange Act, management
believes we will not be subject to regulation under the Investment Company
Act insofar as we will not be engaged in the business of investing or
trading in securities. In the event we engage in business combinations
which result in us holding passive investment interests in a number of
entities, we could be subject to regulation under the Investment Company
Act. In such event, we will be required to register as an investment
company and could be expected to incur significant registration and
compliance costs. We have obtained no formal determination from the SEC as
to our status under the Investment Company Act, and consequently, any
violation of such Act will subject us to material adverse
consequences.
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There is a
lack of meaningful public market for our securities. Although our
common stock is available for trading on the Pink Sheets, at present no
active market exists for our common stock and there is no assurance that a
regular trading market will develop and if developed, that it will be
sustained. A purchaser of stock may, therefore, be unable to resell our
common stock should he or she desire to do so. Furthermore, it is unlikely
that a lending institution will accept our common stock as pledged
collateral for loans.
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Our
acquisitions of businesses may be extremely risky and we could lose all or
part of our investments. We may invest in technology businesses or
other risky industries. An investment in these companies may be extremely
risky because, among other things, the companies we are likely to focus
on:
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typically
have limited operating histories, narrower product lines and smaller
market shares than larger businesses, which tend to render them more
vulnerable to competitors’ actions and market conditions, as well as
general economic downturns;
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tend
to be privately-owned and generally have little publicly available
information and, as a result, we may not learn all of the material
information we need to know regarding these
businesses;
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are
more likely to depend on the management talents and efforts of a small
group of people; and, as a result, the death, disability, resignation or
termination of one or more of these people could have an adverse impact on
the operations of any business that we may
acquire;
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may
have less predicable operating
results;
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may
from time to time be parties to
litigation;
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may
be engaged in rapidly changing businesses with products subject to a
substantial risk of obsolescence;
and
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may
require substantial additional capital to support their operations,
finance expansion or maintain their competitive
position.
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We must pay
expenses on behalf of our officers and directors and indemnify them for
wrongdoing. Our Bylaws specifically limit the liability of our
officers and directors to the fullest extent permitted by law. As a
result, aggrieved parties may have a more limited right to action than
they would have had if such provisions were not present. The Bylaws also
provide for indemnification of our officers and directors for any losses
or liabilities they may incur as a result of the manner in which they
operated our business or conducted internal affairs, provided that in
connection with these activities they acted in good faith and in a manner
which they reasonably believed to be in, or not opposed to, our best
interest. Use of our capital or assets for such indemnification would
reduce amounts available for the operations or for distribution to our
investors, which would adversely affect our company and our stock
price.
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General
economic conditions may adversely affect our financial condition and
results of operations. Periods of economic
slowdown or recession in the United States and in other countries, rising
interest rates or declining demand for technology products, or the public
perception that any of these events may occur, could result in a general
decline in technology products sales, which would adversely affect our
financial position, results of operations, cash flow, and ability to
satisfy our debt service obligations and to generate revenues. These
factors could negatively affect our company and our stock
price.
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A
relatively small number of stockholders and managers have significant
influence over us.
A small number of our stockholders and members of our board of
directors and management acting together would be able to exert
significant influence over us through their ability to influence the
election of directors and all other matters that require action by our
stockholders. The voting power of these individuals could have the effect
of preventing or delaying a change in control of our company which they
oppose even if our other stockholders believe it is in their best
interests. In addition, all of our executive officers have the ability to
influence our day-to-day operations. These factors could negatively affect
our company and our stock price.
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We are
dependent upon the efforts of unpaid directors and officers. Our
current directors and officers do not receive any salaries or other
monetary remuneration for their time and efforts expended on our behalf.
There is no assurance that such directors and officers will continue to
serve without any monetary remuneration. If our current directors and
officers were to resign, our company and the price of our stock would be
negatively impacted.
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There is a
significant likelihood of dilution of our existing
stockholders. It is likely that the anticipated value of the
business and/or assets that we acquire relative to the current value of
our securities will result in the issuance of a relatively large number of
shares and, as a result, substantial additional dilution to the percentage
ownership of our current stockholders. If such dilution were to occur, the
price of our stock would be negatively
impacted.
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There is a
possibility of further dilution to our stockholders’ ownership as a result
of a reverse split of our common stock. Despite the lack of
present plans to do so, we may in the future effectuate a reverse split of
our common stock. The reasons for a reverse stock split can include
maintaining a minimum share price in connection with attempted
qualification for a stock exchange. A negative result of such a measure is
that the number of shares owned by the stockholders will decrease and the
number of shares available for issuance from our authorized stock pool
would increase. The result would be greater potential dilution of
stockholders ownership than would result from dilution in connection with
issuance of stock that has not been reverse
split.
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PART
I
ITEM
1. BUSINESS
We
were organized under the laws of the State of Nevada on January 2, 1986. In
August 2001, we ceased all of our prior operations and remained dormant from
then until May 27, 2004 when we began our current development stage activities.
We have had no material operations in the past three years.
We propose to seek, investigate and, if
warranted, acquire an interest in one or more businesses. As of the date hereof,
we have no business opportunities or ventures under contemplation for
acquisition or merger. We propose to investigate potential opportunities,
particularly focusing upon existing privately held businesses whose owners are
willing to consider merging their businesses into our company in order to
establish a public trading market for their common stock, and whose managements
are willing to operate the acquired businesses as divisions or subsidiaries of
our company. The businesses we acquire may or may not need an injection of cash
to facilitate their future operations.
