FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
OR
☐ 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 000-52102
Acquired Sales Corp.
(Exact name of registrant as specified in its charter)
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Nevada
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87-40479286
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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) 915-2446
(Registrant's telephone number, including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Indicate by checkmark whether the registrant (1) 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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer [ ]
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Accelerated Filer [ ]
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Non-Accelerated Filer [ ]
(Do not check if a smaller
reporting company)
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Smaller Reporting Company [x]
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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 [ ] No [x]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common units, as of the latest practicable date: 2,269,648 shares of common stock, par value $.001 per share, outstanding as of May 13, 2016.
ACQUIRED SALES CORP.
| Part I – Financial Information |
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Part II – Other Information
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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 March 31, 2016 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 ("SEC") on March 28, 2016 for the period ended December 31, 2015.
ACQUIRED SALES CORP.
INDEX TO CONDENSED FINANCIAL STATEMENTS
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Page
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Condensed Balance Sheets, March 31, 2016 and December 31, 2015 (Unaudited)
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5
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Condensed Statements of Operations for the Three Months Ended March 31, 2016 and 2015 (Unaudited)
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6
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Condensed Statements of Shareholders' Equity (Deficit) for the Three Months Ended March 31, 2015 and 2016 (Unaudited)
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7
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Condensed Statement of Cash Flows for the Three Months Ended March 31, 2016 and 2015 (Unaudited)
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8
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Notes to the Condensed Financial Statements (Unaudited)
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9-13
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ACQUIRED SALES CORP.
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(Unaudited)
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March 31,
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December 31,
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2016
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2015
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ASSETS
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Current Assets
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Cash and Cash Equivalents
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$
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13,857
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$
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27,781
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Total Current Assets
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13,857
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27,781
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Notes Receivable
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-
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25,000
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Total Assets
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$
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13,857
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$
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52,781
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current Liabilities
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Trade Accounts Payable
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$
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29,463
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$
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19,295
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Total Liabilities
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29,463
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19,295
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Shareholders' Equity
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Preferred Stock, $0.001 par value; 10,000,000 shares authorized;
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none outstanding
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-
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-
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Common Stock, $0.001 par value; 100,000,000 shares authorized;
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2,269,648 shares outstanding
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2,270
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2,270
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Additional Paid-in Capital
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13,554,524
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13,554,524
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Accumulated Deficit
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(13,572,400
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)
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(13,523,308
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Total Shareholders' Equity (Deficit)
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(15,606
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)
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33,486
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Total Liabilities and Shareholders' Equity
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$
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13,857
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$
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52,781
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See the accompanying notes to condensed financial statements.
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ACQUIRED SALES CORP.
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CONDENSED STATEMENTS OF OPERATIONS |
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(Unaudited)
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For the Three Months Ended
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March 31,
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2016
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2015
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Selling, General and Administrative Expense
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$
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(49,120
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$
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(239,372
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Interest Income
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-
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19,879
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Other Income
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28
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2,267
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Net Loss
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(49,092
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(217,226
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Basic and Diluted Earnings Loss per Share
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$
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(0.02
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$
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(0.10
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See the accompanying notes to condensed financial statements.
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ACQUIRED SALES CORP.
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CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) |
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FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2016
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(Unaudited)
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Additional
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Total
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Common Stock
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Paid-in
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Accumulated
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Shareholders'
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Shares
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Amount
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Capital
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Deficit
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Equity
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Balance, December 31, 2014
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2,269,648
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$
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2,270
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$
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13,554,524
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$
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(12,347,428
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$
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1,209,366
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Net Loss
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-
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-
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-
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(217,226
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(217,226
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Balance, March 31, 2015
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2,269,648
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$
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2,270
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$
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13,554,524
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$
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(12,564,654
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$
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992,140
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Balance, December 31, 2015
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2,269,648
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$
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2,270
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$
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13,554,524
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$
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(13,523,308
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$
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33,486
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Net Loss
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-
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-
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-
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(49,092
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(49,092
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Balance, March 31, 2016
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2,269,648
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$
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2,270
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$
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13,554,524
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$
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(13,572,400
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$
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(15,606
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)
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See the accompanying notes to condensed financial statements.
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ACQUIRED SALES CORP.
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CONDENSED STATEMENT OF CASH FLOWS
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For the Three Months Ended
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March 31,
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2016
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2015
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Cash Flows From Operating Activities
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Net Loss
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$
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(49,092
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$
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(217,226
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Adjustments to Reconcile Loss to net Cash Used in Operating Activities:
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Changes in Operating Assets and Liabilities:
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Accrued interest receivable
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-
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(19,879
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Accounts Payable
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10,168
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23,139
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Net Cash Used in Operating Activities
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(38,924
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(213,966
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Cash Flows from Investing Activities
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Notes Receivable
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25,000
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-
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Net Cash Provided by Investing Activities
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25,000
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-
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Net Decrease in Cash
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(13,924
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(213,966
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Cash and Cash Equivalents at Beginning of Period
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27,781
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587,937
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Cash and Cash Equivalents at End of Period
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$
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13,857
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$
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373,971
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See the accompanying notes to condensed financial statements.
Acquired Sales Corp.
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation – On February 13, 2012, Acquired Sales Corp. (hereinafter sometimes referred to as "Acquired Sales", "AQSP" or the "Company") purchased 100% of the equity interests of Defense & Security Technology Group, Inc. ("DSTG"). On September 30, 2013, Acquired Sales sold 100% of the capital stock of DSTG to Minh Le, the previous owner of DSTG prior to its acquisition.
On January 12, 2013, Acquired Sales entered into an agreement with Drumright Group, LLC ("Drumright") that was closed on February 11, 2013, wherein Acquired Sales sold 100% of the capital stock of Cogility Software Corporation ("Cogility") to Drumright. Cogility's results of operations have been reclassified as discontinued operations.
