August 29, 2019
Gerard M. Jacobs
Chief Executive Officer
Acquired Sales Corp.
31 N Suffolk Lane
Lake Forest, IL 60045
Re: Acquired Sales Corp.
Registration Statement on Form S-1
Filed August 2, 2019
File No. 333-232985
Dear Mr. Jacobs:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. We note that there is no established public trading market for your
common stock. Please
revise here, and make corresponding changes elsewhere in the prospectus,
to disclose a
fixed price at which shares will be sold until your shares are listed on
a national securities
exchange or quoted on the OTC Bulletin Board, OTCQX or OTCQB, at which
time they
may be sold at prevailing market prices or in privately negotiated
transactions. Refer to
Item 501(b)(3) of Regulation S-K.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 32
2. Please disclose whether your current capital resources is sufficient to
fund your planned
Gerard M. Jacobs
FirstName LastNameGerard M. Jacobs
Acquired Sales Corp.
Comapany NameAcquired Sales Corp.
August 29, 2019
August 29, 2019 Page 2
Page 2
FirstName LastName
operations for the next twelve months. To the extent you do not have
sufficient capital to
fund your current operations and plans for expansion of operations for
the twelve-month
period, disclose the minimum amount of additional capital you will
need to obtain to fund
planned operations for that period. Describe how you plan to obtain
any such funds and
also describe the effects on your business activities in the event you
are not able to raise
capital that must be obtained to fund any portion of twelve months of
operations from the
effective date.
Business, page 35
3. In your definitive merger agreement to acquire 100% of CBD Lion LLC,
you indicate that
will change your name to CBD Lion Corp. Please revise this section to
provide a more
detailed discussion of your plan of operation or business plan for the
combined business following the merger.
Letter of Intent CBD Lion LLC, page 35
4. We note in your Form 8-K furnished on August 20, 2019, that you signed
a definitive
merger agreement to acquire 100% of CBD Lion LLC. Please provide us
with a
comprehensive analysis that specifically addresses (i) the remaining
steps to complete the
merger, (ii) whether the assets and assumed liabilities to be acquired
meet the definition of
a business, (iii) significance of the acquiree and (iv) whether the
consummation of the
business acquisition is probable. Refer to Rule 8-04 of Regulation
S-X. Please also
address the need for pro forma financial information pursuant to Rule
8-05 of Regulation
S-X.
Executive Compensation, page 41
5. Please revise the Summary Compensation Table to include disclosure for
individuals who
were the two most highly compensated executive officers other than the
principal
executive officer. It is unclear whether William Jacobs earned any
compensation in
2018. Refer to Item 402(m)(2) of Regulation S-K.
Principal Stockholders, page 46
6. Your beneficial ownership table appears to account for the shares of
common stock
underlying the shares of Series A and Series B Preferred Stock in
calculating the amount
and percentage of the outstanding common stock beneficially owned by
the identified
shareholders. Please revise to separately disclose the beneficial
ownership of the each
class of outstanding shares and clarify the beneficial ownership
percentages. In that
regard, the table currently indicates that your officers and directors
hold 149.9% of the
voting power of the company. Refer to Item 403(a) of Regulation S-K.
Exhibits and Financial Statement Schedules, page 55
7. It appears that you are incorporating information by reference into
your registration
Gerard M. Jacobs
FirstName LastNameGerard M. Jacobs
Acquired Sales Corp.
Comapany NameAcquired Sales Corp.
August 29, 2019
August 29, 2019 Page 3
Page 3
FirstName LastName
statement but do not meet the requirements set forth in General
Instruction VII to Form S-
1. Specifically, it appears that you have been a blank check company
as defined by Rule
419(a)(2) within the past 3 years or a shell company as defined by
Rule 405. Accordingly,
please amend the registration statement to include all disclosure and
exhibits required by
Form S-1.
General
8. It appears you may be a "blank check" company under Rule 419(a)(2) of
the Securities
Act of 1933. We note, for example, that you had no revenues in 2017
and 2018, you were
"formed as a British Virgin Islands corporation to use as a vehicle
for raising equity
abroad in order to acquire assets in the future," you have "yet to
commence operations,"
and "[t]he business plan of the Company is dependent on identifying
and completing
acquisitions of targeted companies." Please revise to disclose your
status as a blank check
company and provide details regarding compliance with Rule 419 in
connection with any
registered offering of your securities.
9. Given the size of the offering relative to the number of common shares
outstanding and
held by non-affiliates, please provide us with a detailed analysis as
to why you believe the
transaction is appropriately characterized as a secondary offering
that is eligible to be
made under Rule 415(a)(1)(i), rather than a primary offering in which
one or more of the
selling shareholders are underwriters selling on your behalf. As part
of your response,
please indicate whether any of the selling stockholders, including ZIE
Partners LLC, are
broker-dealers or affiliates of broker-dealers. For guidance, please
see Question 612.09 of
the Division s Securities Act Rules Compliance & Disclosure
Interpretations.
10. We note that you hold non-controlling interests in Ablis,
Bendistillery, and Bend Spirits
representing 100% of your assets (exclusive of cash or cash
equivalents). We further note
your disclosure that a "significant component of our growth strategy
focuses on acquiring
minority or majority equity ownership interests in CBD-Infused
Products
Companies." Section 3(a)(1)(C) of the Investment Company Act of 1940
defines
"investment company" as any issuer that "is engaged or proposes to
engage in the business
of investing, reinvesting, owning, holding, or trading in securities,
and owns or proposes
to acquire investment securities having a value exceeding 40 per
centum of the value of
such issuer s total assets (exclusive of Government securities and
cash items) on an
unconsolidated basis." Please provide us with a written response
analyzing whether you
are an investment company under the 1940 Act. If you determine that
you are an
investment company: (1) explain why you are not required to register
as an investment
company under the 1940 Act (e.g., provide a complete and detailed
explanation of the
basis for your reliance upon any exemption or exclusion from the
definition of investment
company under the 1940 Act); or (2) if no exemption or exclusion from
the definition of
investment company is available to you, explain what action you have
taken or plan to
take, either to fall outside of that definition, or to register as an
investment company.
Gerard M. Jacobs
Acquired Sales Corp.
August 29, 2019
Page 4
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or
Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jan Woo, Legal Branch
Chief, at (202)
551-3453 or with any other questions.
Sincerely,
FirstName LastNameGerard M. Jacobs Division of
Corporation Finance
Office of
Information Technologies
Comapany NameAcquired Sales Corp.
and Services
August 29, 2019 Page 4
cc: David S. Hunt
FirstName LastName