We are interested in acquiring a
technology sector business, especially an Internet oriented business, but we
currently do not intend to restrict our search for investment opportunities to
any particular industry or geographical location and may, therefore, engage in
essentially any business. Our executive officers will review material furnished
to them by the proposed merger or acquisition candidates and will ultimately
decide if a merger or acquisition is in our best interests and the interests of
our shareholders. We intend to source business opportunities through our
officers and directors and their contacts. Those contacts include
professional advisors such as attorneys and accountants, securities broker
dealers, venture capitalists, members of the financial community, other
businesses and others who may present solicited and unsolicited proposals.
Management believes that business opportunities and ventures may become
available to it due to a number of factors, including, among others: (1)
management’s willingness to consider a wide variety of businesses; (2)
management’s contacts and acquaintances; and (3) our flexibility with respect to
the manner in which we may be able to structure, finance, merge with or acquire
any business opportunity.
8
The analysis
of new business opportunities will be undertaken by or under the supervision of
our executive officers and directors. Inasmuch as we will have limited funds
available to search for business opportunities and ventures, we will not be able
to expend significant funds on a complete and exhaustive investigation of such
business or opportunity. We will, however, investigate, to the extent believed
reasonable by our management, such potential business opportunities or ventures
by conducting a so-called “due diligence investigation”.
In a so-called “due diligence
investigation”, we intend to obtain and review materials regarding the business
opportunity. Typically such materials will include information regarding a
target business’ products, services, contracts, management, ownership, and
financial information. In addition, we intend to cause our officers or agents to
meet personally with management and key personnel of target businesses, ask
questions regarding our prospects, tour facilities, and conduct other reasonable
investigation of the target business to the extent of our limited financial
resources and management and technical expertise.
Our
executive officers anticipate funding our operations, including providing funds
necessary to search for acquisition candidates, until an acquisition candidate
is found. Accordingly, no alternative cash resources have been explored. We
expect the investigation of specific business opportunities and the negotiation,
drafting and execution of relevant agreements, disclosure documents and other
instruments will require substantial management time and attention and costs for
legal, accounting and other relevant professional services.
We seek
target businesses that have a potential for growth, indicated by new technology,
anticipated market expansion or new products, a competitive position in their
space, strong management, audited financial statements or financial statements
capable of audit.
We are
currently insolvent. We have very little cash on hand and our payables are
greater than our cash on hand. We have no income generating ability and are
therefore reliant on raising money from loans or stock sales. These conditions
raise substantial doubt about our ability to continue as a going concern. Nevertheless,
our financial statements are presented on the assumption that we will continue
as a going concern.
Business
Acquisition
The
structure of our participation in a business opportunity or venture will be
situational. We may structure our acquisitions as an asset purchase, merger, or
an acquisition of securities. It is likely that the anticipated value of the
business and/or assets that we acquire relative to the current value of our
securities will result in the issuance of a relatively large number of shares
and, as a result, substantial additional dilution to the percentage ownership of
our current stockholders. Moreover, our present management and shareholders may
not have control of a majority of our voting shares following a business
acquisition or other reorganization transaction. It is possible that the
shareholders of the acquired entity will gain control of our voting stock and
our directors may resign and new directors may be appointed without any vote by
the shareholders. Those directors are entitled to replace our officers without
stockholder vote.
9
We
are not an "investment adviser" under the Federal Investment Advisers Act of
1940, which classification would involve a number of negative considerations.
Accordingly, we will not furnish or distribute advice, counsel, publications,
writings, analysis or reports to anyone relating to the purchase or sale of any
securities within the language, meaning and intent of Section 2(a)(11) of the
Investment Advisers Act (15 U.S.C. 80b2(a)(11)).
We
may become involved in a business opportunity through purchasing or exchanging
the securities of such business. We do not intend, however, to engage primarily
in such activities and we are not registered as an "investment company" under
the Federal Investment Company Act of 1940. We believe such registration is not
required.
We
must conduct our activities so as to avoid becoming inadvertently classified as
a transient "investment company" under the Federal Investment Company Act, which
classification would affect us adversely in a number of respects. Section 3(a)
of the Investment Company Act provides the definition of an "investment company"
which excludes an entity which does not engage primarily in the business of
investing, reinvesting or trading in securities, or which does not engage in the
business of investing, owning, holding or trading "investment securities"
(defined as "all securities other than United States government securities or
securities of majority-owned subsidiaries",) the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). We intend to implement our business plan in a manner which will result
in the availability of this exemption from the definition of "investment
company." We propose to engage solely in seeking an interest in one or more
business opportunities or ventures.
Effective
January 14, 1981, the SEC adopted Rule 3a-2 which deems that an issuer is not
engaged in the business of investing, reinvesting, owning, holding or trading in
securities for purposes of Section 3(a)(1) cited above if, during a period of
time not exceeding one year, the issuer has a bona fide intent to be engaged
primarily, or as soon as reasonably possible (in any event by the termination of
a one year period of time), in a business other than that of investing,
reinvesting, owning, holding or trading in securities and such intent is
evidenced by our business activities.
Offices
Our
corporate headquarters are located at 31 N. Suffolk Lane, Lake Forest, Illinois
60045. We do not have a dedicated corporate office. There are no agreements or
understandings with respect to any office facility subsequent to the completion
of an acquisition. We may relocate our corporate headquarters in connection with
a change in the management of our company, or in connection with the completion
of a merger or acquisition.
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Employees
We
currently have no salaried employees. We expect to address our need for
employees in connection with money raising and acquisitions. We expect to use
attorneys and accountants as necessary.
Reports
to Security Holders.
