FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-52102

Acquired Sales Corp.
(Exact name of registrant as specified in its charter)

Nevada
87-40479286
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer Identification Number)
 
31 N. Suffolk Lane, Lake Forest, Illinois 60045
(Address of principal executive offices)

(847) 404-1964
(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  o No x .

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  o No x
 

 
 

 

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.

Large Accelerated Filer o
 
Accelerated Filer o
 
Non-Accelerated Filer o
(Do not check if a smaller
reporting company)
 
Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  x No o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common units, as of the latest practicable date: 5,832,482 shares of common stock, par value $.001 per share, outstanding as of May 15, 2010.

Transitional Small Business Disclosure Format (Check one): Yes  o   No x .
 

 

 
 

 
 
ACQUIRED SALES CORP.

- INDEX -
 
     
Page(s)
 PART I – FINANCIAL INFORMATION:
   
       
   
       
   
       
   
       
   
 
       
   
       
 
       
  4
       
Item 4.  
       
 PART II – OTHER INFORMATION:
   
       
 
       
 
       
 
       
 
       
 
       
 
       
 
 


 
 
 

 
Item  1. Financial Statements
 
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
 
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
 
The results for the period ended March 31, 2010 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission for the period ended September 30, 2009.
 
 
 
 

 
 
 
(a development stage enterprise)
 
Unaudited Condensed Balance Sheets
 
             
   
March 31,
   
September 30,
 
   
2010
   
2009
 
             
Assets:
           
Current Assets:
           
   Cash
  $ -     $ 12  
   Pre-paid expense
    -       25  
Total Assets
  $ -     $ 37  
                 
Liabilities and Stockholders' Deficit:
               
Current Liabilities:
               
   Deficit in bank
  $ 125     $ -  
   Accounts payable
    6,055       2,371  
   Note payaable - related party
    20,000       10,000  
   Note interest payable - related party
    -       82  
Total Current Liabilities
    26,180       12,453  
                 
Stockholders' Deficit:
               
   Preferred stock, $0.001 par value, 10,000,000 shares
               
     authorized, no shares issued and outstanding
    -       -  
   Common stock, $0.001 par value, 50,000,000 shares
               
     authorized, 5,832,482 shares issued and outstanding
    5,833       5,833  
   Additional paid-in capital
    145,967       145,967  
   Deficit accumulated prior to the development stage
    (69,151 )     (69,151 )
   Deficit accumulated during the development stage
    (108,829 )     (95,065 )
Total Stockholders' Deficit
    (26,180 )     (12,416 )
Total Liabilities and Stockholders' Deficit:
  $ -     $ 37  
                 
See accompanying notes to the condensed financial statements.
 
 

 
F-1

 
 
(a development stage enterprise)
 
Unaudited Condensed Statements of Operations
 
                               
                           
For the period
 
                           
May 27, 2004
 
                           
(Date of Inception
 
   
For the Three Months Ended
   
For the Six Months Ended
   
of the Development
 
   
March 31,
   
March 31,
   
Stage) through
 
   
2010
   
2009
   
2010
   
2009
   
March 31, 2010
 
                               
Expenses:
                             
   General and
                             
     administrative
  $ (7,765 )   $ (1,613 )   $ (12,864 )   $ (7,449 )   $ (161,475 )
   Waiver of tax
                                       
     liability penalty
    -       -       -       -       60,364  
   Interest
    (493 )     (166 )     (900 )     (166 )     (7,718 )
Net Loss
  $ (8,258 )   $ (1,779 )   $ (13,764 )   $ (7,615 )   $ (108,829 )
                                         
Basic and diluted
                                       
   loss per share
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
Basic and diluted
                                       
   weighted average
                                       
   common shares
                                       
   outstanding
    5,832,482       5,832,482       5,832,482       5,832,482          
                                         
See accompanying notes to the condensed financial statements.
 
 
 
 
F-2


 
(a development stage enterprise)
 
Unaudited Condensed Statements of Cash Flows
 
                   
               
For the period
 
               
May 27, 2004
 
               
(Date of Inception
 
   
For the Six Months Ended
   
of the Development
 
   
March 31,
   
Stage) through
 
   
2010
   
2009
   
March 31, 2010
 
                   
Cash Flows from Operating Activities:
                 
   Net loss
  $ (13,764 )   $ (7,615 )   $ (108,829 )
   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 )
        Issuances of warrants for services
    -       -       11,970  
   Changes in assets and liabilities:
                       
     Prepaid expenses
    25       (144 )     -  
     Accounts payable
    3,684       (750 )     6,055  
     Note interest payable - related party
    (82 )     8       -  
     Payroll tax penalties and accrued interest
    -       -       (8,787 )
Net Cash Used by Operating Activities
    (10,137 )     (8,501 )     (159,935 )
                         
Cash Flows from Financing Activities:
                       
   Deficit in bank
    125       -       125  
   Proceeds from issuance of note payable to
                       
     related party
    10,000       10,000       215,000  
   Payment of principal on note payable to
                       
     related party
    -       -       (95,000 )
   Proceeds from issuance of common stock
    -       -       40,000  
   Redemption of common stock
    -       -       (190 )
Net Cash Provided by Financing Activities:
    10,125       10,000       159,935  
                         
Net Increase (Decrease) in Cash
    (12 )     1,499       -  
Cash at Beginning of Period
    12       670       -  
                         
Cash at End of Period
  $ -     $ 2,169     $ -  
                         
Supplemental Cash Flow Information
                       
Cash paid for interest
  $ 971     $ 166          
                         
See accompanying notes to the condensed financial statements.
 
 

 
F-3


Acquired Sales Corp.
(a development stage enterprise)
Notes to Unaudited Condensed Financial Statements

Note 1: Basis of Presentation

The accompanying unaudited condensed financial statements of Acquired Sales Corp. (the “Company”) were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Management of the Company (“Management”) believes that the following disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended September 30, 2009 included in the Company’s Form 10-K report.

These unaudited condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of Management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the six months ended March 31, 2010, are not necessarily indicative of the results that may be expected for the year ending September 30, 2010 or for any other period.

Note 2: Organization and Summary of Significant Accounting Policies

The Company was incorporated under the laws of the State of Nevada on January 2, 1986. In August 2001, the Company ceased all of its prior operations and remained dormant from then until May 27, 2004 when it began new development stage activities.