The sale of Cogility and DSTG eliminated the Company's sources of revenue. The Company is currently negotiating regarding certain potential investment opportunities, but there can be no assurance at this time that any investments will come to fruition and that the Company will have future operating income. The Company has a history of losses as evidenced by the accumulated deficit at March 31, 2016 of $13,572,400.
The accompanying financial statements include the accounts and operations of Acquired Sales for all periods presented.
Condensed Financial Statements – The accompanying financial statements are condensed and do not include all disclosures normally required by generally accepted accounting principles. These statements should be read in conjunction with the annual financial statements included in Form 10-K filed with the U.S. Securities and Exchange Commission on March 28, 2016. In particular, the basis of presentation and significant accounting principles were presented in Note 1 to the annual financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed financial statements and consist of only normal recurring adjustments, except as disclosed herein. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2016.
Use of Estimates – The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") typically requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's estimates and assumptions.
Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. The following table summarizes the calculations of basic and diluted earnings (loss) per common share for the three months ended March 31, 2016 and 2015:
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For the Three Months
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Ended
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March 31,
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2016
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2015
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Net Loss
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$
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(49,092
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$
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(217,226
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Weighted Average Shares Outstanding
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2,269,648
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2,269,648
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Basic and Diluted Loss per Share
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$
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(0.02
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$
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(0.10
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There were 4,848,774 stock options and warrants and 478,000 financing warrants outstanding during the three months ended March 31, 2016 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. There were 6,198,774 stock options and warrants and 938,000 financing warrants outstanding during the three
Acquired Sales Corp.
Notes to the Condensed Financial Statements
(Unaudited)
months ended March 31, 2015 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive.
Recent Accounting Pronouncements - In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-12, Compensation-Stock Compensation (Topic 718)-Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). ASU No. 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition. The effective date is the first quarter of fiscal year 2016. The Company adopted ASU No. 2014-12; the adoption of this has had no effect on the financial statements.
In March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change the accounting for certain stock-based compensation transactions, including the income tax consequences and cash flow classification for applicable transactions. The amendments in this update are effective for annual periods beginning after December 31, 2016 and interim periods within those annual periods. The Company is currently evaluating the impact that this amendment will have on its financial statements.
NOTE 2 - RISKS AND UNCERTAINTIES
Going Concern – The Company has a history of recurring losses, which have resulted in an accumulated deficit of $13,572,400 as of March 31, 2016. During the three months ended March 31, 2016, the Company recognized a net loss of $49,092. The Company used net cash of $38,924 in operating activities. As discussed in Note 3, on September 1, 2015, the Company determined that the note and related interest receivable due from the William Noyes Webster Foundation, Inc. (the "Foundation") would not be collectible. As such, the Company wrote off the note totaling $737,850 and interest receivable totaling $97,427 as bad debt expense on September 1, 2015.
The sale of Cogility and DSTG eliminated the Company's source of revenue. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company currently has no revenue-generating subsidiaries. Management plans to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing profitable businesses that will create positive income from operations; (2) acquiring valuable real estate in exchange for common stock and/or preferred stock; and/or (3) completing private placements of our common stock and/or preferred stock. Management believes that by taking these actions, the Company will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurance that the Company will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.
NOTE 3 – NOTES RECEIVABLE
The William Noyes Webster Foundation, Inc.
The Foundation, a non-profit Massachusetts corporation, has received a provisional registration from the Commonwealth of Massachusetts to own and operate a medical marijuana cultivation facility in Plymouth, Massachusetts, and a medical marijuana dispensary in Dennis, Massachusetts. Jane W. Heatley ("Heatley") is the founder and a member of the board of directors of the Foundation.
Teaming Agreement – The Company believes it is highly likely that the board of directors of the Foundation will only approve contracts that have been negotiated and approved by Heatley. Consequently, on July 8, 2014, the Company entered into a Teaming Agreement (the "Teaming Agreement") with Heatley, in which, among other things: (1) the Company and Heatley agreed to use their respective best efforts, working exclusively together as a team, and not as a partnership or other entity, in order to consummate transactions, agreements, contracts or other arrangements pursuant to which the Company will provide capital and expertise to the Foundation; and (2) Heatley agreed that Heatley shall not, and shall not permit the Foundation to, discuss or negotiate for debt or equity financing, or consulting services or other expertise, from any third party. The Company claims that
Acquired Sales Corp.
Notes to the Condensed Financial Statements
(Unaudited)
Heatley violated the Teaming Agreement by discussing and negotiating for debt or equity financing, or consulting services or other expertise, from at least one third party. Heatley claims that the Company violated the Teaming Agreement alleging that the Company failed to lend funds to the Foundation in accordance with the Teaming Agreement. The Company believes Heatley's claim to be baseless. No assurances whatsoever can be made that Heatley will comply with the terms of the Teaming Agreement, nor that the Company will be able to adequately enforce the terms of the Teaming Agreement if it is ever the subject of litigation.
Promissory Note – On July 14, 2014, the Foundation signed and delivered to the Company a Secured Promissory Note (the "Note") which is in the stated loan amount of $1,500,000, and is secured by a Security Agreement of even date therewith (the "Security Agreement"). The Note provides that the $1,500,000 loan may be advanced in one or more installments as the Foundation and the Company may mutually agree upon. The Foundation and the Company mutually agreed that the first installment of this loan would be $602,500. Pursuant to instructions from the Foundation, on July 14, 2014, the Company paid $2,500 owed by the Foundation to one of its consultants, and the Company advanced $600,000 directly to the Foundation. The amount and timing of subsequent loan installments under the Note, which could have totaled $897,500, had not yet been mutually agreed upon between the Foundation and the Company as of the date of the Note.
Between April and July 2015, the Company loaned an additional $135,350 to the Foundation, evidenced by the Note and secured by the Security Agreement. Following such additional loans, the principal of the loan from the Company to the Foundation, evidenced by the Note and secured by the Security Agreement, is now $737,850.