Acquired Sales is subject to reporting obligations under the Exchange Act. These
obligations include an annual report under cover of Form 10-K, with audited
financial statements, unaudited quarterly reports and the requisite proxy
statements with regard to annual shareholder meetings. The public may read and
copy any materials Acquired Sales files with the SEC at the SEC's Public
Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain
information of the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0030. The SEC maintains an Internet site (http://www.sec.gov) that-
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC.
ITEM
2. DESCRIPTION OF PROPERTY
Acquired
Sales is provided rent-free office space by an officer and director of Acquired
Sales at 31 N. Suffolk Lane, Lake Forest, Illinois 60045. Acquired Sales is not
responsible for reimbursement of out-of-pocket office expenses such as
telephone, postage or supplies.
Acquired
Sales owns no property.
ITEM
3. LEGAL PROCEEDINGS
Not
applicable.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not
applicable.
PART
II
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) Market
Information; Re-sale.
Acquired
Sales’ common stock is listed for trading on the Pink Sheets under the symbol
AQSP, but has limited trading for the past several years. Approximately
1,166,497 unregistered shares of common stock were issued by Acquired Sales when
it had no significant operations. On December 6, 2008, the Securities and
Exchange Commission issued its final revised regulations amending Rule 144 and
Rule 145 under the Securities Act of 1933, as amended. Under the amendments, 144
is available for the resale of restricted or unrestricted securities that were
initially issued by a reporting or non-reporting shell company or an issuer that
has been at any time previously a reporting or non-reporting shell company,
only if the following conditions are met:
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The
issuer of the securities that was formerly a reporting or non-reporting
shell company has ceased to be a shell
company;
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The
issuer of the securities is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange
Act;
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The
issuer of the securities has filed all reports and material required to be
filed under Section 13 or 15(d) of the Exchange Act, as applicable during
the preceding 12 months;
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At
least one year has elapsed from the time that the issuer filed current
Form 10 information with the Commission reflecting its status as an entity
that is not a shell company.
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Thus,
such shares are not eligible for sale under the provisions of Rule 144 and
therefore may not be re-sold into the public market until registered with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
or for at least one year from Acquired Sales ceasing to be a shell corporation,
which has yet to occur.
(b) Holders.
As
of December 30, 2008, a total of 5,832,482 shares of Acquired Sales’ common
stock were outstanding and there were 217 holders of record of Acquired Sales’
common stock. In addition to our outstanding common stock, on September 30,
2007, Company issued warrants exercisable for 175,000 shares of common stock at
$0.10 per share. These warrants have not been issued into shares of common
stock, but may be exercised at any time in the sole discretion of the
holder.
(c) Dividend
Policy.
Acquired
Sales has not paid any dividends since it is inception. Acquired Sales currently
intends to retain any earnings for use in its business, and therefore does not
anticipate paying dividends in the foreseeable future.
ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Results of
Operations
For
the Year Ended September 30, 2008 compared with Period Ended September 30,
2007
During
the year ended September 30, 2008, we had no revenue, had a net loss of $34,706,
and used $23,263 of cash in our operating activities. Our operating expenses
decreased by $13,905 from $48,611 for the year ended September 30, 2007. The
decreased operating expenses resulted principally from decreased professional
fees paid in 2008 as compared with 2007. We had a net loss for the year ended
September 30, 2008 of $34,706 compared to a net loss of $217 in 2007. Our modest
net loss for the year ended September 30, 2007 was a relative anomaly solely due
to the requirement that the IRS’s waiver of tax penalty be deemed income. We
returned to our typical net loss range in 2008 due to the absence of waiver of
tax penalty being deemed income.
12
We
intend to evaluate, structure and complete a merger with, or acquisition of,
prospects consisting of private companies, partnerships or sole proprietorships.
We may seek to acquire a controlling interest in such entities in contemplation
of later completing an acquisition.
Liquidity and Capital
Resources
As
of September 30, 2008, we had cash on hand of $670, compared to cash on hand of
$23,933 at September 30, 2007. In addition, at September 30, 2008 accounts
payable amounted to $750 despite our cash balance of $670. These conditions
raise substantial doubt about our ability to continue as a going concern. Our
ability to meet our ongoing financial requirements is dependent on management
being able to obtain additional equity and/or debt financing, the realization of
which is not assured. In addition, we are dependent on management being willing
to continue to serve without monetary remunerations.
13
ITEM
7. FINANCIAL STATEMENTS
ACQUIRED
SALES CORP.
(a
development stage enterprise)
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AND
FINANCIAL
STATEMENTS
September
30, 2008 and 2007
F
ACQUIRED
SALES CORP.
(a
development stage enterprise)
INDEX TO
FINANCIAL STATEMENTS
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
Balance
Sheets, September 30, 2008 and 2007
|
F-2
|
Statements
of Operations for the years ended September 30, 2008 and 2007 and for the
Period from May 27, 2004 (Date of Inception of the Development Stage)
through September 30, 2008
|
F-3
|
Statements
of Stockholders’ Equity (Deficit) for the Period from May 27, 2004 (Date
of Inception of the Development Stage) through September 30, 2006, and for
the
Years
Ended September 30, 2007and 2008
|
F-4
|
Statements
of Cash Flows for the years ended September 30, 2008 and 2007 and for the
Period from May 27, 2004 (Date of Inception of the Development
Stage) through September 30, 2008
|
F-5
|
Notes
to Financial Statements
|
F-6
|
F
HANSEN, BARNETT & MAXWELL, P.C.
A Professional
Corporation
CERTIFIED PUBLIC
ACCOUNTANTS
5 Triad Center, Suite
750
Salt Lake City, UT
84180-1128
Phone: (801)
532-2200
Fax: (801)
532-7944
www.hbmcpas.com
|
Registered with the Public Company
Accounting
Oversight Board
A
Member of the Forum of Firms
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and the Shareholders
Acquired
Sales Corp.
