LFTD PARTNERS INC. - Quarter Report: 2008 December (Form 10-Q)
FORM
10-Q
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended December 31, 2008
OR
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ________ to ________
Commission
file number 000-51230
Acquired Sales
Corp.
(Exact
name of registrant as specified in its charter)
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Nevada
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87-0479286
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer Identification Number)
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31 N. Suffolk Lane, Lake
Forest, Illinois 60045
(Address
of principal executive offices)
(847)
404-1964
(Registrant’s
telephone number, including area code)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
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 1934 during 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 o.
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):
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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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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No o.
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes o No o.
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 5,832,482 shares of common stock, par
value $.001 per share, outstanding as of February 13, 2009.
ii
ACQUIRED
SALES CORP.
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INDEX -
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Page
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PART
I – FINANCIAL INFORMATION:
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Item
1.
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Financial
Statements:
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F-1
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Unaudited
Condensed Balance Sheets, December 31, 2008 and September 30,
2008
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F-2
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Unaudited
Condensed Statements of Operations for the Three Months Ended December 31,
2008 and 2007 and for the Period from May 27, 2004 (Date of Inception of
the Development Stage) through December 31, 2008
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F-3
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Unaudited
Condensed Statements of Cash Flows for the Three Months Ended December 31,
2008 and 2007 and for the Period from May 27, 2004 (Date of Inception of
the Development Stage) through December 31, 2008
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F-4
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Notes
to Unaudited Condensed Financial Statements
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F-5
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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1
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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3
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Item
4T.
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Controls
and Procedures
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3
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PART II – OTHER
INFORMATION:
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Item
1.
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Legal
Proceedings
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3
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Item
1A.
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Risk
Factors
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3
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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4
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Item
3.
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Defaults
Upon Senior Securities
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4
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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4
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Item
5.
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Other
Information
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4
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Item
6.
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Exhibits
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4
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Signatures
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5
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iii
PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the
opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The
results for the period ended December 31, 2008 are not necessarily indicative of
the results of operations for the full year. These financial statements and
related footnotes should be read in conjunction with the financial statements
and footnotes thereto included in the Company’s Form 10-K filed with the
Securities and Exchange Commission for the period ended September 30,
2008.
F-1
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ACQUIRED
SALES CORP.
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||||||||
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(a
development stage enterprise)
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Unaudited
Condensed Balance Sheets
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December
31,
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September
30,
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|||||||
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2008
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2008
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ASSETS
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||||||||
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Current
Assets:
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||||||||
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Cash
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$ | 109 | $ | 670 | ||||
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TOTAL
ASSETS
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$ | 109 | $ | 670 | ||||
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
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||||||||
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Current
Liabilities:
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Accounts payable
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$ | 6,025 | $ | 750 | ||||
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Total
Current Liabilities
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6,025 | 750 | ||||||
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Stockholders'
Deficit:
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Preferred
stock, $0.001 par value, 10,000,000 shares
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||||||||
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authorized, no shares issued and outstanding
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- | - | ||||||
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Common
stock, $0.001 par value, 50,000,000 shares
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authorized, 5,832,482 shares issued and outstanding
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5,833 | 5,833 | ||||||
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Additional
paid-in capital
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145,967 | 145,967 | ||||||
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Deficit
accumulated prior to the development stage
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(69,151 | ) | (69,151 | ) | ||||
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Deficit
accumulated during the development stage
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(88,565 | ) | (82,729 | ) | ||||
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Total
Stockholders' Deficit
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(5,916 | ) | (80 | ) | ||||
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TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 109 | $ | 670 | ||||
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See
accompanying notes to the financial
statements.
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F-2
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ACQUIRED
SALES CORP.
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(a
development stage enterprise)
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Unaudited
Condensed Statements of Operations
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For
the period
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May
27, 2004
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(Date
of Inception
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For
the Three Months Ended
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of
the Development
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December
31,
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Stage)
through
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2008
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2007
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December
31, 2008
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Expenses:
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General and administrative
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$ | (5,836 | ) | $ | (20,460 | ) | $ | (142,778 | ) | |||
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Waiver of tax liability penalty
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- | - | 60,364 | |||||||||
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Interest
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- | - | (6,151 | ) | ||||||||
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Net
Loss
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$ | (5,836 | ) | $ | (20,460 | ) | $ | (88,565 | ) | |||
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Basic
and diluted loss per share
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Basic
and diluted weighted average
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common shares outstanding
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5,832,482 | 5,832,482 | ||||||||||
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See
accompanying notes to the financial statements.
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F-3
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ACQUIRED
SALES CORP.