The principal balance outstanding under the Note bore interest at the rate of 12.5% per annum, compounded monthly. It was contemplated that the first payment of accrued interest by the Foundation under the Note would be made as soon after the Foundation commences operations of the Plymouth Cultivation Facility and the Dennis Dispensary as the Foundation's cash flows shall reasonably permit, but in any event no later than one year after the Foundation commences operations. The principal of the Note would be payable in eight consecutive equal quarterly installments, commencing on the last day of the calendar quarter in which the Foundation commences operations. Principal on the Note and related accrued interest would be considered past due if the aforementioned payments were not received by their due dates.
Uncollectable Note and Interest Receivable – The Company assessed the collectability of the Note based on the adequacy of the Foundation's collateral and the Foundation's capability of repaying the Note according to its terms. Based on this assessment, on September 1, 2015, the Company concluded that Note and interest receivable would not be collectible. As such, the Company wrote off the Note totaling $737,850 and interest receivable totaling $97,427 as bad debt expense on September 1, 2015.
One-Seven, LLC
One-Seven, LLC ("One-Seven") is a business investment firm that hopes to make equity and/or debt investments in privately held and/or publicly traded companies from time to time. On October 9, 2015, the Company's chief executive officer, Gerard M. Jacobs, loaned money to One-Seven. On November 4, 2015, the Company entered into an Agreement with One-Seven, its Managing Partner Douglas Stukel ("Stukel"), and Gerard M. Jacobs pursuant to which the Company loaned $50,000 interest-free to One-Seven. As of December 31, 2015, $25,000 of the loan had been repaid to the Company by One-Seven, and the balance of $25,000 was still held by the Company as a receivable from One-Seven. The loan was repaid in full as of January 5, 2016. In consideration of such $50,000 loan to One-Seven, One-Seven and Stukel agreed that if One-Seven is successful in securing additional funding, then Stukel and One-Seven are obligated to use good faith efforts to work with Gerard M. Jacobs and the Company, as a team and not as a partnership, joint venture or other entity, in order to explore and hopefully close transactions pursuant to which: (a) One-Seven may provide debt, convertible debt and/or equity to the Company, all on mutually acceptable terms and conditions; (b) One-Seven may provide debt, convertible debt and/or equity to business entities that may be wholly or partly purchased by, or merged into, the Company, all on mutually acceptable terms and conditions; and (c) Stukel may participate in the management of the Company and obtain a salary and a package of stock options and/or warrants to purchase shares of common stock of the Company, all on mutually acceptable terms and conditions.
There is no assurance that the Company will consummate any transactions involving One-Seven or Mr. Stukel.
NOTE 4 – SHAREHOLDERS' EQUITY
Share-Based Compensation – The following is a summary of share-based compensation, stock option and warrant activity as of March 31, 2016 and changes during the year then ended:
Acquired Sales Corp.
Notes to the Condensed Financial Statements
(Unaudited)
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Shares
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Weighted-Average
Exercise Price (a)
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Weighted-Average
Remaining Contractual
Term (Years)
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Aggregate
Intrinsic
Value
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|
Outstanding, December 31, 2015
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4,848,774
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$
|
1.56
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2016
|
|
|
4,848,774
|
|
|
|
1.56
|
|
|
|
6.89
|
|
|
$
|
650,125
|
|
|
Exercisable, March 31, 2016
|
|
|
3,598,774
|
|
|
$
|
1.46
|
|
|
|
5.55
|
|
|
$
|
650,125
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) The Weighted-Average Exercise Price column excludes those warrants that have an exercise price for the common stock priced at the Capital Raise Price Per Share.
|
|
| |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
Financing Warrants – Through December 31, 2012, the Company issued 938,000 warrants in connection with the issuance of notes payable primarily to related parties. 460,000 of these warrants expired on March 31, 2016 and 478,000 of these warrants were outstanding at March 31, 2016. At March 31, 2016, the financing warrants had a weighted-average exercise price of $2.63 per share, a weighted-average remaining contractual term of 1.19 years and an aggregate intrinsic value of $0.
NOTE 5 – CONTINGENT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Medical Marijuana in Massachusetts:
As discussed in Note 3, the Company has agreements with Heatley and the Foundation.
On July 20, 2014, the Company entered into an agreement to pay a lump sum finder's fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) the Company makes certain loans to the Foundation which was found by Parare Partners Inc., (2) the Foundation constructs and brings into operation its planned medical marijuana cultivation facility in Plymouth, Massachusetts and a medical marijuana dispensary in Dennis, Massachusetts, (3) the Company directly or via subsidiaries enters into certain consulting agreements with the Foundation, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows:
5% of the first $1,000,000 of the aggregate principal amount of such loans
4% of the second $1,000,000 of the aggregate principal amount of such loans
3% of the third $1,000,000 of the aggregate principal amount of such loans
2% of the fourth $1,000,000 of the aggregate principal amount of such loans
1% of the aggregate principal amount of such loans that are in excess of $4,000,000
The Company has not paid any fees under this Agreement. All of the conditions have not been met for the finder's fee to have accrued on the amounts loaned to the Foundation; therefore, a liability has not been recorded for the finder's fee at March 31, 2016.
During the nine month period ended September 30, 2015, MVJ Realty, LLC, an affiliate of AQSP director Vincent J. Mesolella ("MVJ Realty"), loaned a total of $23,000 to the Foundation, which $23,000 was purportedly used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the "Two New Applications") by the Foundation to the Commonwealth of Massachusetts for licenses (the "Two New Licenses") to operate two new medical marijuana dispensaries in Massachusetts (the "Two New Dispensaries"). In making these $23,000 loans to the Foundation, MVJ Realty viewed itself as acting as an agent for the Company, and expected to eventually be reimbursed for the $23,000 by the Company subject to the execution and delivery by the Foundation to the Company of loan documents evidencing that the principal amount of the loan from the Company to the Foundation, evidenced by the Note and secured by the Security Agreement, had been increased by $23,000. The execution and delivery of such loan documents occurred on July 15, 2015, and MVJ Realty was reimbursed for the $23,000 in August 2015.