Development stage enterprise – The Company is a development stage enterprise and has not engaged in any operations that have generated any revenue. The Company’s efforts have been devoted primarily to raising capital, borrowing funds and attempting to enter into a reverse acquisition with an operating entity.

Use of estimates – These unaudited condensed financial statements are prepared in conformity with accounting principles generally accepted in the United States of America which require that Management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The use of estimates and assumptions may also affect the reported amounts of revenues (if any occur in the future) and expenses. Actual results could differ from those estimates or assumptions.

Basic and diluted loss per share of common stock – Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the periods. Diluted loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding and dilutive potential common shares. There were 175,000 warrants outstanding at March 31, 2010 and 2009 that were excluded from the calculation of diluted loss per share because they were anti-dilutive.

Business condition – The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the six months ended March 31, 2010, the Company had no revenue, had a net loss of $13,764 and used $10,137 of cash in its operating activities. During this same period the Company received $10,000 from the issuance of an unsecured note payable to a related party. At March 31, 2010 the Company had a deficit cash position of $125. The accompanying financial statements do not include any adjustments that might result if the Company were to no longer be a going concern. The Company's ability to meet its ongoing financial requirements is dependent on Management being able to obtain additional equity and/or debt financing, the realization of which is not assured.

 
 
F-4


 
Acquired Sales Corp.
(a development stage enterprise)
Notes to Unaudited Condensed Financial Statements (continued)

Note 3 – Letter Agreement and Warrants

Effective as of August 2007, the Company entered into a Letter Agreement with a private merchant bank to provide certain services related to the identification, evaluation and financing of potential acquisitions by the Company. Pursuant to the Letter Agreement, the merchant fulfilled their obligation to provide services on December 31, 2007.   Under the terms of the agreement, the Company paid a one-time $20,000 fee and prepaid accountable expenses of $10,000. In addition, the Company issued warrants exercisable for 175,000 shares of common stock at $0.10 per share. The Company valued these warrants at August 2007 at $11,970 using the Black-Scholes option pricing model with the following assumptions: 150% volatility; risk free interest rate of 6.25%; 0% yield; and 3.0 year estimated life and charged this amount to expense. Under certain conditions and events, the Company may become obligated to make additional cash payments of six percent of the gross proceeds of an equity investment and three percent of the gross proceeds of a debt investment received by the Company and two percent of the consideration received by the Company as a transactional fee. The Company may also be required to issue additional warrants exercisable at the same price as shares being issued in an equity investment.

Note 4 – Note Payable to Related Party

During January 2009 and again in November 2009, the Company issued an unsecured demand promissory note to the spouse of one of the directors, who is also the current sole officer of the Company, in the amounts of $10,000 each. These notes bear interest at 10% per annum. During the six months ended March 31, 2010, the Company incurred interest expense of $900 and made cash payments of $971 for interest. At March 31, 2010, the total principal amount of these notes was $20,000.

Note 5 – Subsequent Events

During April 2010 the Company received $4,000 in cash from an entity related to the Company’s sole officer and one of its directors. The Company issued an unsecured demand promissory note that bears interest at 10% per annum upon receipt of the cash.
 
 
 
F-5


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice
 
Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Acquired Sales Corp. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
 
The Company is presently operating as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

Results of Operations

Revenues, Operating Costs and Losses

For the three months ending March 31, 2010, the Company had no revenues and incurred general and administrative expenses of $7,765. For the six months ending March 31, 2010, the Company had no revenues and incurred general and administrative expenses totaling $12,864. These expenses for both periods are substantially due to legal, accounting, audit and other professional service fees incurred in relation to corporate governance and SEC-related compliance matters. For the period from inception of our new developmental stage (May 27, 2004) through March 31, 2010, the Company had no activities that produced revenues from operations and has had a net loss of $(108,829) since inception of its new developmental stage and  $(8,258) in the three months ended March 31, 2010. These losses are primarily due to the legal, accounting, audit and other professional service fees incurred in relation to corporate governance and SEC-related compliance matters referenced above.

The following is a summary of the Company's cash flows from operating, investing, and financing activities:
 
For the Cumulative Period from Inception of our new developmental stage (May 27, 2004) through March 31, 2010.
 

 
1

 
 
 
 
 
 
Six Months
Ended Stage)
March 31, 2010
   
For the period
May 27, 2004 (Date of Inception of the Development through
March 31, 2010
 
                     
Net Cash (Used) by Operating Activities
  $   (10,137)     $   (159,935)  
Net Cash (Used) by Investing Activities
  $   -     $   -  
Net Cash (Used) Provided by Financing Activities
  $   10,000     $   159,810)  
Net Increase (Decrease) in Cash
  $   (137)     $   (125)  
 
The Company has nominal assets and has generated no revenues since inception of our new developmental stage. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
 
Plan of Operations

The Company currently does not engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury. In some cases, we have funded our treasury with cash received from related parties.  In the next 12 months, cash will need to be raised in order for us to conduct our plan of operations. There is no assurance that such cash can be raised on acceptable terms, if at all.

During the next twelve months we anticipate incurring costs related to:
 
 
(i)
filing of reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and

 
(ii)
consummating an acquisition. 

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. However, no such loans or investments have yet been arranged, and the willingness of our stockholders, management or other investors to make such loans or investments, or on reasonable terms, cannot be guaranteed.

The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
 

 
2

 
Since the commencement of our new developmental stage, our officers and directors have had limited contact or discussions with representatives of other entities regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
 
The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

The United States and North American economies are currently undergoing profound recessions that are negatively affecting our ability to identify, assess, negotiate and finance a potential acquisition. We cannot predict when this recessionary period will end or when the climate for effectively executing our business plan will improve.

Liquidity and Capital Resources

As of March 31, 2010, the Company had no assets and current liabilities of $26,180 as of March 31, 2010. During January 2009, we issued a demand promissory note to CEO and Director Gerard M. Jacobs’ spouse in the amount of $10,000; the note bears interest at 10% per annum and is unsecured. On November 9, 2009, we entered into an additional demand promissory note with this same individual in the amount of $10,000 bearing interest at 10% per annum. The principal amount of these notes is $10,000 each, and bear interest at 10% per annum. The Company incurred interest expense of $493 and $166 during the three months ended March 31, 2010 and 2009, respectively. Total interest expenses was $900 and $166 for the six months ended March 31, 2010 and 2009, respectively.

