Nevada
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87-0479286
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(State of jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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31 N. Suffolk Lane, Lake Forest, Illinois
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60045
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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We are a development stage company with no operating history and, accordingly, you will have no basis upon which to evaluate our ability to achieve our business objectives.
We have entered into a new development stage and have not generated any revenue during this time. Therefore, our ability to begin new operations is dependent upon raising money and acquiring an operating company. Because we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve our business objectives, which are to raise money and acquire one or more domestic and/or foreign operating businesses, possibly in the software or manufactured housing communities industry. We will not generate any revenues until, at the earliest, if at all, after the consummation of a business combination. We cannot assure you that we can raise the money needed to consummate a business combination. We cannot assure you as to when, or if, a business combination will occur. If we are unable to successfully achieve our business objectives, our company and our stock price would be negatively impacted.
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Achieving our business objectives may present conflicts of interest for our current directors and officers.
If our current directors and officers choose to remain with us after raising money and a business combination, then they will be negotiating the terms of the money raising and the business combination, as well as the terms upon which they will continue to serve as our directors and officers. As such, our current directors and officers may have a conflict of interest in negotiating the terms of any money raising and business combination and, at the same time, negotiating the terms upon which they will continue to serve as our directors and officers. This could have a negative impact on our company and our stock price.
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Some or all of our current directors and officers may resign in conjunction with bringing in new management of our company, or upon raising money, or upon consummation of a business combination.
We cannot make any assurances regarding the future roles of our current directors and officers. We have no employment agreements with any of our existing management. Some or all of our current directors and officers may resign in conjunction with bringing in new management of our company, or upon raising money, or upon consummation of a business combination. This could have a negative impact on our company and our stock price.
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Attracting new directors and officers may be expensive, and may require that we enter into long term employment agreements, issue stock options, and otherwise incentivize the new directors and officers.
We may need to attract new directors and officers in order to achieve our business objectives, which are to raise money and acquire one or more domestic and/ or foreign operating businesses, possibly in the technology sector. Attracting new directors and officers may be expensive, and may require that we enter into long term employment agreements, issue stock options, and otherwise incentivize the new directors and officers. This could have a negative impact on our company and our stock price.
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We will have only a limited ability to evaluate potential new directors and officers, and the management of target businesses.
We may make a determination that our current directors and officers should not remain, or should reduce their roles, following money raising or a business combination, based on an assessment of the experience and skill sets of new directors and officers and the management of target businesses. We cannot assure you that our assessment of these individuals will prove to be correct. This could have a negative impact on our company and our stock price.
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Our chief executive officer has significant influence over us
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The Roberti Jacobs Family Trust irrevocably conveyed all of its voting power to Gerard M. Jacobs, our chief executive officer and chairman of our board of directors. In addition, Mr. Jacobs entered into irrevocable proxy agreements with stockholders owning an aggregate of 2,900,000 shares of our outstanding common stock. As a result of these agreements, Mr. Jacobs has voting control over 4,066,497 or 69.7% of our outstanding common stock. Consequently, Mr. Jacobs exerts significant influence over us through his ability to influence the election of directors and all other matters that require action by our stockholders. The voting power of Mr. Jacobs could have the effect of preventing or delaying a change in control of our company which he opposes even if our other stockholders believe it is in their best interests. In addition, Mr. Jacobs has the ability to influence our day-to-day operations.
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Our directors and officers allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This could have a negative impact on our ability to consummate money raising or a business combination.
Our directors and officers are not required to, and do not, commit their full time to our affairs, thereby causing conflicts of interest in allocating their time between our operations and the operations of other businesses. We do not intend to have any full-time employees prior to the consummation of a money raising or a business combination. Each of our directors and officers is engaged in several other business endeavors and is not obligated to contribute any specific number of hours per day or per week to our affairs. This situation limits our current directors’ and officers’ ability to devote time to our affairs and could have a negative impact on our ability to raise money or consummate a business combination. This could have a negative impact on our company and our stock price.
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We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our officers and directors, which may raise potential conflicts of interest.
We may decide to acquire one or more businesses affiliated with our officers and directors. Even if our board of directors independently determines that the target business or businesses have sufficient fair market value, potential conflicts of interest may still exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as it might have been absent any conflicts of interest. This could have a negative impact on our company and our stock price.
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We may have insufficient resources to cover our operating expenses and the expenses of raising money and consummating a business combination.