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(a
development stage enterprise)
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Unaudited
Condensed Statements of Cash Flows
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For
the period
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May
27, 2004
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(Date
of Inception
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For
the Three Months Ended
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of
the Development
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December
31,
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Stage)
through
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2008
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2007
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December
31, 2008
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Cash
Flows from Operating Activities:
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Net
loss
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$ | (5,836 | ) | $ | (20,460 | ) | $ | (88,565 | ) | |||
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Adjustments
to reconcile net loss to net cash
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used in operating activities:
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Expenses paid by capital contributed by officer
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- | - | 20 | |||||||||
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Waiver of tax liability penalty
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- | - | (60,364 | ) | ||||||||
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Issuance of warrants for services
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- | - | 11,970 | |||||||||
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Changes
in assets and liabilities:
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Prepaid expense
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- | 14,249 | - | |||||||||
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Accounts payable
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5,275 | 1,108 | 6,025 | |||||||||
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Payroll tax penalties and accrued interest
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- | - | (8,787 | ) | ||||||||
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Net
Cash Used by Operating Activities
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(561 | ) | (5,103 | ) | (139,701 | ) | ||||||
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Cash
Flows from Financing Activities:
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Proceeds from issuance of note payable to
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related party
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- | - | 195,000 | |||||||||
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Payment
of principal on note payable to
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related party
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- | - | (95,000 | ) | ||||||||
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Proceeds
from issuance of common stock
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- | - | 40,000 | |||||||||
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Redemption
of common stock
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- | - | (190 | ) | ||||||||
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Net
Cash Provided by Financing Activities:
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- | - | 139,810 | |||||||||
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Net
Increase (Decrease) in Cash
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(561 | ) | (5,103 | ) | 109 | |||||||
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Cash
at beginning of period
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670 | 23,932 | - | |||||||||
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Cash
at End of Period
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$ | 109 | $ | 18,829 | $ | 109 | ||||||
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See
accompanying notes to the financial
statements.
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F-4
Acquired
Sales Corp.
(a
development stage enterprise)
Notes
to Unaudited Condensed Financial Statements
Note
1: Basis of Presentation
The
accompanying unaudited condensed financial statements of Acquired Sales Corp.
(the “Company”) were prepared pursuant to the rules and regulations of the
United States Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.
Management of the Company (“Management”) believes that the following disclosures
are adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the audited financial statements
and the notes thereto for the year ended September 30, 2008 included in the
Company’s Form 10-K report.
These
unaudited condensed financial statements reflect all adjustments, consisting
only of normal recurring adjustments that, in the opinion of Management, are
necessary to present fairly the financial position and results of operations of
the Company for the periods presented. Operating results for the three months
ended December 31, 2008, are not necessarily indicative of the results that may
be expected for the year ending September 30, 2009 or for any other
period.
Note
2: Organization and Summary of Significant Accounting Policies
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 unaudited condensed financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America which
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 (if any occur in the future) 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, if the exercise of outstanding warrants had occurred. There were
175,000 warrants and no warrants outstanding at December 31, 2008 and 2007,
respectively that were excluded from the calculation of diluted loss per share
because they were anti-dilutive.
Business condition –
The Company’s financial statements have been prepared using accounting
principles generally accepted in 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 three months ended
December 31, 2008, the Company suffered a net loss of $5,836 and had a net
decrease in cash of $561. At December 31, 2008, the Company’s accounts payable
exceeded its cash position by $5,916 (See Note 4). 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.
F-5
Acquired
Sales Corp.
(a
development stage enterprise)
Notes
to Unaudited Condensed Financial Statements (continued)
Note
3 – 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, which terminated on December 31, 2007, the Company paid on
August 2, 2007, a one-time $20,000 fee and prepaid accountable expenses of
$10,000. During the three months ended December 31, 2007, the remaining $12,000
one-time fee and $2,374 of the accountable expenses were charged to expense. 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 $11,970 using the
Black-Scholes option pricing model and charged this amount to expense during the
year ended September 30, 2007. 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, 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.
Note
4 – Subsequent Event
On
January 30, 2009 the Company entered into a promissory note for $10,000, due on
demand bearing interest at 10% per annum with a related
party.
F-6
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Forward
Looking Statement Notice
Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Acquired Sales
Corp. (“we”, “us”, “our” or the “Company”) to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. The
Company's plans and objectives are based, in part, on assumptions involving the
continued expansion of business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Quarterly Report will prove to be accurate. In light
of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
Description
of 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 five 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. The Company filed a registration statement on Form 10-SB with the
U.S. Securities and Exchange Commission (the “SEC”) on March 23, 2007, and since
its effectiveness, the Company has focused its efforts to identify a possible
business combination
The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and that has no specific
business plan or purpose, or has indicated that its business plan is to merge
with an unidentified company or companies." Many states have enacted statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective jurisdictions. The Company is also a “shell company,”
defined in Rule 12b-2 under the Exchange Act as a company with no or nominal
assets (other than cash) and no or nominal operations. Management does not
intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business
combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.
The
Company is currently operating as a vehicle to investigate and, if such
investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. The Company’s
principal business objective for the next 12 months and beyond such time will be
to achieve long-term growth potential through a combination with an operating
business. The Company will not restrict its potential candidate target companies
to any specific business, industry or geographical location and, thus, may
acquire any type of business.