We have
audited the accompanying balance sheets of Acquired Sales Corp. (a development
stage enterprise) as of September 30, 2008 and the related statements of
operations, stockholders' equity (deficit), and cash flows for the years then
ended and 2007 and for the cumulative period from May 27, 2004 (date of
inception of the development stage) through September 30, 2008. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Acquired Sales Corp. as of
September 30, 2008 and 2007 and the results of its operations and its cash flows
for the years then ended and for the cumulative period from May 27, 2004 (date
of inception of the development stage) through September 30, 2008, in conformity
with accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is in the development stage and during the years ended
September 30, 2008 and 2007, it incurred losses from operations and had negative
cash flows from operating activities. As of September 30, 2008, the Company had
not generated any revenue from operations since the date of inception of the
development stage. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements do not include
any adjustments relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities that might
result should the Company be unable to continue as a going concern.
HANSEN, BARNETT & MAXWELL, P.C.
Salt Lake
City, Utah
December
23, 2008
F-1
ACQUIRED
SALES CORP.
|
||||||||
(a
development stage enterprise)
|
||||||||
Balance
Sheets
|
||||||||
September
30,
|
||||||||
2008
|
2007
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
|
$ | 670 | $ | 23,933 | ||||
Prepaid expense
|
- | 14,374 | ||||||
TOTAL
ASSETS
|
$ | 670 | $ | 38,307 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
Liabilities:
|
||||||||
Accounts payable
|
$ | 750 | $ | 3,681 | ||||
Total
Current Liabilities
|
750 | 3,681 | ||||||
Stockholders'
Equity:
|
||||||||
Preferred stock, $0.001 par value, 10,000,000 shares
|
||||||||
authorized, no shares issued and outstanding
|
- | - | ||||||
Common stock, $0.001 par value, 50,000,000 shares
|
||||||||
authorized, 5,832,482 shares issued and outstanding
|
5,833 | 5,833 | ||||||
Additional paid-in capital
|
145,967 | 145,967 | ||||||
Deficit accumulated prior to the development stage
|
(69,151 | ) | (69,151 | ) | ||||
Deficit accumulated during the development stage
|
(82,729 | ) | (48,023 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
(80 | ) | 34,626 | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
(DEFICIT)
|
$ | 670 | $ | 38,307 | ||||
See
accompanying notes to the financial statements.
|
F-2
ACQUIRED
SALES CORP.
|
||||||||||||
(a
development stage enterprise)
|
||||||||||||
Statements
of Operations
|
||||||||||||
For
the period
|
||||||||||||
May
27, 2004
|
||||||||||||
(Date
of Inception
|
||||||||||||
For
the Years Ended
|
of
the Development
|
|||||||||||
September
30,
|
Stage)
through
|
|||||||||||
2008
|
2007
|
September
30, 2008
|
||||||||||
Expenses:
|
||||||||||||
General and administrative
|
$ | (34,606 | ) | $ | (60,581 | ) | $ | (136,942 | ) | |||
Waiver of tax liability penalty
|
- | 60,364 | 60,364 | |||||||||
Interest
|
(100 | ) | - | (6,151 | ) | |||||||
Net
Loss
|
$ | (34,706 | ) | $ | (217 | ) | $ | (82,729 | ) | |||
Basic
and diluted loss per share
|
$ | (0.01 | ) | $ | (0.00 | ) | ||||||
Basic
and diluted weighted average
|
||||||||||||
common shares outstanding
|
5,832,482 | 4,883,305 | ||||||||||
See
accompanying notes to the financial
statements.
|
F-3
ACQUIRED
SALES CORP.
|
||||||||||||||||||||||||
(a
development stage enterprise)
|
||||||||||||||||||||||||
Statements
of Stockholders' Equity (Deficit)
|
||||||||||||||||||||||||
for
the Period from May 27, 2004 (Date of Inception of the Development
Stage)
|
||||||||||||||||||||||||
through
September 30, 2006, and for the Years Ended September 30, 2007, and
2008
|
||||||||||||||||||||||||
Deficit
|
Deficit
|
|||||||||||||||||||||||
Accumulated
|
Accumulated
|
Total
|
||||||||||||||||||||||
Additional
|
Prior
to the
|
During
the
|
Stockholders'
|
|||||||||||||||||||||
Common
Stock
|
Paid-in
|
Development
|
Development
|
Equity
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Stage
|
(Deficit)
|
|||||||||||||||||||
Balance,
May 27, 2004 (Date of
|
||||||||||||||||||||||||
Inception of the Development
|
||||||||||||||||||||||||
Stage)
|
684,990 | $ | 685 | $ | (685 | ) | $ | (69,151 | ) | $ | - | $ | (69,151 | ) | ||||||||||
Common
stock issued for cash,
|
||||||||||||||||||||||||
May 2004, $0.001 per share
|
4,000,000 | 4,000 | 36,000 | - | - | 40,000 | ||||||||||||||||||
Common stock redeemed for
|
||||||||||||||||||||||||
cash, May 2004, $0.001
|
||||||||||||||||||||||||
per share
|
(19,005 | ) | (19 | ) | (171 | ) | - | - | (190 | ) | ||||||||||||||
Capital contributed by officer,
|
||||||||||||||||||||||||
September 30, 2004
|
- | - | 20 | - | - | 20 | ||||||||||||||||||
Net loss
|
- | - | - | - | (47,806 | ) | (47,806 | ) | ||||||||||||||||
Balance,
September 30, 2006
|
4,665,985 | 4,666 | 35,164 | (69,151 | ) | (47,806 | ) | (77,127 | ) | |||||||||||||||
Conversion of note payable to
|
||||||||||||||||||||||||
related party into common stock
|
||||||||||||||||||||||||
July 2007, $0.086 per share
|
1,166,497 | 1,167 | 98,833 | - | - | 100,000 | ||||||||||||||||||
Issuance of 175,000 warrants
|
||||||||||||||||||||||||
for services, August 2007,
|
- | - | 11,970 | - | - | 11,970 | ||||||||||||||||||
$0.068 per warrant
|
||||||||||||||||||||||||
Net loss
|
- | - | - | - | (217 | ) | (217 | ) | ||||||||||||||||
Balance,
September 30, 2007
|
5,832,482 | 5,833 | 145,967 | (69,151 | ) | (48,023 | ) | 34,626 | ||||||||||||||||
Net loss
|
- | - | - | - | (34,706 | ) | (34,706 | ) | ||||||||||||||||
Balance,
September 30, 2008
|
5,832,482 | $ | 5,833 | $ | 145,967 | $ | (69,151 | ) | $ | (82,729 | ) | $ | (80 | ) | ||||||||||
See
accompanying notes to the financial statements.