We have limited cash to cover our operating expenses for the next 24 months and to cover the expenses incurred in connection with money raising and a business combination. It is possible that we could incur substantial costs in connection with money raising or a business combination. If we do not have sufficient proceeds available to cover our expenses, we may be forced to obtain additional financing, either from our management or third parties. We may not be able to obtain additional financing on acceptable terms, if at all, and neither our management nor any third party is obligated to provide any financing. This could have a negative impact on our company and our stock price.
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The nature of our proposed operations is speculative and the success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the companies with which we may merge or which we acquire.
While management intends to seek a merger or acquisition of privately held entities with established operating histories, there can be no assurance that we will be successful in locating an acquisition candidate meeting such criteria. In the event we complete a merger or acquisition transaction, of which there can be no assurance, our success if any will be dependent upon the operations, financial condition and management of the acquired company, and upon numerous other factors beyond our control. If the operations, financial condition or management of the acquired company were to be disrupted or otherwise negatively impacted following an acquisition, our company and our stock price would be negatively impacted.
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We cannot assess specific business risks because we have not identified all business opportunities in which we may attempt to obtain an interest.
Due to the fact that we have not identified all potential target businesses for acquisition nor are we bound to make any specific acquisitions, we cannot describe the specific risks presented by such businesses. Among other risks, such target business may involve an unproven product, technology or marketing strategy, the ultimate success of which cannot be assured. The target business may be in competition with larger, more established firms which may have many competitive advantages over the target business. Our investment in a target business may be highly risky and illiquid, and could result in a total loss to us if the acquired business is unsuccessful. In that case, our company and our stock price would be negatively impacted. Please refer to the Form 8-K filed subsequent to the 12-month period ended September 30, 2010 on November 5, 2010 regarding our potential acquisition of Cogility Software Corp.
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We will be dependent on outside advisors to assist us.
In order to supplement the business experience of management, we may employ accountants, technical experts, appraisers, attorneys or other consultants or advisors. The selection of any such advisors will be made by management and without any control from shareholders. Additionally, it is anticipated that such persons may be engaged by us on an independent basis without a continuing fiduciary or other obligation to us.
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We may be unable to protect or enforce the intellectual property rights of any target business that we acquire or the target business may become subject to claims of intellectual property infringement
. After completing a business combination, the procurement and protection of trademarks, copyrights, patents, domain names, and trade secrets may be critical to our success. We will likely rely on a combination of copyright, trademark, trade secret laws and contractual restrictions to protect any proprietary technology and rights that we may acquire. Despite our efforts to protect those proprietary technology and rights, we may not be able to prevent misappropriation of those proprietary rights or deter independent development of technologies that compete with the business we acquire. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. It is also possible that third parties may claim we have infringed their patent, trademark, copyright or other proprietary rights. Claims or litigation, with or without merit, could result in substantial costs and diversions of resources, either of which could have an adverse effect on our competitive position and business. Further, depending on the target business or businesses that we acquire, it is likely that we will have to protect trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful in every location. These factors could negatively impact our company and our stock price.
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Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a business opportunity
. Our management’s decision to commit our capital or other resources to an acquisition will likely be made without detailed feasibility studies, independent analysis, market surveys, etc. We will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor, or others associated with the business opportunity seeking our participation. There are numerous individuals, publicly held companies, and privately held companies seeking merger and acquisition prospects. There is significant competition among such groups for attractive merger and acquisition prospects. However, the number of suitable and attractive prospects is limited and we may find a scarcity of suitable companies with audited financial statements seeking merger partners.
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If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination.
Although we will be subject to regulation under the Securities Act and the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations which result in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. In such event, we will be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act, and consequently, any violation of such Act will subject us to material adverse consequences.
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There is a lack of meaningful public market for our securities.
Although our common stock is available for trading on the Pink Sheets, at present no active market exists for our common stock and there is no assurance that a regular trading market will develop and if developed, that it will be sustained. A purchaser of stock may, therefore, be unable to resell our common stock should he or she desire to do so. Furthermore, it is unlikely that a lending institution will accept our common stock as pledged collateral for loans.
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Our acquisitions of businesses may be extremely risky and we could lose all or part of our investments.
We may invest in technology businesses or other risky industries. An investment in these companies may be extremely risky because, among other things, the companies we are likely to focus on:
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typically have limited operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
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tend to be privately-owned and generally have little publicly available information and, as a result, we may not learn all of the material information we need to know regarding these businesses;
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are more likely to depend on the management talents and efforts of a small group of people; and, as a result, the death, disability, resignation or termination of one or more of these people could have an adverse impact on the operations of any business that we may acquire;
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may have less predicable operating results;
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may from time to time be parties to litigation;
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may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence; and
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may require substantial additional capital to support their operations, finance expansion or maintain their competitive position.
