Nevada
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87-0479286
|
|
(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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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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may
have less predicable operating
results;
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·
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may
from time to time be parties to
litigation;
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·
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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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·
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may
require substantial additional capital to support their operations,
finance expansion or maintain their competitive
position.
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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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·
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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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Page
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|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
Balance
Sheets, September 30, 2008 and 2007
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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
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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
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F-4
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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
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F-5
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Notes
to Financial Statements
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F-6
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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
|
ACQUIRED
SALES CORP.
|
||||||||
(a
development stage enterprise)
|
||||||||
Balance
Sheets
|
||||||||
September
30,
|
||||||||
2008
|
2007
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
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$ | 670 | $ | 23,933 | ||||
Prepaid expense
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- | 14,374 | ||||||
TOTAL
ASSETS
|
$ | 670 | $ | 38,307 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
Liabilities:
|
||||||||
Accounts payable
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$ | 750 | $ | 3,681 | ||||
Total
Current Liabilities
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750 | 3,681 | ||||||
Stockholders'
Equity:
|
||||||||
Preferred stock, $0.001 par value, 10,000,000 shares
|
||||||||
authorized, no shares issued and outstanding
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- | - | ||||||
Common stock, $0.001 par value, 50,000,000 shares
|
||||||||
authorized, 5,832,482 shares issued and outstanding
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5,833 | 5,833 | ||||||
Additional paid-in capital
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145,967 | 145,967 | ||||||
Deficit accumulated prior to the development stage
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(69,151 | ) | (69,151 | ) | ||||
Deficit accumulated during the development stage
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(82,729 | ) | (48,023 | ) | ||||
Total
Stockholders' Equity (Deficit)
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(80 | ) | 34,626 | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
(DEFICIT)
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$ | 670 | $ | 38,307 | ||||
See
accompanying notes to the financial statements.
|
ACQUIRED
SALES CORP.
|
||||||||||||
(a
development stage enterprise)
|
||||||||||||
Statements
of Operations
|
||||||||||||
For
the period
|
||||||||||||
May
27, 2004
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||||||||||||
(Date
of Inception
|
||||||||||||
For
the Years Ended
|
of
the Development
|
|||||||||||
September
30,
|
Stage)
through
|
|||||||||||
2008
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2007
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September
30, 2008
|
||||||||||
Expenses:
|
||||||||||||
General and administrative
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$ | (34,606 | ) | $ | (60,581 | ) | $ | (136,942 | ) | |||
Waiver of tax liability penalty
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- | 60,364 | 60,364 | |||||||||
Interest
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(100 | ) | - | (6,151 | ) | |||||||
Net
Loss
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$ | (34,706 | ) | $ | (217 | ) | $ | (82,729 | ) | |||
Basic
and diluted loss per share
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$ | (0.01 | ) | $ | (0.00 | ) | ||||||
Basic
and diluted weighted average
|
||||||||||||
common shares outstanding
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5,832,482 | 4,883,305 | ||||||||||
See
accompanying notes to the financial
statements.
|
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)
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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
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(19,005 | ) | (19 | ) | (171 | ) | - | - | (190 | ) | ||||||||||||||
Capital contributed by officer,
|
||||||||||||||||||||||||
September 30, 2004
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- | - | 20 | - | - | 20 | ||||||||||||||||||
Net loss
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- | - | - | - | (47,806 | ) | (47,806 | ) | ||||||||||||||||
Balance,
September 30, 2006
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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
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5,832,482 | $ | 5,833 | $ | 145,967 | $ | (69,151 | ) | $ | (82,729 | ) | $ | (80 | ) | ||||||||||
See
accompanying notes to the financial statements.
|
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
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- | 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
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- | (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.
|
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
|
$ | - | $ | - |
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
|
$ | - | $ | - |
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
|
||
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
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
|