Acquired Sales Corp.
Notes to the Condensed Financial Statements
(Unaudited)
In the Two New Applications, the Foundation included background information in regard to each of the Company's directors and officers. If the Two New Licenses are awarded to the Foundation, then the Foundation may seek to obtain financing for the Two New Dispensaries from MVJ Realty/AQSP. The Foundation and MVJ Realty/AQSP have not yet entered into any agreements in regard to such potential financing, and the Company considers it to be extremely doubtful that any such agreements will ever be entered into in light of the on-going disputes between Heatley, the Foundation, and the Company regarding the Teaming Agreement.
At this time, no assurances or guarantees whatsoever can be made as to whether any transaction with the Foundation will be successfully consummated, nor on what terms.
NOTE 7 – SUBSEQUENT EVENTS
We have evaluated subsequent events through the date of filing this quarterly report on Form 10-Q. No events have occurred that would require adjustment to or disclosure in the condensed financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As used in this Form 10-Q, references to the "Company," "Acquires Sales," "AQSP," "we," "our" or "us" refer to Acquired Sales Corp., unless the context otherwise indicates.
We have a history of recurring losses, which has resulted in an accumulated deficit of $13,572,400 as of March 31, 2016. In addition, we suffered losses from continuing operations during the three months ended March 31, 2016 and 2015 and we used cash in our operating activities during the three months ended March 31, 2016 and 2015. Additionally, as discussed in Note 2, we sold 100% of the capital stock of our subsidiaries, Cogility and DSTG, which were our primary source of revenue. These matters raise substantial doubt about our ability to continue as a going concern.
This Management's Discussion and Analysis ("MD&A") section discusses our results of operations, liquidity and financial condition and certain factors that may affect our future results. You should read this MD&A in conjunction with our financial statements and accompanying notes included elsewhere in this report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains statements that are considered forward-looking statements. Forward-looking statements give the Company's current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this quarterly report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "plan," and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events occurring after the date hereof. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this quarterly report.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes that appear in our annual report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 28, 2016. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Certain information included herein contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity and financing sources. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include the "Risk Factors" included herein and in our annual report on Form 10-K filed with the SEC on March 28, 2016, that can be read at www.sec.gov.
Overview
Acquired Sales is incorporated under the laws of the State of Nevada.
On January 12, 2013, we entered into an agreement with Drumright Group, LLC ("Drumright") that was closed on February 11, 2013, wherein we sold 100% of the capital stock of our subsidiary, Cogility, to Drumright in exchange for $3,975,000 in cash and a $3,000,000 receivable. The $3,000,000 was originally receivable as follows: $1,500,000 on August 11, 2013, less an estimated $32,258 in connection with a certain military contract delay, and $1,500,000 on February 11, 2014. In addition, we were required to hold $300,000 in an escrow account for potential subsequent claims. We were responsible for all costs and expenses and retained all accounts receivable relating to work performed by Cogility on revenue contracts through January 31, 2013, with those costs, expenses and revenue transitioning to Drumright thereafter. We retained a contract to create "legal analytics" software. The carrying value of Cogility's net liabilities, excluding accounts receivable, was $32,899.
Under the terms of the agreement, we were required to transfer Cogility to Drumright without any liabilities. To accomplish this requirement, the $3,975,000 down payment was placed into an escrow account and to the extent necessary was used to pay Cogility's liabilities, including liabilities that were secured by Cogility's assets or its capital stock.
We agreed to indemnify Drumright for losses caused by breach of our representations and warranties. In March 2013, Drumright notified us of the existence of a second amendment to a license agreement between Cogility and one of its customers that was effective April 2007. On July 16, 2013 the parties entered into a Compromise and Release agreement whereby the parties agreed to reduce the purchase price by $2,000,000 by reducing the $3,000,000 receivable to $1,000,000 due on February 11, 2014. As a result of the Compromise and Release agreement, we recognized a gain on disposal of discontinued operations relating to the sale of Cogility of $4,726,068 after the relief of Cogility's net liabilities.
On February 13, 2012, we purchased 100% of the equity interests of DSTG. On September 30, 2013, we sold 100% of the common stock of DSTG back to the previous shareholder for $1. We recognized a loss on sale of $104,946.
From time to time, we evaluate potential companies and opportunities involved in the marijuana industry. No assurances or guarantees whatsoever can be made as to whether any acquisitions or transactions will be successfully consummated, nor on what terms.
If we do lend money, provide consulting services, and/or lease real estate to entities in the marijuana industry, then it is highly likely that we will be required to raise a substantial amount of equity capital and/or debt capital in connection with those acquisitions or other transactions, which could result in substantial dilution for existing shareholders of the Company. No assurances whatsoever can be made that such acquisitions or transactions would result in profitability of the Company, nor what the impacts would be on our balance sheet, income statement, or stock price.
In addition, marijuana is classified as a controlled substance by the U.S. federal government, and any entrance by the Company into the marijuana industry may trigger material legal and financial risks for the Company. Under certain scenarios, these material legal and financial risks could result in a shutdown or bankruptcy of the Company.
This Form 10-Q does not attempt to describe all of the numerous material risks and uncertainties associated with any possible entrance by us into the marijuana industry. If we do enter into the marijuana industry, then shareholders and potential shareholders are expressly cautioned that such participation will entail such numerous material risks and uncertainties, and associated "Risk Factors" will need to be set forth in subsequent filings by the Company with the SEC. We cannot provide any assurances whatsoever in regard to the potential negative legal, regulatory, financial and operational risks to the Company associated with the potential entrance by us into the marijuana industry. You are urged to use caution in your evaluation of the our stock, and to seek the advice of competent legal and financial advisors in regard to the marijuana industry, which is currently in a state of rapid change and involves many variables which are beyond our control.