Liquidity
and Capital Resources
As of
December 31, 2008, the Company had assets equal to $109 comprised exclusively of
cash. This compares with assets of $670 comprised exclusively of cash as of
September 30, 2008. The Company’s current liabilities as of December 31, 2008
totaled $6,025. This compares to the Company’s current liabilities as of
September 30, 2008 of $750. The Company can provide no assurance that it
can continue to satisfy its cash requirements for at least the next twelve
months.
The
following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities:
|
Three Months
Ended
December
31, 2008
|
Cumulative Period
From May
27, 2004
(Inception
of Developmental Stage) to
December
31, 2008
|
|||||||
|
Net
cash (used) in operating activities
|
$ | (561 | ) | $ | (139,701 | ) | ||
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Net
cash (used) in investing activities
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$ | 0 | $ | 0 | ||||
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Net
cash (used) provided by financing activities
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$ | 0 | $ | 139,810 | ||||
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Net
increase (decrease) in cash and cash equivalents
|
$ | (561 | ) | $ | 109 | |||
1
The
Company has only cash assets and has generated no revenues since inception of
its new developmental stage. The Company is also dependent upon the receipt of
capital investment or other financing to fund its ongoing operations and to
execute its business plan of seeking a combination with a private operating
company. In addition, the Company is dependent upon certain related parties to
provide continued funding and capital resources. If continued funding and
capital resources are unavailable at reasonable terms, the Company may not be
able to implement its plan of operations.
Results
of Operations
The
Company has not conducted any active operations since inception of its new
developmental stage, except for its efforts to locate suitable acquisition
candidates. No revenue has been generated by the Company from May 27, 2004
(Inception of its new developmental stage) to December 31, 2008. It is unlikely
the Company will have any revenues unless it is able to effect an acquisition or
merger with an operating company, of which there can be no assurance. It is
management's assertion that these circumstances may hinder the Company's ability
to continue as a going concern. The Company’s plan of operation for the next
twelve months shall be to continue its efforts to locate suitable acquisition
candidates.
For the
three months ending December 31, 2008, the Company had a net loss of $(5,836),
comprised of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Annual Report on Form 10-K
for the fiscal year ended September 30, 2008. This compares with a net loss of
$(20,460) for the three months ending December 31, 2007, comprised of legal,
accounting, audit and other professional service fees incurred in relation to
the filing of the Company’s SEC reports and in its efforts to acquire an
operating business entity. During the three months ended December 31, 2007, the
Company incurred costs related to a Letter Agreement as disclosed in Note 3 to
the financial statements. The Company did not have expenses relating to the
Letter Agreement or any other agreement during the three months ended December
31, 2008.
For the
cumulative period from May 27, 2004 (Inception of new developmental stage) to
December 31, 2008, the Company had a net loss of $(88,565), comprised
exclusively of merchant banking fees incurred in an attempt to locate an
acquisition candidate, financing costs and legal, accounting, audit and
other professional service fees incurred in relation to the filing of the
Company’s Registration Statement on Form 10-SB in March of 2007 and the filing
of the Company’s Quarterly and Annual Reports on Form 10-Q and Form 10-K,
respectively.
Off-Balance Sheet
Arrangements
The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
Contractual
Obligations
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
2
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
Item
4T. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
As of
December 31, 2008, we carried out an evaluation, under the supervision and with
the participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.
Changes
in Internal Controls
There
have been no changes in our internal controls over financial reporting during
the quarter ended December 31, 2008 that have materially affected or are
reasonably likely to materially affect our internal controls.
PART II — OTHER
INFORMATION
Item
1. Legal Proceedings.
To the
best knowledge of the officers and directors, the Company is not a party to any
legal proceeding or litigation.
Item
1A. Risk Factors.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
3
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior
Securities.
None.
Item 4. Submission of Matters to a
Vote of Security Holders.
None.
Item 5. Other
Information.
None.
|
|
Item
6. Exhibits required by Item 601 of Regulation
S-K.
|
|
(a)
|
Exhibits (filed
with this report unless indicated
below)
|
Exhibit
3.1* Articles
of Incorporation Dated December 12, 1985
Exhibit
3.2* Amended
Articles of Incorporation Dated July 1992
Exhibit
3.3* Amended
Articles of Incorporation Dated November 1996
Exhibit
3.4* Amended
Articles of Incorporation Dated June 1999
Exhibit
3.5* Amended
Articles of Incorporation Dated January 25, 2006
Exhibit
3.6* Amended
Bylaws
|
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
|
|
*
|
Filed
as an exhibit to the Company's Registration Statement on Form 10-SB, as
filed with the SEC on March 23, 2007, and incorporated herein by this
reference.
|
|
|
(b)
|
Reports
on Form 8-K.
|
No
reports on Form 8-K were filed by the Company during the three months ended
December 31, 2008.
4
SIGNATURES
Pursuant
to the requirements 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.
ACQUIRED
SALES CORP.
Dated: February
15, 2009
By: /s/ Gerard M.
Jacobs
Gerard M.
Jacobs, Chief Executive Officer
(Principal
Executive Officer)
By: /s/ Gerard M.
Jacobs
Gerard M.
Jacobs,
(Principal
Financial Officer)
5