Need for Additional Financing

Additional funding will be required in order for the company to survive as a going concern and to finance growth and to achieve our strategic objectives. Management is actively pursuing additional sources of funding. If we do not raise sufficient funds in the future, we may not be able to fund expansion, take advantage of future opportunities, meet our existing debt obligations or respond to unanticipated requirements. Financing transactions in the future may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

The amount and timing of our future capital requirements will depend upon many factors, including the level of funding received from possible future private placements of our common stock and the level of funding obtained through other financing sources, and the timing of such funding.
 

 
3


We intend to retain any future earnings to retire any existing debt, finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes.

Going Concern

The accompanying financial statements have been prepared assuming we will continue as a going concern.  We have had substantial operating losses for the past years and are dependent upon outside financing to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to raise necessary funds from shareholders to satisfy the expense requirements of the Company.

Governmental Regulations

None.

Research and Development

None.

Employees

We currently have no full time employees.

Off-Balance Sheet Arrangements
 
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  
  
Item 3.   Quantitative And Qualitative Disclosures About Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4.   Controls And Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (“ Exchange Act ”) we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as March 31, 2010, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive and Chief Financial Officer. Based upon that evaluation, our Chief Executive and Chief Financial Officer have concluded that a material weakness exists due to our disclosure controls and procedures not being effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to them to allow timely decisions regarding required disclosure.  Such reasons for ineffectiveness is to be described in pending amendments to the Company’s Form 10-K for the period ending September 30, 2009.
 

 
4

 
During our most recently completed fiscal quarter ended March 31, 2010, there were no changes in our internal control over financial reporting that have 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.

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission Of Matters To A Vote Of Security Holders.

None.

Item 5. Other Information.

None.
 
Item 6. Exhibits.   (filed with this report unless indicated below)
 
(a) 
Exhibits (filed with this report unless indicated below)
 
 
Exhibit 3.1*
Articles of Incorporation dated December 12, 1985                                                                                     
     
 
Exhibit 3.2*
Amended Articles of Incorporation Dated July 1992
     
 
Exhibit 3.3*
Amended Articles of Incorporation Dated November 1996
     
 
Exhibit 3.4*
Amended Articles of Incorporation Dated June 1999
     
 
Exhibit 3.5*
Amended Articles of Incorporation Dated January 25, 2006
     
 
Exhibit 3.6*
Amended Bylaws
     
 
Exhibit 9.1**
Shareholder Agreement
     
 
Exhibit 10.1
Private Merchant Banking Agreement-Anniston Capital, Inc.
     
 
Exhibit 10.2
Warrant Agreement #1-Anniston Capital, Inc.
     
 
Exhibit 10.3
Warrant Agreement #2-Anniston Capital, Inc.
     
 
Exhibit 10.4
$100,000 Promissory Note – December 1, 2007
     
 
Exhibit 10.5
$10,000 Promissory Note – December 30, 2009
     
 
Exhibit 10.6
$10,000 Promissory Note – November 9, 2009
     
 
Exhibit 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
     
 
Exhibit 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
     
* Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as filed with the SEC on March 23, 2007, and incorporated herein by this reference.
 
** Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on August 2, 2007, and incorporated herein by this reference.
 
b.   Reports on Form 8-K
none.
 
 
 
5

 
 
SIGNATURES

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.
 
Dated: May 18, 2010
   
 
ACQUIRED SALES CORP.
 
By: /s/ Gerard M. Jacobs
Gerard M. Jacobs, Chief Executive Officer and Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 
6

 
 


Exhibit 31.1
 

Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427

I, Gerard M. Jacobs, certify that:

1.  I have reviewed this report on Form 10-Q of Acquired Sales Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:

a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in registrant’s internal control over financial reporting the occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 18, 2010
/s/ Gerard M. Jacobs
 
Gerard M. Jacobs
Principal Executive Officer
Principal Financial Officer

Exhibit 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Acquired Sales Corp. (the "Company") on Form 10-Q for the three month period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerard M. Jacobs, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
/s/ Gerard M. Jacobs
 
 
Gerard M. Jacobs Principal Executive Officer
Principal Financial Officer
May 18, 2010

 


Anniston Capital, Inc.
PRIVATE MERCHANT BANKING
445 Park Avenue
New York  New York  10022
Telephone (212) 750-7755
Facsimile (212) 750-2548


August 1, 2007


Mr. Gerard Jacobs
Chairman and Chief Executive Officer
Acquired Sales Corp.
1029 East 380 North Circle
American Fork, UT  84003

Dear Mr. Jacobs:

This letter (the “Agreement”) will confirm the agreement between Acquired Sales Corp. (“AQSP”) and Anniston Capital, Inc. (“Anniston”) with respect to the services Anniston will be performing for AQSP in connection with strategic advice, one or more Transactions or Capital Introductions (as such terms are hereinafter defined) and the compensation to be paid to Anniston for such services.

1.            Services of Anniston .  During the Term (as hereinafter defined), Anniston will be, on an exclusive basis, (i) a strategic advisor to AQSP in its evaluation of operating alternatives, capital requirements, corporate structures, public relations strategies, investor relations strategies, choices of and access to trading exchanges, introductions to market-makers, and similar matters, (ii) a financial advisor to AQSP in evaluating and completing one or more Transactions and (iii) a “finder” for AQSP in connection with one or more introductions to investors (collectively, the “Capital Introductions”) for the purpose of completing one or more sales of equity and/or debt securities of AQSP to one or more third parties (an “Equity Investment” or a “Debt Investment,” respectively, and collectively, an “Investment”).  Anniston will, except as specifically provided for herein, assist AQSP, its attorneys, accountants and other advisors, in preparing for and negotiating one or more Transactions with any counterparties to a Transaction and their representatives.

2.            Compensation of Anniston .  In connection with Anniston’s services, AQSP will deliver to Anniston or its designees, upon the execution of this Agreement, (i) a warrant to acquire 175,000 shares of the common stock of AQSP at an exercise price of $0.10 per share (the “Retainer Warrants,” which will be in substantially the form of Exhibit A hereto) and (ii) a cash fee of $20,000 (the “Retainer Fee”).
 