We further caution you that as the recreational use of marijuana is permitted in certain states, that the marijuana industry is likely to be subjected to even more intense scrutiny and oversight by elected officials, legislative bodies, courts, law enforcement agencies, and community groups. We cannot provide any assurances whatsoever in regard to the future potential negative impacts of such intensified scrutiny and oversight.
If for any reason we do not enter into the marijuana industry, then we will continue to seek acquisitions and/or transactions in various industries including but not limited to the industrial services industry, the real estate industry, or other industries.
Liquidity and Capital Resources
The following table summarizes our current assets, current liabilities and working capital as of March 31, 2016 and December 31, 2015, as well as cash flows for the three months ended March 31, 2016 and 2015.
| |
|
March 31, 2016
|
|
|
December 31, 2015
|
|
|
Current Assets
|
|
$
|
13,857
|
|
|
$
|
27,781
|
|
|
Current Liabilities
|
|
|
29,463
|
|
|
|
19,295
|
|
|
Working Capital
|
|
|
(15,606
|
)
|
|
|
8,486
|
|
| |
|
For the Three Months Ended
|
|
| |
|
March 31,
|
|
| |
|
2016
|
|
|
2015
|
|
|
Net Cash Used in Operating Activities
|
|
$
|
(38,924
|
)
|
|
$
|
(213,966
|
)
|
|
Net Cash Provided by Investing Activities
|
|
|
25,000
|
|
|
|
-
|
|
Comparison of March 31, 2016 to March 31, 2015
At March 31, 2016, we had cash and cash equivalents of $13,857; this cash was derived from the sale of our subsidiaries. At March 31, 2015, we had cash and cash equivalents of $373,971. At March 31, 2015, we also had prepaid expenses of $7,985, notes receivable of $602,500, and interest receivable (from the notes receivable) of $55,805.
Total current assets at March 31, 2016 of $13,857 are not adequate to fund current operations or to fulfill corporate obligations or to fund growth and potential acquisitions. Current liabilities at March 31, 2016 consisted entirely of accounts payable of $29,463; accounts payable consisted mainly of liabilities for professional fees. This is compared to current liabilities at March 31, 2015 of $48,121, which consisted entirely of accounts payable.
Comparison of the three months ended March 31, 2016 to March 31, 2015
During the three months ended March 31, 2016, we incurred selling, general and administrative expenses of $49,120. Selling, general and administrative expenses primarily consisted of professional fees, independent contractor fees, and reimbursement for expenses incurred by the Company's chief executive officer and independent contractor. We earned other income of $28, resulting in a net loss of $49,092.
In comparison, during the three months ended March 31, 2015, we incurred selling, general and administrative expenses of $239,372. Selling, general and administrative expenses primarily consisted of professional fees, independent contractor fees, and reimbursement for expenses incurred by our chief executive officer and independent contractors. We earned interest income of $19,879 and other income of $2,267, resulting in a net loss of $217,226.
We used net cash in operating activities of $38,924 for the three months ended March 31, 2016 primarily to pay independent contractor fees and to reimburse the Company's chief executive officer and independent contractor for expenses that they incurred. In comparison, we used net cash in operating activities of $213,966 for the three months ended March 31, 2015 primarily to pay professional fees and to reimburse the Company's chief executive officer and independent contractors for expenses they incurred.
During the three months ended March 31, 2016, cash decreased by $13,924, leaving us with $13,857 in unrestricted cash at March 31, 2016. In comparison, during the three months ended March 31, 2015, cash decreased by $213,966, leaving us with $373,971 in unrestricted cash at March 31, 2015.
We currently have no revenue-generating subsidiaries. We plan to sustain the Company as a going concern by taking the following actions: (1) acquiring and/or developing profitable businesses that will create positive income from operations; (2) acquiring valuable real estate in exchange for common stock and/or preferred stock; and/or (3) completing private placements of our common stock and/or preferred stock. We believe that by taking these actions, we will be provided with sufficient future operations and cash flow to continue as a going concern. However, there can be no assurance that we will be successful in consummating such actions on acceptable terms, if at all. Moreover, any such actions can be expected to result in substantial dilution to the existing shareholders of the Company.
Critical Accounting Policies
Use of Estimates – The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. In the past, significant estimates include share-based compensation forfeiture rates and the potential outcome of future tax consequences of events that have been recognized for financial reporting purposes. Actual results and outcomes may differ from our estimates and assumptions.
Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred income taxes. Deferred income taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and on tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is provided against deferred income tax assets when it is not more likely than not that the deferred income tax assets will be realized.
Basic and Diluted Earnings (Loss) Per Common Share – Basic earnings (loss) per common share is determined by dividing earnings (loss) by weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing earnings (loss) by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. When dilutive, the incremental potential common shares issuable upon exercise of stock options and warrants are determined by the treasury stock method. There were 2,148,774 stock options and 3,178,000 warrants outstanding during the three months ended March 31, 2016 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive. There were 2,148,774 stock options and 4,988,000 warrants outstanding during the three months ended March 31, 2015 that were excluded from the computation of diluted earnings (loss) per share because their effects would have been anti-dilutive.
Recent Accounting Pronouncements – In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-12, Compensation-Stock Compensation (Topic 718)-Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). ASU No. 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition. The effective date is the first quarter of fiscal year 2016. We adopted ASU No. 2014-12; the adoption of this has had no effect on the financial statements.
In March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change the accounting for certain stock-based compensation transactions, including the income tax consequences and cash flow classification for applicable transactions. The amendments in this update are effective for annual periods beginning after December 31, 2016 and interim periods within those annual periods. We are currently evaluating the impact that this amendment will have on our financial statements.
Share-Based Compensation Plan – Stock-based compensation to employees and consultants is recognized as a cost of the services received in exchange for an award of equity instruments and is measured based on the grant date fair value of the award or the fair value of the consideration received, whichever is more reliably measureable. Compensation expense is recognized over the period during which service is required to be provided in exchange for the award (the vesting period). The stock-based compensation that was awarded to the board of directors in 2014 is for prior services rendered for which they had not previously been compensated.