|
F-4
ACQUIRED
SALES CORP.
|
||||||||||||
(a
development stage enterprise)
|
||||||||||||
Statements
of Cash Flows
|
||||||||||||
For
the period
|
||||||||||||
May
27, 2004
|
||||||||||||
(Date
of Inception
|
||||||||||||
For
the Years Ended
|
of
the Development
|
|||||||||||
September
30,
|
Stage)
through
|
|||||||||||
2008
|
2007
|
September
30, 2008
|
||||||||||
Cash
Flows from Operating Activities:
|
||||||||||||
Net loss
|
$ | (34,706 | ) | $ | (217 | ) | $ | (82,729 | ) | |||
Adjustments to reconcile net loss to net cash
|
||||||||||||
used in operating activities:
|
||||||||||||
Expenses paid by capital contributed by officer
|
- | - | 20 | |||||||||
Waiver of tax liability penalty
|
- | (60,364 | ) | (60,364 | ) | |||||||
Issuance of warrants for services
|
- | 11,970 | 11,970 | |||||||||
Changes in assets and liabilities:
|
||||||||||||
Prepaid expense
|
14,374 | (14,374 | ) | - | ||||||||
Accounts payable
|
(2,931 | ) | (4,736 | ) | 750 | |||||||
Payroll tax penalties and accrued interest
|
- | (14,838 | ) | (8,787 | ) | |||||||
Net
Cash Used by Operating Activities
|
(23,263 | ) | (82,559 | ) | (139,140 | ) | ||||||
Cash
Flows from Financing Activities:
|
||||||||||||
Proceeds from issuance of note payable to
|
||||||||||||
related party
|
- | 195,000 | 195,000 | |||||||||
Payment of principal on note payable to
|
||||||||||||
related party
|
- | (95,000 | ) | (95,000 | ) | |||||||
Proceeds from issuance of common stock
|
- | - | 40,000 | |||||||||
Redemption
of common stock
|
- | - | (190 | ) | ||||||||
Net
Cash Provided by Financing Activities:
|
- | 100,000 | 139,810 | |||||||||
Net
Increase (Decrease) in Cash
|
(23,263 | ) | 17,441 | 670 | ||||||||
Cash
at beginning of period
|
23,933 | 6,492 | - | |||||||||
Cash
at End of Period
|
$ | 670 | $ | 23,933 | $ | 670 | ||||||
Supplemental
Cash Flow Information
|
||||||||||||
Cash
paid for interest
|
$ | 100 | $ | - | ||||||||
Supplemental
Schedule of Noncash Investing
|
||||||||||||
and
Financing Transactions
|
||||||||||||
Conversion of $100,000 note payable to related
|
||||||||||||
party into 1,166,497 shares of common stock
|
$ | - | $ | 100,000 | ||||||||
See
accompanying notes to the financial statements.
|
F-5
Acquired
Sales Corp.
(a
development stage enterprise)
Notes
to Financial Statements
Note
1 – Organization and Summary of Significant Accounting Policies
Acquired
Sales Corp. (the “Company”) was incorporated under the laws of the State of
Nevada on January 2, 1986. In August 2001, the Company ceased all of its prior
operations and remained dormant from then until May 27, 2004 when it began new
development stage activities.
Development stage
enterprise – The Company is a development stage enterprise and has not
engaged in any operations that have generated any revenue. The Company’s efforts
have been devoted primarily to raising capital, borrowing funds and attempting
to enter into a reverse acquisition with an operating entity.
Use of estimates –
These financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America and require that management
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities. The use of
estimates and assumptions may also affect the reported amounts of revenues and
expenses. Actual results could differ from those estimates or
assumptions.
Basic and diluted loss per
share of common stock – Basic loss per share is computed by dividing the
net loss by the weighted average number of common shares outstanding during the
period. Diluted loss per share is computed by dividing the net loss by the
weighted average number of common shares outstanding and dilutive potential
common shares. There were 175,000 warrants outstanding at September
30, 2008 and 2007 that were excluded from the calculation of diluted loss per
share as their effect was anti-dilutive.
Business condition –
The Company’s financial statements have been prepared using accounting
principles generally accepted n the United States of America applicable to a
going concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. During the year ended September
30, 2008, the Company had no revenue, had a net loss of $34,706, and used
$23,263 of cash in its operating activities. At September 30, 2008 accounts
payable amounted to $750 with a cash balance of $670. These conditions raise
substantial doubt about the Company’s ability to continue as a going concern.
The accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The Company's ability to meet its
ongoing financial requirements is dependent on management being able to obtain
additional equity and/or debt financing, the realization of which is not
assured. In addition, the Company is dependent on management being willing to
continue to serve without monetary remunerations.
Note
2 – Related Party Transactions
During
December 2006, the Company borrowed $100,000 pursuant to an unsecured promissory
note due on demand and bearing interest at 10% per annum, from an entity related
to its current sole officer who is also a director. During the same month, the
Company repaid $95,000 of the principal due under the note. During July 2007,
the Company borrowed an additional $95,000 from the lender. During July 2007,
the Company issued 1,166,497 shares of its common stock at $0.086 per share,
which was equal to or greater than the market value at that date, to the lender
in full satisfaction of the $100,000 and the lender waived the $42 of interest
that had accrued on this debt.
F-6
Note
3 – Waiver of tax liability penalty
During
the periods from December 31, 1998 through December 31, 1999, the business
operated by the Company prior to becoming dormant withheld payroll taxes and
incurred payroll tax obligations that were not paid to the United States
Department of the Treasury, Internal Revenue Service (“IRS”) in a timely manner.
Subsequently, these taxes were paid; however, penalties for the Company’s
failure to make these payments in a timely manner were assessed, including
interest on the penalties. The Company accrued interest on the unpaid penalties
through December 31, 2006. In January 2007, the company filed with the IRS a
request for a compromise and settlement with respect to these outstanding
obligations, which was accepted in September 2007. As a result, the Company paid
$12,000 to extinguish the liability, $2,838 for legal and filing fees, and
$60,364 was recognized as income.
Note
4 – Letter agreement and warrants
Effective
as of August 2007, the Company entered into a Letter Agreement with a private
merchant bank to provide certain services related to the identification,
evaluation and financing of potential acquisitions by the Company. Pursuant to
the Letter Agreement, the merchant fulfilled their obligation to provide
services on December 31, 2007. Under the terms of the
agreement, the Company paid a one-time $20,000 fee and prepaid accountable
expenses of $10,000. At September 30, 2007, the Company had charged to expense
$8,000 of the one-time fee and $7,626 of the accountable expenses. Thus, at
September 30, 2007, the Company’s prepaid expense of $14,374 is comprised of the
unused portion of these two items. In addition, the Company issued warrants
exercisable for 175,000 shares of common stock at $0.10 per share. The Company
valued these warrants at August 2007 at $11,970 using the Black-Scholes option
pricing model with the following assumptions: 150% volatility; risk free
interest rate of 6.25%; 0% yield; and 3.0 year estimated life and charged this
amount to expense. There have not been any changes since these warrants were
valued that would cause the Company to revalue them. Under certain conditions
and events, the Company may become obligated to make additional cash payments of
six percent of the gross proceeds of an equity investment and three percent of
the gross proceeds of a debt investment received by the Company and two percent
of the consideration received by the Company as a transactional fee. The Company
may also be required to issue additional warrants exercisable at the same price
as shares being issued in an equity investment. The intrinsic
value of the warrants at September 30, 2008 was $35,000 based on a share price
of $0.30 on October 1, 2008.
Note
5 – Income Taxes
At
September 30, 2008, the Company had $70,759 of operating loss carryforwards that
expire if unused from 2025 through 2028. Use of the loss carryforwards in the
future will be limited due to changes of ownership of the Company. The
components of the provision for income taxes were as follows:
The net
deferred income tax asset at September 30, 2008 and 2007 consisted of the
following:
2008
|
2007
|
|||||||
Warrants
outstanding
|
$ | 4,465 | $ | 4,465 | ||||
Operating
loss carryforwards
|
26,394 | 13,448 | ||||||
Total
deferred tax assets
|
30,859 | 17,913 | ||||||
Less:
Valuation allowance
|
(30,859 | ) | (17,913 | ) | ||||
Net
Deferred Tax Asset
|
$ | - | $ | - |
F-7
Following
is a reconciliation of income taxes calculated at the federal statutory rates to
the actual income tax provision:
2008
|
2007
|
|||||||
Federal
income tax benefit at statutory rate of 34%
|
$ | (11,800 | ) | $ | (74 | ) | ||
State
income tax benefit, net of federal effect
|
(1,146 | ) | (8 | ) | ||||
Change
in valuation allowance
|
12,946 | 82 | ||||||
Provision
for income taxes
|
$ | - | $ | - |
F-8
ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM
8A. CONTROLS AND PROCEDURES
Introduction
"Disclosure
Controls and Procedures" are defined in Exchange Act Rules 13a-15(e) and 15d -15
(e) as the controls and procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time period specified by the SEC's rules and forms.
Disclosure Controls and Procedures include, among other things, controls and
procedures designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act are accumulated and
communicated to our management, including our principal executive and principal
financial officers, as appropriate, to allow timely decisions regarding
disclosure.
"Internal
Control Over Financial Reporting" is defined in Exchange Act Rules 13a -15(f)
and 15d - 5(f) as a process designed by, or under the supervision of, an
issuer's principal executive and principal financial officers, or persons
performing similar functions, and effected by an issuer's board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. It includes those policies and procedures that (1) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and disposition of an issuer; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the issuer; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer's assets that could have a
material adverse effect on the financial statements.