 
 
 

 
 
 
           In addition, in the event of one or more completed Transactions or Investments during the Term, Anniston will be entitled to (i) an amount payable in cash equal to six percent (6%) of the gross proceeds to AQSP of an Equity Investment (the “Equity Investment Amount”) and three percent (3%) of a Debt Investment (the “Debt Investment Amount” and, collectively with the Equity Investment Amount, the “Investment Amount”) (the “Success Fee”), (ii) a warrant to acquire a number of shares of common stock of AQSP equal to three percent (3%) of the Investment Amount divided by the price per share of the Equity Investment, at an exercise price per share equal to the price per share of the Equity Investment (the “Success Warrant,” which will be in substantially the form of Exhibit A hereto), (iii) an amount payable in cash equal to two percent (2%) of the Consideration in a Transaction (the “M&A Fee”), which shall not be payable with respect to the proposed acquisition of Findology Interactive Media, Inc. (“Findology”).  In the event there are ongoing negotiations at the end of the Term, Anniston’s entitlement to the Success Fee, Success Warrant and M&A Fee will continue with respect to Transactions or Investments completed with counterparties to such negotiations. Notwithstanding any termination of this Agreement, Anniston will be entitled to the Success Fee, Success Warrant and M&A Fee in the event that, at any time within two years after the date of such termination, AQSP enters into an agreement that results in the consummation of a Transaction or Investment or consummates a Transaction or Investment with any counterparty (i) introduced to AQSP by Anniston or (ii) which AQSP had requested Anniston to contact.  In order to determine the counterparties to which the foregoing applies, (x) Anniston will, on a weekly basis, notify AQSP in writing of the name and contact information for each counterparty Anniston has contacted and (y) AQSP will make all requests for Anniston to contact a counterparty in writing, transmitted by email or facsimile.  The total list of counterparties identified under (x) and (y) in the preceding sentence shall be updated weekly and constitute the counterparties for which Anniston will be due the Success Fee, Success Warrant and M&A Fee in the event of one or more completed Transactions or Investments.

The Success Fee and M&A Fee will be payable via cashier’s check or wire transfer and will be payable by AQSP to Anniston or its designee(s) upon the closing of each Transaction or Investment (except as set forth in the following sentence). If the Consideration or Investment Amount is subject to increase by contingent payments related to future events or by the exercise of options, the portion of the Success Fee relating thereto shall be calculated and paid to Anniston or its designee(s) when, as and if such payments are made. The Success Warrant will be delivered by AQSP to Anniston or its designee(s) upon the first closing of any Transaction or Investment.

The Fees do not include out-of-pocket expenses advanced on behalf of AQSP by Anniston, such as travel, courier services, printing, etc. Upon the execution of this Agreement, AQSP shall advance to Anniston $10,000 to be applied against expenses, which will be accounted for on a weekly basis by Anniston to AQSP in writing. Amounts in excess of the advance will be billed separately as incurred, with payment by AQSP due upon receipt.
 
 
 
 

 

 
3.            Term and Breach Provisions .  This Agreement and the exclusivity provisions herein shall have a term beginning on the date this letter is executed by you and ending on December 31, 2007 (the “Term”), provided that, in the event the acquisition of Findology is completed by AQSP, the Term shall extend to August 1, 2008. In the event of (i) any breach of Anniston’s rights of exclusivity hereunder and (ii) the completion of a Transaction or Investment resulting from such breach, with a closing before or after the end of the Term, AQSP shall pay to Anniston a “Breach Fee” consisting of (i) the Success Fee which would have been payable on such Investment, (ii) the Success Warrant which would have been payable on such Investment and (iii) the M&A Fee which would have been payable on such Transaction.

4.            Certain Definitions .

a.            AQSP .  The term “AQSP” as used in this Agreement will include AQSP and all businesses, partnerships, firms, corporations, or business entities controlled by AQSP.

b.            Consideration .  In the event of a Transaction, the term “Consideration” as used in this Agreement means the cash consideration paid to a counterparty or its shareholders, plus the face amount of indebtedness for borrowed money of a counterparty assumed by AQSP, plus any new indebtedness issued to a counterparty or its shareholders, plus the fair market value (upon the closing of the Transaction) of the equity securities of AQSP issued to such counterparty or its shareholders.

c.            Equity Investment .  An Equity Investment shall include funds used to purchase (i) common stock of AQSP, (ii) preferred stock of AQSP, (iii) debt instruments that are convertible into equity securities of AQSP, and (iv)any other AQSP obligations in which the holder has rights to acquire AQSP equity of any kind, even if in addition to a right of repayment of debt.

d.            Fee .  The term “Fee” as used in this Agreement will mean (i) the Retainer Warrant, (ii) the Retainer Fee, (iii) the Success Fee, (iv) the Success Warrant, (v) the M&A Fee, and (vi) the Breach Fee. No Fee payable to any other person, by AQSP or any other entity, in connection with any Transaction, Investment, or breach hereunder, shall reduce or otherwise affect any Fee payable hereunder. Once earned, all Fees shall not be refundable or subject to reduction. If requested by Anniston, AQSP shall provide to Anniston a bound copy of the closing documents for each Transaction or Investment at AQSP’s expense. AQSP shall consent to Anniston’s public announcement and/or advertisement of its role as strategic advisor to AQSP, financial advisor to AQSP with respect to any completed Transaction or “finder” for AQSP with respect to any Investment.

e.            Transaction .  The term “Transaction” as used in this Agreement will mean any method by which AQSP acquires, in one transaction or a series of transactions, an interest in the stock, assets or other equity or debt securities of a counterparty, including without limitation, merger, purchase of substantially all of the assets, recapitalization, the formation of a partnership, joint venture or other technique or device employed to accomplish a change in the capital structure, ownership, management or control of a counterparty or all or any material portion of its assets for the benefit of AQSP.
 
 
 
 

 

 
5.            Other matters .

a.            Indemnification .  AQSP will indemnify and hold Anniston, its officers, directors, employees and affiliates, including BAJA Advisors, LLC (each an “Indemnified Party”), harmless with respect to any liability, claim, damage and expense (including reasonable attorneys’ fees) related to any claims arising from any information furnished to Anniston by AQSP, or arising from any representation, warranty or covenant made in a definitive agreement to consummate the Transaction by AQSP to a counterparty provided , however, there shall be excluded from such indemnification any such claims, losses, damages, liabilities, costs or expenses that arise out of or are based upon any action or failure to act by any Indemnified Party, other than an action or failure to act undertaken at the request or with the consent of AQSP, that is found in a final judicial determination (or a settlement tantamount thereto) to constitute bad faith, willful misconduct or gross negligence on the part of any Indemnified Party.