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We must pay expenses on behalf of our officers and directors and indemnify them for wrongdoing.
Our Bylaws specifically limit the liability of our officers and directors to the fullest extent permitted by law. As a result, aggrieved parties may have a more limited right to action than they would have had if such provisions were not present. The Bylaws also provide for indemnification of our officers and directors for any losses or liabilities they may incur as a result of the manner in which they operated our business or conducted internal affairs, provided that in connection with these activities they acted in good faith and in a manner which they reasonably believed to be in, or not opposed to, our best interest. Use of our capital or assets for such indemnification would reduce amounts available for the operations or for distribution to our investors, which would adversely affect our company and our stock price.
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General economic conditions may adversely affect our financial condition and results of operations
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Periods of economic slowdown or recession in the United States and in other countries, rising interest rates or declining demand for technology products, or the public perception that any of these events may occur, could result in a general decline in technology products sales, which would adversely affect our financial position, results of operations, cash flow, and ability to satisfy our debt service obligations and to generate revenues. These factors could negatively affect our company and our stock price.
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A relatively small number of stockholders and managers have significant influence over us
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A small number of our stockholders and members of our board of directors and management acting together would be able to exert significant influence over us through their ability to influence the election of directors and all other matters that require action by our stockholders. The voting power of these individuals could have the effect of preventing or delaying a change in control of our company which they oppose even if our other stockholders believe it is in their best interests. In addition, all of our executive officers have the ability to influence our day-to-day operations. These factors could negatively affect our company and our stock price.
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We are dependent upon the efforts of unpaid directors and officers.
Our current directors and officers do not receive any salaries or other monetary remuneration for their time and efforts expended on our behalf. There is no assurance that such directors and officers will continue to serve without any monetary remuneration. If our current directors and officers were to resign, our company and the price of our stock would be negatively impacted.
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There is a significant likelihood of dilution of our existing stockholders.
It is likely that the anticipated value of the business and/or assets that we acquire relative to the current value of our securities will result in the issuance of a relatively large number of shares and, as a result, substantial additional dilution to the percentage ownership of our current stockholders. If such dilution were to occur, the price of our stock would be negatively impacted.
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There is a possibility of further dilution to our stockholders’ ownership as a result of a reverse split of our common stock.
We intend effectuate a 1-for-20 reverse split of our common stock. The reasons for a reverse stock split are to maintain a minimum share price in connection with attempted qualification for a stock exchange. A negative result of such a measure is that the number of shares owned by the stockholders will decrease and the number of shares available for issuance from our authorized stock pool would increase. The result would be greater potential dilution of stockholders ownership than would result from dilution in connection with issuance of stock that has not been reverse split.
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The issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company;
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The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
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The issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable during the preceding 12 months;
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At least one year has elapsed from the time that the issuer filed current Form 10 information with the Commission reflecting its status as an entity that is not a shell company.
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Page
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Report of Independent Registered Public Accounting Firm
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F-1 |
Balance Sheets, September 30, 2010 and 2009
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F-2 |
Statements of Operations for the years ended September 30, 2010 and 2009 and for the Period from
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May 27, 2004 (Date of Inception of the Development Stage) through September 30, 2010
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F-3 |
Statements of Stockholders’ Deficit for the Period from May 27, 2004 (Date of Inception of the Development
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Stage) through September 30, 2007 and for the Years Ended September 30, 2008, 2009 and 2010
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F-4 |
Statements of Cash Flows for the years ended September 30, 2010 and 2009 and for the Period from
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May 27, 2004 (Date of Inception of the Development Stage) through September 30, 2010
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F-5 |
Notes to Financial Statements | F-6 |
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2010 | 2009 | |||||||
Warrant outstanding | $ | 4,465 | $ | 4,465 | ||||
Operating loss carryforwards | 37,098 | 28,252 | ||||||
Total deferred taxassets | 41,563 | 32,717 | ||||||
Less: Valuation allowance | (41,563 | ) | (32,717 | ) | ||||
Net Deferred Tax Asset | $ | - | $ | - |
2010 | 2009 | |||||||
Federal income tax benefit at statutory rate of 34% | $ | 8,846 | $ | 4,194 | ||||
Change in valuation allowance | (8,846 | ) | (4,194 | ) | ||||
Provision for income taxes | $ | - | $ | - |
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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of an issuer;
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material adverse effect on the financial statements.