Off Balance Sheet Arrangements – We have no off-balance sheet arrangements.
The William Noyes Webster Foundation, Inc.
The William Noyes Webster Foundation, Inc. (the "Foundation"), a non-profit Massachusetts corporation, has received a provisional registration from the Commonwealth of Massachusetts to own and operate a medical marijuana cultivation facility in Plymouth, Massachusetts, and a medical marijuana dispensary in Dennis, Massachusetts. Heatley is the founder and a member of the board of directors of the Foundation.
Teaming Agreement – We believe it is highly likely that the board of directors of the Foundation will only approve contracts that have been negotiated and approved by Heatley. Consequently, on July 8, 2014, we entered into a Teaming Agreement (the "Teaming Agreement") with Heatley, in which, among other things: (1) we and Heatley agreed to use our respective best efforts, working exclusively together as a team, and not as a partnership or other entity, in order to consummate transactions, agreements, contracts or other arrangements pursuant to which we will provide capital and expertise to the Foundation; and (2) Heatley agreed that Heatley shall not, and shall not permit the Foundation to, discuss or negotiate for debt or equity financing, or consulting services or other expertise, from any third party. We claim that Heatley violated the Teaming Agreement by discussing and negotiating for debt or equity financing, or consulting services or other expertise, from at least one third party. Heatley claims that we violated the Teaming Agreement alleging that we failed to lend funds to the Foundation in accordance with the Teaming Agreement. We believe Heatley's claim to be baseless. No assurances whatsoever can be made that Heatley will comply with the terms of the Teaming Agreement, nor that we will be able to adequately enforce the terms of the Teaming Agreement if it is ever the subject of litigation.
Promissory Note – On July 14, 2014, the Foundation signed and delivered to us a Secured Promissory Note (the "Note") which is in the stated loan amount of $1,500,000, and is secured by a Security Agreement of even date therewith (the "Security Agreement"). The Note provides that the $1,500,000 loan may be advanced in one or more installments as the Foundation and we may mutually agree upon. The Foundation and we mutually agreed that the first installment of this loan would be $602,500. Pursuant to instructions from the Foundation, on July 14, 2014, we paid $2,500 owed by the Foundation to one of its consultants, and we advanced $600,000 directly to the Foundation. The amount and timing of subsequent loan installments under the Note, which could have totaled $897,500, had not yet been mutually agreed upon between the Foundation and us as of the date of the Note.
Between April and July 2015, we loaned an additional $135,350 to the Foundation, evidenced by the Note and secured by the Security Agreement. Following such additional loans, the principal of the loan from us to the Foundation, evidenced by the Note and secured by the Security Agreement, is now $737,850.
The principal balance outstanding under the Note bore interest at the rate of 12.5% per annum, compounded monthly. It was contemplated that the first payment of accrued interest by the Foundation under the Note would be made as soon after the Foundation commences operations of the Plymouth Cultivation Facility and the Dennis Dispensary as the Foundation's cash flows shall reasonably permit, but in any event no later than one year after the Foundation commences operations. The principal of the Note would be payable in eight consecutive equal quarterly installments, commencing on the last day of the calendar quarter in which the Foundation commences operations. Principal on the Note and related accrued interest would be considered past due if the aforementioned payments were not received by their due dates.
Uncollectable Note and Interest Receivable – We assessed the collectability of the Note based on the adequacy of the Foundation's collateral and the Foundation's capability of repaying the Note according to its terms. Based on this assessment, on September 1, 2015, we concluded that Note and interest receivable would not be collectible. As such, we wrote off the Note totaling $737,850 and interest receivable totaling $97,427 as bad debt expense on September 1, 2015.
Contractual Cash Obligations and Commercial Commitments
Cultivation and dispensary of Medical Marijuana in the State of Massachusetts – On July 20, 2014, we entered into an agreement to pay a lump sum finder's fee to Parare Partners Inc. in the event that all of the following conditions occur: (1) we make certain loans to the Foundation which was found by Parare Partners Inc., (2) the Foundation constructs and brings into operation its planned medical marijuana cultivation facility in Plymouth, Massachusetts and a medical marijuana dispensary in Dennis, Massachusetts, (3) we directly or via subsidiaries enter into certain consulting agreements with the Foundation, and (4) all necessary approvals are obtained. If all of such conditions occur, then the finder's fee will be calculated as follows:
5% of the first $1,000,000 of the aggregate principal amount of such loans
4% of the second $1,000,000 of the aggregate principal amount of such loans
3% of the third $1,000,000 of the aggregate principal amount of such loans
2% of the fourth $1,000,000 of the aggregate principal amount of such loans
1% of the aggregate principal amount of such loans that are in excess of $4,000,000
We have not paid any fees under this Agreement. All of the conditions have not been met for the finder's fee to have accrued on the amounts loaned to the Foundation; therefore, a liability has not been recorded for the finder's fee at March 31, 2016.
During the nine month period ended September 30, 2015, MVJ Realty, LLC, an affiliate of AQSP director Vincent J. Mesolella ("MVJ Realty"), loaned a total of $23,000 to the Foundation, which $23,000 was purportedly used as follows: (a) $9,500 was used by the Foundation to pay the rent of the Plymouth Cultivation Facility for the month of May, 2015; (b) $6,900 was used by the Foundation to pay the rent of the Dennis Dispensary for the months of April and May, 2015; (c) $3,600 was used by the Foundation to pay for the general liability insurance policy covering the Plymouth Cultivation Facility and the Dennis Dispensary; and (d) $3,000 was used by the Foundation to pay the application fees for two applications (the "Two New Applications") by the Foundation to the Commonwealth of Massachusetts for licenses (the "Two New Licenses") to operate two new medical marijuana dispensaries in Massachusetts (the "Two New Dispensaries"). In making these $23,000 loans to the Foundation, MVJ Realty viewed itself as acting as an agent for us, and expected to eventually be reimbursed for the $23,000 by us subject to the execution and delivery by the Foundation to us of loan documents evidencing that the principal amount of the loan from us to the Foundation, evidenced by the Note and secured by the Security Agreement, had been increased by $23,000. The execution and delivery of such loan documents occurred on July 15, 2015, and MVJ Realty was reimbursed for the $23,000 in August 2015.