We
have endeavored to design our Disclosure Controls and Procedures and Internal
Controls Over Financial Reporting to provide reasonable assurances that their
objectives will be met. All control systems are subject to inherent limitations,
such as resource constraints, the possibility of human error, lack of knowledge
or awareness, and the possibility of intentional circumvention of these
controls. Furthermore, the design of any control system is based, in part, upon
assumptions about the likelihood of future events, which assumptions may
ultimately prove to be incorrect. As a result, no assurances can be made that
our control system will detect every error or instance of fraudulent conduct,
which could have a material adverse impact on our results of operations or
financial condition.
14
Evaluation of Disclosure
Controls and Procedures
Our
management, with the participation of our Chief Executive Officer acting as
principal executive and financial officer, has evaluated the effectiveness of
our Disclosure Controls and Procedures as of the end of the period covered by
this report. Based on this evaluation, the Chief Executive Officer acting as
principal executive and financial officer has concluded that our Disclosure
Controls and Procedures as of the end of the period covered by this report were
designed to ensure that material information relating to the Company is made
known to the Chief Executive Officer acting as principal executive and financial
officer by others within the Company, particularly during the period in which
this report was being prepared, and that our Disclosure Controls and Procedures
were effective. There were no changes to our Internal Controls Over Financial
Reporting during the year ended September 30, 2008 that has materially affected
or is reasonably likely to materially affect our Internal Controls Over
Financial Reporting.
ITEM
8B. OTHER INFORMATION
None.
PART
III
ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The
following table sets forth certain information regarding our current Directors
and Executive Officers as of December 30, 2008. Each director holds office
from election until the next annual meeting of stockholders or until their
successors is duly elected and qualified.
Name
|
Age
|
Position
|
||
Gerard
M. Jacobs
|
53
|
Chairman,
chief executive officer, president, secretary,
treasurer
|
||
Joshua
A. Bloom, M.D.
|
52
|
Director
|
||
Roger
S. Greene
|
53
|
Director
|
||
James
S. Jacobs, MD
|
54
|
Director
|
||
Michael
D. McCaffrey
|
62
|
Director
|
||
Richard
E. Morrissy
|
54
|
Director
|
||
15
Our
Directors serve in such capacity until the next annual meeting of our
shareholders and until their successors have been elected and qualified. Our
officers serve at the discretion of our Board of Directors, until their death,
or until they resign or have been removed from office. We have an
audit, nominating and compensation committee consisting of Roger Greene, Michael
D. McCaffrey, Joshua
A. Bloom and Richard E. Morrissy as members of each. We have not adopted a Code
of Ethics or an Audit Committee charter.
Gerard M. Jacobs, chairman of the board of
directors, chief executive officer, president, secretary,
treasurer, age 53, has been a private investor since 2006. In 2001, Mr.
Jacobs took control of CGI Holding Corporation, and served as its CEO and member
of its board of directors until 2006. Under Mr. Jacobs' guidance, CGI Holding
Corporation changed its name to Think Partnership Inc., made a number of
acquisitions primarily of businesses involved in online marketing and
advertising, and succeeded in having its common stock listed on the American
Stock Exchange. The company is now known as Kowabunga! and its common stock is
currently traded under the American Stock Exchange symbol KOW."
He
received a law degree from the University of Chicago Law School, in 1978; and an
A.B from Harvard College, in 1976 where he was elected to Phi Beta Kappa. Mr.
Jacobs’ brother James Jacobs is also a member of the board of directors of
Acquired Sales.
Joshua A. Bloom, M.D., member of the
board of directors, age 52, has been a practicing physician in Kenosha
Wisconsin since completion of his training in 1988. He is board
Certified in Internal Medicine, Pulmonary Diseases and in Critical Care
Medicine. He has been employed by United Hospital System (formerly known as
Kenosha Hospital and Medical Center) in the Clinical Practice Division from 1995
to present. He had been in practice at the same address from 1988 to
1995.
Dr. Bloom
has served on the board of directors of Kenosha Health Services Corporation
since 1993 and the board of Hospice Alliance, Inc since 1994 and Medical
Director there since 1998. He has also served on the board of the Beth Israel
Sinai Congregation since 1998 where he has been president since
2004.
Dr. Bloom
received a medical degree from the University of Illinois in 1982 and completed
his residency in internal medicine in 1985 and fellowship in Respiratory &
Critical Care Medicine in 1988; both at the University of Illinois. He received
an MS in Organic Chemistry from the University of Chicago in 1978 and a BS in
Chemistry from Yale College in 1977.
Roger S. Greene, member of the board
of directors, age 53, is the Managing Director and
co-founder of Stanmore Capital Partners, LLC, a merchant banking firm that
focuses upon the
acquisition of small cash flow positive private companies, primarily in the
health care services
business. He is also owner and CEO of Marquette Advisors, Inc., a firm that
provides consulting
in the same areas. Projects have included a roll up of sleep diagnostic centers,
acquisitions of companies in the blood plasma collection business and specialty
medical education
field. Previously, he has worked with Brazos Fund and Lone Star Fund as general
counsel.
For Lone Star, Mr. Greene was responsible for negotiation and structuring of
asset acquisitions
from foreign entities. Prior to that time, he also worked on resolution and
management
of the assets of American Savings and Loan Association after the acquisition of
American
Savings Bank by the Robert M. Bass Group. Mr. Greene has also acted as a
principal in real
estate and operating company acquisitions. Mr. Greene resides in
California.
16
James S. Jacobs, MD, member of the
board of directors, age 54 is a Physician in the Department of Radiation
Oncology, at St. Joseph Hospital in Denver, Colorado. He was previously the
Resident Physician in Radiation Oncology at Rush Medical Center in Chicago,
Illinois. Dr. Jacobs did a residency in Radiation Oncology at Rush Medical
Center in Chicago, Illinois and an internal medicine internship and residency at
the University of Colorado Medical Center in Denver, Colorado.