In case any proceeding shall be instituted in respect of which an Indemnified Party may seek indemnification, such Indemnified Party shall promptly notify AQSP, but the failure to so notify AQSP will not relieve it from any liability that it may have hereunder or otherwise, except to the extent such failure materially prejudices the rights of AQSP with respect to such proceeding. AQSP, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others AQSP may designate in such proceeding and shall pay as incurred the fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel at its own expense, except that AQSP shall pay as they are incurred the fees and expenses of one counsel retained by all of the Indemnified Parties in the event that (i) AQSP and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both AQSP and the Indemnified Party and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of the Indemnified Party, due to actual or potential differing interests between them.

Each Indemnified Party also agrees, so long as AQSP has complied in full with its obligations under this Agreement, not to settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder without the prior written consent of AQSP (which consent shall not be unreasonably withheld).

 
 
 

 
 
 
b.            Confidentiality .
 
               (i)            Any financial advice, written or oral, rendered by Anniston pursuant to this Agreement is intended solely for the benefit and use of AQSP in considering the matters to which this agreement relates, and AQSP agrees that such advice may not be disclosed publicly or made available to third parties except, (i) with the prior written consent of Anniston, which consent shall not be unreasonably withheld, (ii) such advice may be disclosed to the extent compelled by law, rule or regulation or judicial or administrative process or proceeding, or (iii) to the extent such advice is already publicly available other than in violation of this Agreement.

(ii)           This Agreement, the identity of any counterparty, the possibility of a Transaction or Investment, the fact that discussions or negotiations have taken or may take place, or any other facts with respect to a Transaction or Investment, including the status thereof will be kept confidential and shall not, without AQSP’s prior consent, be disclosed by Anniston to any third party and shall not be used by Anniston other than in connection with the possible Transaction or Investment, except (i) Anniston may disclose the information to its affiliates and each of their employees, shareholders, partners, members, affiliates, agents, representatives, accountants and attorneys on a need to know basis provided such other persons are informed by Anniston of the confidential nature of this Agreement, identity of any counterparty and a possible Transaction or Investment and agree in writing with Anniston not to disclose this Agreement, identity of any counterparty and a possible Transaction or Investment without AQSP’s prior written consent, or (ii) this Agreement, identity of any counterparty and a possible Transaction or Investment may be disclosed to the extent compelled by law, rule or regulation or judicial or administrative process or proceeding.

c.            Independent Contractor .  Anniston has been retained under this Agreement as an independent contractor, and it is understood and agreed that this Agreement does not create a fiduciary relationship between Anniston and AQSP.

d.            Representation .  Anniston hereby represents that it will be acting solely in the capacity of strategic advisor to AQSP, financial advisor for mergers and acquisitions and as a “finder” with respect to Capital Introductions, and will not sell or offer to sell any securities of AQSP. Anniston hereby agrees that its activities will be limited to those consistent with its role as a strategic advisor, financial advisor for mergers and acquisitions and as a “finder” with respect to Capital Introductions, and will not include any actions which would be considered by the NASD, SEC or any recognized securities exchange to be brokerage activities which would require its registration as a broker/dealer.

e.            Governing Law .  This Agreement and any claim related directly or indirectly to this Agreement (including any claim concerning advice provided pursuant to this agreement) shall be governed and construed in accordance with the laws of the State of New York (without regard to the conflicts of law provisions thereof).

f.            Jurisdiction .  No such claim shall be commenced, prosecuted or continued in any forum other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, and each of the parties hereby submits to the jurisdiction of such courts. Each of Anniston and AQSP hereby waives on behalf of itself and its successors and assigns any and all right to argue that the choice of forum provision is or has become unreasonable in any legal proceeding. Each of Anniston and AQSP waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of the engagement of Anniston pursuant to, or the performance by Anniston of the services contemplated by this agreement.
 
 
 
 

 

 
g.            Authority .  The execution of this letter agreement will constitute a representation by AQSP that the execution and delivery of this letter agreement and the performance by AQSP of its obligations hereunder have been duly authorized.

h.            No Definitive Agreement .  AQSP shall have the right to reject or accept any possible Transaction, Investment or proposal for any reason whatsoever, at any time, in its sole discretion, and to terminate negotiations with any counterparty concerning a possible Transaction or Investment at any time for any reason whatsoever.

i.            Entire Agreement; Amendment .  This Agreement constitutes the full, complete and final expression of the parties’ understanding with respect to the subject matter hereof and can only be amended by a writing signed by the parties hereto.


If this Agreement correctly sets forth our agreement on the matters covered herein, please so indicate by signing and returning the enclosed copy of this letter, and upon such execution this Agreement will constitute a legally binding agreement between us, enforceable in accordance with its terms.

Very truly yours,

Anniston Capital, Inc.


By:      /s/ Michael A. Asch
Michael A. Asch
President

Accepted and agreed to
On August 1, 2007

Acquired Sales Corp.

By:            /s/ Gerard M. Jacobs
Its:           CEO


NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

ACQUIRED SALES CORP.

WARRANT

Warrant No. 1 Date of Original Issuance: August 1, 2007

Acquired Sales Corp. , a Nevada corporation (the “ Company ”), hereby certifies that, for value received, Anniston Capital, Inc. or its registered assigns (the “ Holder ”), is entitled to purchase from the Company up to a total of 87,500 shares of common stock, $0.001 par value per share (the “ Common Stock ”), of the Company (each such share, a “ Warrant Share ” and all such shares, the “ Warrant Shares ”) at an exercise price equal to $0.10 per share (as adjusted from time to time as provided in Section 8, the “ Exercise Price ”), at any time and from time to time from and after the date hereof and through and including December 31, 2010 (the “ Expiration Date ”), and subject to the following terms and conditions:

1.            Registration of Warrant .  The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company nay deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

2.            Registration of Transfers .  The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.
 
 
 
 

 

 
3.            Exercise and Duration of Warrants .  This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the date hereof to an including the Expiration Date. At 5:30 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value.
 
4.           Delivery of Warrant Shares .
 
(a)           To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the attached Exercise Notice to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by law, shall be free of restrictive legends. The Company shall, upon request of the Holder and subsequent to the date on which a registration statement covering the resale of the Warrant Shares has been declared effective by the Securities and Exchange Commission, use commercially reasonable efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions, if available, provided, that, the Company may, but will not be required to change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A “Date of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.

(b)           The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
 
 
 
 

 

 
5.            Charges, Taxes and Expenses .  Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

6.            Replacement of Warrant .  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

7.            Reservation of Warrant Shares .  The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 8 ). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

8.            Certain Adjustments .  The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 8 .

(a)            Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.
 