In the Two New Applications, the Foundation included background information in regard to each of our directors and officers. If the Two New Licenses are awarded to the Foundation, then the Foundation may seek to obtain financing for the Two New Dispensaries from MVJ Realty/Acquired Sales. The Foundation and MVJ Realty/Acquired Sales have not yet entered into any agreements in regard to such potential financing, and we consider it to be extremely doubtful that any such agreements will ever be entered into in light of the on-going disputes between Heatley, the Foundation, and us regarding the Teaming Agreement.
At this time, no assurances or guarantees whatsoever can be made as to whether any transaction with the Foundation will be successfully consummated, nor on what terms.
Acquisition of Real Estate in Rhode Island
As discussed in our prior public filings, we have attempted to acquire one or more of the Mesolella/Jacobs Properties. The Mesolella/Jacobs Properties are parcels of real estate in Rhode Island that are owned by entities affiliated with Vincent J. Mesolella and his son Derek V. Mesolella, formerly an independent contractor to AQSP. One of the Mesolella/Jacobs Properties is also partly owned by an affiliate of our chief executive officer, Gerard M. Jacobs.
During March 2015, several independent members of our board of directors, including Joshua A. Bloom, M.D., Michael D. McCaffrey and Richard E. Morrissy, required that we retain a Member of the Appraisal Institute appraiser in Rhode Island to appraise both the Mesolella/Jacobs Properties and another parcel in Rhode Island owned by an unrelated third party (the "Unrelated Parcel").
We have not, and may never, consummate the purchase of any Mesolella/Jacobs Properties. Recent discussions among Messrs. Mesolella and Jacobs and our independent directors have made it increasingly unlikely that we will ever purchase any of them.
Simultaneous with Vincent J. Mesolella's agreement to negotiate in good faith regarding the possibility of us acquiring the Mesolella/Jacobs Properties, in November 2014, the officers and directors of the Company were awarded the right to purchase, directly or using a designee, for an aggregate price of $2 per director: (a) warrants to purchase an aggregate of 1.35 million shares of common stock of the Company at an exercise price of $0.01 per share; and (b) warrants to purchase an aggregate of 1.35 million shares of common stock of the Company at an exercise price of $1.85 per share, 100,000 of which warrants are vested, and 1.25 million of which warrants are subject to the condition that the Company shall have acquired at least one of the Mesolella/Jacobs Properties.
William C. Jacobs is the son of Gerard M. Jacobs, our chief executive officer. Since May 2014, William C. Jacobs has been employed by Acquired Sales as an independent contractor at the rate of $5,000 per month, plus expenses. Acquired Sales desires that William C. Jacobs continue to work for the Company as an independent contractor, and to eventually become a full-time employee of the Company. Derek V. Mesolella is the son of Vincent J. Mesolella, our lead outside director. Derek V. Mesolella was employed by Acquired Sales an independent contractor at the rate of $5,000 per month, plus expenses, from May 2014 through September 2015.
As an incentive to William C. Jacobs and to Derek V. Mesolella to provide services to the Company as foresaid, and to develop and acquire high quality deals (high rate/high occupancy), Acquired Sales has agreed that Derek V. Mesolella (or an entity designated by him) and William C. Jacobs (or an entity designated by him), shall receive a royalty, for the maximum period of time allowed pursuant to applicable law, evidenced by recorded covenants running with the land, in regard to all self-storage facilities developed ("Developed SSF"), self-storage facilities acquired ("Acquired SSF"), mobile home and/or RV parks developed ("Developed MH/RV Parks") and mobile home and/or RV parks acquired ("Acquired MH/RV Parks") during the period of time when he is employed as an independent contractor or full-time employee of the Company, such royalty to be calculated as follows:
|
(a)
|
Developed SSF: $1.50 per month per occupied unit;
|
|
(b)
|
Acquired SSF: $1.00 per month per occupied unit;
|
|
(c)
|
Developed MH/RV Parks: $1.50 per month per occupied pad; and
|
|
(d)
|
Acquired MH/RV Parks: $1.00 per month per occupied pad;
|
subject to percentage rate adjustments every five years based upon increases or decreases in the average rent per occupied unit during such five year period.
We would expect to pay industry-standard development fees and expenses to individuals and companies that assist us in developing real estate, including but not limited to related parties who perform services for the Company, whether as independent contractors, employees or directors (such as Vincent J. Mesolella, Derek V. Mesolella and William C. Jacobs).
Other Potential Transactions
We currently are in active discussions/negotiations regarding certain other business opportunities, including but not limited to marketing, virtual gift bags, and credit card processing. No assurances or guarantees whatsoever can be made as to whether any of such transactions will be successfully consummated, nor on what terms.
Other Matters
We are subject to other legal proceedings, claims, and litigation arising in the ordinary course of business. We intend to defend vigorously against any such claims. Although the outcome of these other matters is currently not determinable, our management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on its financial position, results of operations, or cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our chief executive officer, Gerard M. Jacobs, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our chief executive officer recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on that evaluation, our chief executive officer concluded that, as of March 31, 2016, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer, as appropriate, to allow timely decisions regarding required disclosure.
As indicated in our Form 10-K for the year ended December 31, 2015, management concluded that our internal control over financial reporting was not effective. Management's assessment of internal controls over financial reporting has not changed at March 31, 2016. There existed a lack of segregation of duties in regard to the Company's financial reporting, procedures for depositing of funds, procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial statement preparation that result in material weaknesses in internal control over financial reporting.