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There existed a lack of segregation of duties in regard to the Company’s financial reporting, procedures for depositing of funds, procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial statement preparation.
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During November, 2009, the Company increased its Board of Directors to seven members, and added as an additional independent member Mr. Vincent J. Mesolella. Mr. Mesolella is the Chairman of the Narragansett Bay Commission, Providence, Rhode Island. Mr. Mesolella is also the Chief Executive Officer of REI, Inc., a diversified real estate development company. Mr. Mesolella has previously served as the Chairman of the Audit Committee of the Board of Directors of a publicly traded company.
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Beginning in March, 2009, the Company has begun emailing or mailing to Mr. Mesolella a copy of each monthly statement from its bank summarizing all activity in the Company’s checking account, for review and questioning as appropriate. The purpose of Mr. Mesolella’s involvement is to provide monitoring, oversight and assistance to Mr. Jacobs, our principal financial and executive officer in the preparation and reporting of the Company’s financial statements.
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Name
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Age
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Position
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Gerard M. Jacobs
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55
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Chairman, chief executive officer, president, secretary, treasurer
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Joshua A. Bloom, M.D.
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54
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Director
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Roger S. Greene
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55
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Director
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James S. Jacobs, MD
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56
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Director
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Michael D. McCaffrey
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64
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Director
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Richard E. Morrissy
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56
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Director
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Vincent J. Mesolella
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61
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Director
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Name and Address of Beneficial Owner
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Number of Common stock
Beneficially
Owned
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Percentage of
Class
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Leonard D. Hall
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600,000
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10.2%
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1029 E. 380 North Cir
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American Fork, Utah, 84003
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Gerard M. Jacobs (1)
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4,066,497
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69.7%
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31 N. Suffolk Lane
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Lake Forest, Illinois 60045
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Roberti Jacobs Family Trust u/a/d 11-11-99 (2)
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1,166,497
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20.0%
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31 N. Suffolk Lane
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Lake Forest, Illinois 60045
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(a) Exhibits (filed with this report unless indicated below) | |
Exhibit 3.1*
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Articles of Incorporation dated December 12, 1985
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Exhibit 3.2*
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Amended Articles of Incorporation Dated July 1992
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Exhibit 3.3*
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Amended Articles of Incorporation Dated November 1996
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Exhibit 3.4*
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Amended Articles of Incorporation Dated June 1999
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Exhibit 3.5*
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Amended Articles of Incorporation Dated January 25, 2006
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Exhibit 3.6*
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Amended Bylaws
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Exhibit 5.01+
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Shareholder Agreement
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Exhibit 10.1++
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Private Merchant Banking Agreement-Anniston Capital, Inc.
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Exhibit 10.2++
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Warrant Agreement #1-Anniston Capital, Inc.
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Exhibit 10.3++
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Warrant Agreement #2-Anniston Capital, Inc.
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Exhibit 10.4++
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$100,000 Promissory Note – December 1, 2007
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Exhibit 10.5++
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$10,000 Promissory Note – January 30, 2008
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Exhibit 10.6++
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$10,000 Promissory Note – November 9, 2008
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Exhibit 10.7
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$4,000 Promissory Note – April 19, 2010
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Exhibit 10.8
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$20,000 Promissory Note – October 12, 2010
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Exhibit 31.1
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Certification of principal executive officer and principal financial
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officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
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of 1934, as amended, as adopted pursuant to Section 302 of the
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Sarbanes-Oxley Act of 2002
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Exhibit 32.1
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Certification of principal executive officer and principal financial
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officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
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Section 906 of the Sarbanes-Oxley Act of 2002
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$4,000.00
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April 19, 2010
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ACQUIRED SALES CORP. | |||
By:
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/s/ Roger S. Greene | ||
Roger S. Greene, Director | |||
Pursuant to a resolution of the Board of Directors of | |||
Acquired Sales Corp. adopted on March 31, 2010 |
$20,000.00
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October 12, 2010
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ACQUIRED SALES CORP. | |||
By:
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/s/ Roger S. Greene | ||
Roger S. Greene, Director | |||
Pursuant to a resolution of the Board of Directors of | |||
Acquired Sales Corp. adopted on March 31, 2010 |
Date: December 16, 2010
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/s/ Gerard M. Jacobs
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Gerard M. Jacobs
Principal Executive Officer
Principal Financial Officer
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Date: December 16, 2010
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/s/ Gerard M. Jacobs
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Gerard M. Jacobs
Principal Executive Officer
Principal Financial Officer
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