 
 
 

 

 
(b)            Fundamental Transactions .  If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

(c)            Number of Warrant Shares . Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.
 
 
 
 

 

 
(d)            Calculations .  All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100 th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(e)            Notice of Adjustments . Upon the occurrence of each adjustment pursuant to this Section 8 , the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.

(f)            Notice of Corporate Events .  If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction, at least 10 calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

9.            Payment of Exercise Price .  The Holder may pay the Exercise Price in one of the following manners:

(a)            Cash Exercise . The Holder may deliver immediately available funds; or

(b)            Cashless Exercise .  The Holder may notify the Company in an Exercise Notice of its election to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:

X = Y [(A-B)/A]

where:

X = the number of Warrant Shares to be issued to the Holder.

Y = the number of Warrant Shares with respect to which this Warrant is being exercised.

A = the average of the closing prices for the five Trading Days immediately prior to (but not including) the Exercise Date.

B = the Exercise Price.

For purposes of Rule 144 promulgated under the Securities Act, it  is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.
 
 
 
 

 

 
10.            No Rights as Stockholder . Until the exercise of this Warrant, the Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

11.            No Fractional Shares .  No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the date of exercise.

12.            Notices . Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section prior to 5:30 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be: (i) if to the Company, to Acquired Sales Corp., 31 N. Suffolk, Lake Forest, IL, Attention: Chairman, or such other address as the Company shall so notify the Holder, or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section.
 
 
 
 

 

 
13.            Warrant Agent . The Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

       14.  
Miscellaneous .

(a)           This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns.

(b)           All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective Affiliates, employees or agents) may be commenced non-exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.
 
 
 
 

 
 
 
(c)           The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d)           In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

ACQUIRED SALES CORP.


By:   /s/ Gerard M. Jacobs

Name:  Gerard M Jacobs

Title:  CEO

 
 

 

 
ACQUIRED SALES CORP.

WARRANT ORIGINALLY ISSUED AUGUST 1, 2007 WARRANT NO. 1

EXERCISE NOTICE


To Acquired Sales Corp.:

The undersigned hereby irrevocably elects to purchase _______________ shares of Common Stock pursuant to the above captioned Warrant, and, if such Holder is not utilizing the cashless exercise provisions set forth in the Warrant, encloses herewith $____________ in cash, certified or official bank check or checks or other immediately available funds, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Exercise Notice relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant.

By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 10 of this Warrant to which this notice relates.

The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of

PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
 
                             (Please print name and address)
 
 
 
 

 

 
Warrant Shares Exercise Log

Date          Number of Warrant Shares                                          Number of Warrant                             Number of Warrant Shares
Available to be Exercised                                             Shares Exercised                                  Remaining to be Exercised
 
 
 
 

 

 
ACQUIRED SALES CORP.

WARRANT ORIGINALLY ISSUED AUGUST 1, 2007 WARRANT NO. 1

FORM OF ASSIGNMENT


[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________ the right represented by the above-captioned Warrant to purchase _________________ shares of Common Stock to which such Warrant relates and appoints ________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

Dated: ______________________, _________

____________________________________
(Signature must conform in all respects to
name of holder as specified on the face of the
Warrant)


____________________________________
Address of Transferee

____________________________________
____________________________________




In the presence of:


________________________________





NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

ACQUIRED SALES CORP.

WARRANT

Warrant No. 2 Date of Original Issuance: August 1, 2007

Acquired Sales Corp. , a Nevada corporation (the “ Company ”), hereby certifies that, for value received, BAJA Advisors, LLC or its registered assigns (the “ Holder ”), is entitled to purchase from the Company up to a total of 87,500 shares of common stock, $0.001 par value per share (the “ Common Stock ”), of the Company (each such share, a “ Warrant Share ” and all such shares, the “ Warrant Shares ”) at an exercise price equal to $0.10 per share (as adjusted from time to time as provided in Section 8, the “ Exercise Price ”), at any time and from time to time from and after the date hereof and through and including December 31, 2010 (the “ Expiration Date ”), and subject to the following terms and conditions:

1.            Registration of Warrant .  The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company nay deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

2.            Registration of Transfers .  The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.
 
 
 
 

 

 
3.            Exercise and Duration of Warrants .  This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the date hereof to an including the Expiration Date. At 5:30 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value.
 
4.           Delivery of Warrant Shares .
 
(a)           To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the attached Exercise Notice to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by law, shall be free of restrictive legends. The Company shall, upon request of the Holder and subsequent to the date on which a registration statement covering the resale of the Warrant Shares has been declared effective by the Securities and Exchange Commission, use commercially reasonable efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions, if available, provided, that, the Company may, but will not be required to change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A “Date of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.

(b)           The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
 
 
 
 

 

 
5.            Charges, Taxes and Expenses .  Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

6.            Replacement of Warrant .  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

7.            Reservation of Warrant Shares .  The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 8 ). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

8.            Certain Adjustments .  The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 8 .

(a)            Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.
 
 
 
 

 

 
(b)            Fundamental Transactions .  If, at any time while this Warrant is outstanding, (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

(c)            Number of Warrant Shares . Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.
 
 
 
 

 

 
(d)            Calculations .  All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100 th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(e)            Notice of Adjustments . Upon the occurrence of each adjustment pursuant to this Section 8 , the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.

(f)            Notice of Corporate Events .  If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction, at least 10 calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

9.            Payment of Exercise Price .  The Holder may pay the Exercise Price in one of the following manners:

(a)            Cash Exercise . The Holder may deliver immediately available funds; or

(b)            Cashless Exercise .  The Holder may notify the Company in an Exercise Notice of its election to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:

X = Y [(A-B)/A]

where:

X = the number of Warrant Shares to be issued to the Holder.

Y = the number of Warrant Shares with respect to which this Warrant is being exercised.

A = the average of the closing prices for the five Trading Days immediately prior to (but not including) the Exercise Date.

B = the Exercise Price.
 
 
 
 

 

 
For purposes of Rule 144 promulgated under the Securities Act, it  is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.

10.            No Rights as Stockholder . Until the exercise of this Warrant, the Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

11.            No Fractional Shares .  No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the date of exercise.

12.            Notices . Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section prior to 5:30 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be: (i) if to the Company, to Acquired Sales Corp., 31 N. Suffolk, Lake Forest, IL, Attention: Chairman, or such other address as the Company shall so notify the Holder, or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section.
 
 
 
 

 

 
13.            Warrant Agent . The Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

      14.  
Miscellaneous .

(a)           This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns.