Dr.
Jacobs received a BA in Neuroscience from Amherst College in Amherst,
Massachusetts in 1976.
Michael D. McCaffrey, member of the
board of directors, age 62, is an attorney practicing in Irvine,
California and specializing in commercial and business litigation. Mr. McCaffrey
has tried more than 100 jury and non-jury trials, representing numerous large
companies, institutional lenders, real estate developers, contractors and
various public and private corporations, partnerships and sole proprietorships.
He has had sole or primary responsibility for defense and prosecution of
significant matters including real property secured transactions; real estate
syndication/fraud; partnership disputes/accounting/dissolution actions;
corporate control; insurance (policyholders’ interests and insurers’ interests);
employment litigation; prosecution, defense and expert witness on professional
liability claims involving attorneys and accountants; construction, including
prosecution and defense of major defect cases; and various business tort
cases.
Mr.
McCaffrey received his Juris Doctor in 1974 from the University of Denver
College of Law where he was a member of the University of Denver Law Review
(qualified by class rank, top 5%) and received a B.S. in Engineering from UCLA
in 1968.
Richard E. Morrissy, member of the
board of directors, age 54, is the Senior Research Specialist and project
coordinator in the Pharmaceutical Sciences, School of Pharmacy, University of
Illinois at Chicago. Mr. Morrissy is a project coordinator for the School of
Pharmacy. His duties include serving as project coordinator on four
clinical trial research projects funded by the National Institutes of Health’s
National Cancer Institute. The School of Pharmacy projects have involved
multiple research projects utilizing Lycopene in restoring DNA damage in men’s
prostates. The project at UIC’s internationally acclaimed Occupational Therapy
School involved the setup and running of focus groups with impaired individuals
to create a movement and activity computer survey for the World Health
Organization.
During
his tenure, Mr. Morrissy has managed clinical research trials including the
submission of institutional review board documents and grant proposals,
recruitment of subjects and data management and storage. He has also
designed and led focus groups, designed and critiqued research surveys, edited
manuscripts and scientific journals.
He
received a B.A. in History from Western Illinois University in
1976.
17
Section 16(a) Beneficial
Ownership Compliance.
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the Securities and Exchange Commission
initial statements of beneficial ownership, reports of changes in ownership and
annual reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the Securities and Exchange
Commission regulations to furnish us with copies of all Section 16(a) reports
they file. Such persons are further required by SEC regulation to furnish us
with copies of all Section 16(a) forms (including Forms 3, 4 and 5) that they
file. Based solely on our review of the copies of such forms received by us with
respect to fiscal year 2008, or written representations from certain reporting
persons, we believe all of our directors and executive officers met all
applicable filing requirements, except as described in this
paragraph:
L. Dee
Hall, a beneficial owner of over 10% of our shares outstanding, has not filed a
Form 3.
ITEM
10. EXECUTIVE COMPENSATION
None
of our executive officers or directors currently receive compensation in excess
of $100,000 per year, nor do any currently receive stock options, stock grants
or any other form of non-cash remuneration and none currently receive any
compensation.
Aggregate Option Exercise of
Last Fiscal year and Fiscal Year-End Option Values
There
were no executive officers' unexercised options at September 30, 2008. No shares
of Common Stock were acquired upon exercise of options during the fiscal year
ended September 30, 2008.
18
ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth the common stock ownership of (i) each person known
by Acquired Sales to be the beneficial owner of five percent or more of Acquired
Sales’ common stock as of December 30, 2008. All ownership is of
record and beneficial. None of our officers or members of our board of directors
hold any stock.
Name and Address of Beneficial
Owner
|
Number
of Common stock
Beneficially
Owned
|
Percentage
of Class
|
|
Leonard
D. Hall
1029
E. 380 North Cir
American
Fork, Utah, 84003
|
600,000
|
10.2%
|
|
Roberti
Jacobs Family Trust u/a/d 11-11-99 (1)
31
N. Suffolk Lane
Lake
Forest, Illinois 60045
|
1,166,497
|
20.0%
|
(1)
|
The
Roberti Jacobs Family Trust shares trust
irrevocably conveyed all of its voting power to Gerard M. Jacobs, our
chairman, chief executive officer, president, secretary, and
treasurer.
|
ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not
Applicable.
19
|
ITEM
13. EXHIBITS AND REPORTS ON FORM
8-K.
|
|
Exhibits
and Reports on Form 8-K.
|
|
a.
|
Exhibits
(filed with this report unless indicated
below)
|
Exhibit
31.1
|
Certification
of principal executive officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002
|
Exhibit
31.2
|
Certification
of principal financial officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002
|
Exhibit
32.1
|
Certification
of principal executive officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
Exhibit
32.2
|
Certification
of principal financial officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
b. Reports
on Form 8-K
None.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The
Board of Directors has appointed Hansen, Barnett & Maxwell, P.C., as the
independent registered public accountants to audit our consolidated financial
statements for the fiscal year ending September 30, 2008.
Audit Fees. Fees for
audit services totaled $5,646 in 2008 and $8,062 in 2007, including fees
associated with the annual audit, the review of our quarterly reports on Form
10-QSB, comfort letters, consents, assistance with and review of documents to be
filed with the SEC and Section 404 consultation services.
Tax Fees. Fees for
tax services, including tax compliance, tax advice and tax planning totaled $0
in 2008 and $0 in 2007.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on December 30, 2008.
ACQUIRED
SALES CORP.
By: /s/ Gerard M.
Jacobs
Gerard M.
Jacobs, Chief Executive Officer
(Principal
Executive Officer, Principal Financial Officer)
20