Changes in Internal Control over Financial Reporting
Our chief executive officer has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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.
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Mine Safety Disclosures.
None, not applicable.
Item 5. Other Information.
None, not applicable.
The following Exhibits have been previously filed in the below referenced filings or have been attached hereto, and in any case, as is stated on the cover of this Report, all of the below Exhibits are incorporated herein by reference.
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Form 10-SB
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March 23, 2007
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3.1
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Articles of Incorporation dated December 12, 1985
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3.2
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Amended Articles of Incorporation Dated July 1992
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3.3
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Amended Articles of Incorporation Dated November 1996
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3.4
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Amended Articles of Incorporation Dated June 1999
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3.5
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Amended Articles of Incorporation Dated January 25, 2006
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3.6
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Amended Bylaws
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Form 8-K
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August 2, 2007
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5.01
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Shareholder Agreement
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Form 10-Q
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May 18, 2009
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10.1
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Private Merchant Banking Agreement-Anniston Capital, Inc.
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10.2
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Warrant Agreement #1-Anniston Capital, Inc.
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10.3
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Warrant Agreement #2-Anniston Capital, Inc.
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10.4
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$100,000 Promissory Note – December 1, 2007
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10.5
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$10,000 Promissory Note – January 30, 2008
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10.6
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$10,000 Promissory Note – November 9, 2008
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Form 10-K
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August 20, 2010
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10.7
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$4,000 Promissory Note – April 19, 2010
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Form 8-K
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November 5, 2010
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10.1
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Letter of Intent Agreement Cogility Software dated November 4, 2010
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99.1
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Press Release
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Form 10-K
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December 17, 2010
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10.8
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$20,000 Promissory Note – October 12, 2010
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Form 10-Q
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June 30, 2011
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4.1
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Form of Note 3%
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4.2
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Form of Warrant
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10.10
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Subscription Agreement
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Schedule DEF 14-C
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August 9, 2011
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Information
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Statement
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10.11
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The Johns Hopkins University Applied Physics Laboratory Firm Fixed Price-Time And Material Contract No. 961420, dated October 20, 2009 (filed as Exhibit (E)(i) thereto)
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10.12
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The Analysis Corporation Task Order Subcontract Agreement, dated January 4, 2010 (filed as Exhibit (E)(ii) thereto)
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10.13
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Defense & Security Technology Group, LLC, Program Budget & Asset Management Tool Proof of Concept Pilot, dated June 27, 2011 (filed as Exhibit (E)(iii) thereto)
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10.14
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Defense & Security Technology Group, LLC, Command Information Center – Data Integration Proof of Concept, dated June 27, 2011 (filed as Exhibit (E)(iv) thereto)
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Form 8-K
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October 4, 2011
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10.15
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Agreement and Plan of Merger
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10.16
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NAVAIR PMA 265 contract, in regard to a Program Budget & Asset Management Tool Proof of Concept Pilot, dated July 15, 2011
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10.17
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NAVAIR 4.2 Cost Performance contract, in regard to Command Information Center - Data Integration (CIC-DI) Proof of Concept, dated July 15, 2011
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10.18
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Sotera Defense Solutions, Inc. subcontract number SOTERA-SA-FY11-040, dated June 20, 2011
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10.19
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$4,000 Promissory Note – September 13, 2011
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10.20
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CACI Prime Contract No.: W15P7T-06-D-E402 Prime Delivery Order No.: 0060, dated August 24, 2011
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10.21
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$4,000 Promissory Note – September 13, 2011
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14.1
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[Proposed] Code of Business Conduct and Ethics
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Form 10-Q
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May 21, 2012
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10.22
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Agreement dated as of October 17, 2011, by and among Deborah Sue Ghourdjian Separate Property Trust, Matthew Ghourdjian, Daniel F. Terry, Jr., Roberti Jacobs Family Trust, Acquired Sales Corp., Vincent J. Mesolella, and Minh Le
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Form 10-Q
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November 13, 2012
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10.23
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Firm Fixed Price subcontract; Defense & Security Technology Group, Inc. subsidiary and CAS, Inc., dated September 19, 2012
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10.24
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Firm-Fixed-Price, Level-of-Effort, IDIQ Subcontract; Cogility subsidiary and Booz Allen Hamilton, dated November 1, 2012
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Form 8-K
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January 16, 2013
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10.25
99.1
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Stock Purchase Agreement dated January 11, 2013 regarding sale of our subsidiary Cogility Software Corporation to Drumright Group, LLC.
Press Release
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Form 8-K
10.26
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February 12, 2013
Amendment No. 1 Stock Purchase Agreement
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Form 8-K
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August 1, 2013
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10.27
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Amendment No. 2 Stock Purchase Agreement
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10.28
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Release Agreement
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Form 8-K
99.1
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September 4, 2013
Letter – Change of certifying accountant due to acquisition of accountant
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Form 8-K
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October 4, 2013
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10.29
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Stock Purchase Agreement dated March 31, 2013
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Form 8-K
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July 16, 2014
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10.30
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Promissory Note; William Noyes Webster Foundation, Inc.
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10.31
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Security Agreement relating to Promissory Note with the William Noyes Webster Foundation, Inc.
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Form 8-K
10.32
99.1
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December 2, 2014
Letter of Intent; Acquired Sales Corp. Merger with PPV, Inc. and Bravo Environmental NW, Inc.
Press Release
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| This 10-Q |
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| 31.1 |
Certification of principal executive officer and 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 executed by Gerard M. Jacobs |
| 32.1 |
Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by Gerard M. Jacobs |
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101.INS
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XBRL Instance Document*
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101.PRE.
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XBRL Taxonomy Extension Presentation Linkbase*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase*
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101.SCH
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XBRL Taxonomy Extension Schema*
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*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed "furnished" and not "filed" or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: May 13, 2016
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ACQUIRED SALES CORP.
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By:
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/s/ Gerard M. Jacobs
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Gerard M. Jacobs
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Chief Executive Officer
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