(b)           All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective Affiliates, employees or agents) may be commenced non-exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.
 
 
 
 

 
 
 
(c)           The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d)           In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

ACQUIRED SALES CORP.


By:   /s/ Gerard M. Jacobs

Name:  Gerard M Jacobs

Title:  CEO
 
 
 
 

 

 
ACQUIRED SALES CORP.

WARRANT ORIGINALLY ISSUED AUGUST 1, 2007 WARRANT NO. 2

EXERCISE NOTICE


To Acquired Sales Corp.:

The undersigned hereby irrevocably elects to purchase _______________ shares of Common Stock pursuant to the above captioned Warrant, and, if such Holder is not utilizing the cashless exercise provisions set forth in the Warrant, encloses herewith $____________ in cash, certified or official bank check or checks or other immediately available funds, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Exercise Notice relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant.

By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 10 of this Warrant to which this notice relates.

The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of

PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER

                             (Please print name and address)
 
 
 
 

 


Warrant Shares Exercise Log

Date          Number of Warrant Shares                                       Number of Warrant                            Number of Warrant Shares
Available to be Exercised                                          Shares Exercised                                 Remaining to be Exercised
 
 
 
 

 

 
ACQUIRED SALES CORP.
 
WARRANT ORIGINALLY ISSUED AUGUST 1, 2007 WARRANT NO. 2
 
FORM OF ASSIGNMENT


[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________ the right represented by the above-captioned Warrant to purchase _________________ shares of Common Stock to which such Warrant relates and appoints ________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

Dated: ______________________, _________

____________________________________
(Signature must conform in all respects to
name of holder as specified on the face of the
Warrant)


____________________________________
Address of Transferee

____________________________________
____________________________________




In the presence of:


________________________________


                                                                                           
$100,000.00 (U.S.)     Dated: 12/1/2007
                                                           
PROMISSORY NOTE

FOR VALUE RECEIVED, Acquired Sales Corp. (“Maker” or the “Company”), promises to pay to the Roberti Jacobs Family Trust (“Holder”), or order, One-hundred thousand dollars and zero cents ($100,000.00).

1.   Payments .  The principal on the obligation represented hereby shall be repaid in full at the earlier of December 31, 2007 or upon demand, through a lump sum payment of interest and principal. All payments shall first be made to interest and then to a reduction of principal.

2.   Interest .  The obligation shall bear simple interest at the rate of ten percent (10%) per annum.

3.   Type and place of Payments .  Payment of principal and interest shall be made in lawful money of the United States of America to the above named holder at its offices in Salt Lake City, Utah, or order.

4.   Prepayment .  Advance payment or payments may be made on the principal and interest, without penalty or forfeiture.  There shall be no penalty for any prepayment.

5.   Default .  Upon the occurrence or during the continuance of any one or more of the events hereinafter enumerated, Holder or the holder of this Note may forthwith or at any time thereafter during the continuance of any such event, by notice in writing to the Maker, declare the unpaid balance of the principal and interest on the Note to be immediately due and payable, and the principal and interest shall become and shall be immediately due and payable without presentation, demand, protest, notice of protest, or other notice of dishonor, all of which are hereby expressly waived by Maker, such events being as follows:
 
                 (a) Default in the payment of the principal and interest of this Note or any portion thereof when the same shall become due and payable, whether at maturity as herein expressed, by acceleration, or otherwise, unless cured within five (5) days after notice thereof by Holder or the holder of such Note to Maker;
 
                 (b)  Maker becomes insolvent.
 
                 (c)   Maker shall file a voluntary petition in bankruptcy or a voluntary petition seeking reorganization, or shall file an answer admitting the jurisdiction of the court and any material allegations of any involuntary petition filed pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof, or shall be adjudicated bankrupt, or shall make an assignment for the benefit of creditors, or shall apply for or consent to the appointment of any receiver or trustee for Maker, or of all or any substantial portion of its property, or Maker shall make an assignment to any agent authorized to liquidate any substantial part of its assets; or

 
 
 

 
                 (d)   An order shall be entered pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof approving an involuntary petition seeking reorganization of the Maker, or an order of any court shall be entered appointing any receiver or trustee of or for Maker, or any receiver or trustee of all or any substantial portion of the property of Maker, or a writ or warrant of attachment or any similar process shall be issued by any court against all or any substantial portion of the property of Maker, and such order approving a petition seeking reorganization or appointing a receiver or trustee is not vacated or stayed, or such writ, warrant of attachment, or similar process is not released or bonded within 60 days after its entry or levy.

6.   Attorneys’ Fees .  If this Note is placed with an attorney for collection, or if suit be instituted for collection, herein, then in such event, the undersigned agrees to pay reasonable attorneys’ fees, costs, and other expenses incurred by holder in so doing.

7.   Construction .  This Note shall be governed by and construed in accordance with the laws of the State of Utah.

Acquired Sales Corp


By:  /s/ L. Dee Hall
        Duly Authorized Officer




DEMAND PROMISSORY NOTE

 
$10,000.00  January 30, 2009
 
The undersigned, ACQUIRED SALES CORP. (“Borrower”), a Nevada corporation, for value received, hereby acknowledges that: (a) on January 20, 2009, Borrower borrowed from GRACE A. ROBERTI (“Lender”) the principal sum of FIVE HUNDRED DOLLARS ($500.00), and (b) on the date hereof, Borrower borrowed from Lender the additional principal sum of NINE THOUSAND FIVE HUNDRED DOLLARS ($9,500.00). Therefore, the aggregate principal sum borrowed by Borrower from Lender is TEN THOUSAND DOLLARS ($10,000) (the “Principal Sum”).

Borrower promises to pay to the order of Lender, at 31 N. Suffolk Lane, Lake Forest, Illinois 60045 (or at such other place as may be designated by the holder hereof to Borrower from time to time), the Principal Sum, together with interest thereon as hereinafter provided, immediately ON DEMAND given by Lender to Borrower at any time, without the need for any advance notice of any kind.

The Principal Sum shall bear interest on the initial principal sum borrowed of $500 commencing on and as of January 20, 2009, and shall bear interest on the additional principal sum borrowed of $9,500 commencing on and as of the date hereof, to and including the date the Principal Sum is repaid in full, at a rate of ten percent (10%) per annum (the “Interest Rate”). Borrower shall pay all interest accrued but not yet paid on this loan immediately ON DEMAND given by Lender to Borrower at any time, without the need for any advance notice of any kind. If Lender has not made such demand on Borrower, then Borrower shall pay all interest accrued but not yet paid on this loan on the last day of each calendar month following the date hereof.

This Demand Promissory Note may be voluntarily prepaid by Borrower without any penalty or premium, in whole or in part, at any time or times. Any prepayment shall be applied first against any accrued and unpaid interest and then against the Principal Sum.

All or any portion of the Principal Amount not paid by Borrower to Lender immediately ON DEMAND given by Lender to Borrower at any time, and all or any interest accrued on the Principal Sum but not paid by Borrower to Lender immediately ON DEMAND given by Lender to Borrower at any time or not paid by Borrower to Lender on the last day of each calendar month following the date hereof in the absence of such a demand, shall bear a default rate of interest, commencing on and as of the date of such default to and including the date the such defaulted amount is repaid in full, at a rate equal to twenty-five percent (25%) per annum, compounded daily. Notwithstanding anything elsewhere contained herein to the contrary, the rate of interest payable hereunder shall in no event exceed the maximum lawful rate which may be charged under applicable law. Borrower represents and warrants to the holder hereof that the amounts borrowed under this Demand Promissory Note have been and will be used for business purposes.
 
 
 
 

 

 
Borrower hereby waives diligence, presentment, demand, protest and notice of every kind whatsoever. The failure of the holder hereof to exercise any of his rights hereunder in any particular instance shall not constitute a waiver of the same or of any other right in that or any subsequent instance. The holder hereof shall not, by any act of omission or commission, be deemed to waive any of her or his rights or remedies hereunder or in connection herewith unless such waiver shall be in writing and signed by the holder hereof, and then only to the extent specifically set forth therein. A waiver of one event shall not be construed as continuing or as a bar to or a waiver of such right or remedy of or on a subsequent event.

This Demand Promissory Note is made under and governed by, and shall be construed and enforced in accordance with, the laws of the State of Illinois without regard to conflict of laws principles. This Demand Promissory Note shall be binding upon the successors of Borrower.

In addition to the Principal Sum and interest thereon as hereinabove provided, Borrower promises to pay the holder hereof all reasonable attorneys fees, court costs and expenses paid or incurred by the holder hereof in connection with the collection of this Demand Promissory Note.


ACQUIRED SALES CORP.


By /s/ Roger S. Greene
Roger S. Greene, Director,
Pursuant to a resolution of the Board of Directors of
Acquired Sales Corp. adopted on January 16, 2009

DEMAND PROMISSORY NOTE

$10,000.00  November 9, 2009
                                                           
The undersigned, ACQUIRED SALES CORP. (“Borrower”), a Nevada corporation, for value received, hereby acknowledges that: (a) on October 30, 2009, Borrower borrowed from GRACE A. ROBERTI (“Lender”) the principal sum of TWO HUNDRED DOLLARS ($200.00), and (b) on the date hereof, Borrower borrowed from Lender the additional principal sum of NINE THOUSAND EIGHT HUNDRED DOLLARS ($9,800.00). Therefore, the aggregate principal sum borrowed by Borrower from Lender is TEN THOUSAND DOLLARS ($10,000) (the “Principal Sum”).

Borrower promises to pay to the order of Lender, at 31 N. Suffolk Lane, Lake Forest, Illinois 60045 (or at such other place as may be designated by the holder hereof to Borrower from time to time), the Principal Sum, together with interest thereon as hereinafter provided, immediately ON DEMAND given by Lender to Borrower at any time, without the need for any advance notice of any kind.

The Principal Sum shall bear interest on the initial principal sum borrowed of $200 commencing on and as of October 30, 2009, and shall bear interest on the additional principal sum borrowed of $9,800 commencing on and as of the date hereof, to and including the date the Principal Sum is repaid in full, at a rate of ten percent (10%) per annum (the “Interest Rate”). Borrower shall pay all interest accrued but not yet paid on this loan immediately ON DEMAND given by Lender to Borrower at any time, without the need for any advance notice of any kind. If Lender has not made such demand on Borrower, then Borrower shall pay all interest accrued but not yet paid on this loan on the last day of each calendar month following the date hereof.

This Demand Promissory Note may be voluntarily prepaid by Borrower without any penalty or premium, in whole or in part, at any time or times. Any prepayment shall be applied first against any accrued and unpaid interest and then against the Principal Sum.

All or any portion of the Principal Amount not paid by Borrower to Lender immediately ON DEMAND given by Lender to Borrower at any time, and all or any interest accrued on the Principal Sum but not paid by Borrower to Lender immediately ON DEMAND given by Lender to Borrower at any time or not paid by Borrower to Lender on the last day of each calendar month following the date hereof in the absence of such a demand, shall bear a default rate of interest, commencing on and as of the date of such default to and including the date the such defaulted amount is repaid in full, at a rate equal to twenty-five percent (25%) per annum, compounded daily. Notwithstanding anything elsewhere contained herein to the contrary, the rate of interest payable hereunder shall in no event exceed the maximum lawful rate which may be charged under applicable law. Borrower represents and warrants to the holder hereof that the amounts borrowed under this Demand Promissory Note have been and will be used for business purposes.
 
 
 
 

 

 
Borrower hereby waives diligence, presentment, demand, protest and notice of every kind whatsoever. The failure of the holder hereof to exercise any of his rights hereunder in any particular instance shall not constitute a waiver of the same or of any other right in that or any subsequent instance. The holder hereof shall not, by any act of omission or commission, be deemed to waive any of her or his rights or remedies hereunder or in connection herewith unless such waiver shall be in writing and signed by the holder hereof, and then only to the extent specifically set forth therein. A waiver of one event shall not be construed as continuing or as a bar to or a waiver of such right or remedy of or on a subsequent event.

This Demand Promissory Note is made under and governed by, and shall be construed and enforced in accordance with, the laws of the State of Illinois without regard to conflict of laws principles. This Demand Promissory Note shall be binding upon the successors of Borrower.

In addition to the Principal Sum and interest thereon as hereinabove provided, Borrower promises to pay the holder hereof all reasonable attorneys fees, court costs and expenses paid or incurred by the holder hereof in connection with the collection of this Demand Promissory Note.


ACQUIRED SALES CORP.


By /s/ Roger S. Greene
Roger S. Greene, Director,
Pursuant to a resolution of the Board of Directors of
Acquired Sales Corp. adopted on September 16, 2009