United States securities and exchange commission logo
July 31, 2020
Gerard M. Jacobs
Chief Executive Officer
Acquired Sales Corp.
31 N Suffolk Lane
Lake Forest, IL 60045
Re: Acquired Sales
Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 6, 2020
File No. 333-232985
Dear Mr. Jacobs:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 29, 2019 letter.
Form S-1/A filed July 6, 2020
Selling Stockholders, page 45
1. For your selling
stockholders that are entities, please identify the natural persons who hold
investment and/or
voting power over such shares. We note that in the footnotes to the
selling stockholder
table on page 46, you list various individuals with titles such as
"Manager" or "member."
It is unclear whether these individuals have the authority to
make the voting and
investment decisions on behalf of the entity that ultimately holds
such shares.
Gerard M. Jacobs
FirstName LastNameGerard M. Jacobs
Acquired Sales Corp.
Comapany
July NameAcquired Sales Corp.
31, 2020
July 31,
Page 2 2020 Page 2
FirstName LastName
Liquidity and Capital Resources, page 49
2. We note your response to prior comment 2. Please disclose the amount
of capital
resources needed to fund your planned operations and business
expansion plans for Lifted
Liquid for the next twelve months. To the extent you do not currently
have sufficient
capital, please describe the level of operations that you will be able
to perform with your
existing capital resources and liquidity.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
49
3. Expand your disclosure to include a comparison of the most recent
interim period to the
prior period. Refer to Item 303 of Regulation S-K.
Obligation to Pursue Two Opportunities, page 63
4. Please revise to clarify whether Nicholas S. Warrender is affiliated
with the three
companies you are obligated to pursue a potential acquisition under
the merger
agreement. Please clarify whether you are required to pursue all three
entities, or only two
of the three entities. To the extent that the acquisition of these
entities may entail a related
party transaction, please describe the related party relationship with
these entities.
Pro Forma Consolidated Balance Sheet, page 108
5. Explain why you do not show the cash paid of $3,750,000 and purchase
price allocations
as Pro Forma Adjustments. Refer to Article 11 of Regulation S-X.
Please be advised that
since the most recent balance sheet reflects the acquisition, the
presentation of the pro
forma balance sheet is not necessary. See Rule 11-02(c)(1) of Article
11 of Regulation S-
X
Pro Forma Consolidated Statements of Operations, page 108
6. Please include a pro forma Consolidated Statements of Operations for
the period ending
March 31, 2020 along with footnotes describing each adjustment. See
Rule 11-02(c)(2) of
Article 11 of Regulation S-X.
Note 1 - Description of the Business of Acquired Sales Corp., page 131
7. Your table on page 137 indicates that you recognized $22,292,767 or
94% of the total
purchase price of Warrender Enterprise Inc. to Goodwill. In light of
the significant
allocation to Goodwill, please explain your analysis related to the
recognition of
identifiable assets acquired and liabilities assumed. Refer to ASC
805-20-25. That is,
please explain why only a minimal amount of value was attributable to
intangible assets
acquired. In addition, expand your disclosures to provide a
qualitative description of the
factors that make up the goodwill recognized. Refer to ASC
805-30-50-1.
Gerard M. Jacobs
FirstName LastNameGerard M. Jacobs
Acquired Sales Corp.
Comapany
July NameAcquired Sales Corp.
31, 2020
July 31,
Page 3 2020 Page 3
FirstName LastName
8. Please expand your disclosure to include all of the information
required under ASC 805-
10-50.h. In addition, please clarify how you determined the fair value
of the shares of
common stock and warrants issued as part of the consideration to
consummate this
acquisition. See ASC 820.
9. Please provide your analysis supporting your conclusion that the
company is the
accounting acquirer. Based on the factors disclosed, it appears that
Warrender Entreprise
Inc. might be the accounting acquirer. Your analysis should address
ASC 805-10-55-11
to 55-14 in detail. In addition, we refer you to ASC 805-40-30-2.
OLCC Review of New Directors of the Company, page 138
10. Please clarify the consequences and risks if the Oregon Liquor Control
Commission
objects to either Nicholas S. Warrender or Kevin J. Rocio serving as
directors of the
company. In particular, please clarify the effect on your licensure,
management structure,
and/or the merger agreement with Warrender Enterprises.
Note 4 - The Company's Investments in Ablis, Bendistrillery and Bend Spirits,
page 150
11. Please explain why your assessment of impairment is sufficient to
comply with ASC 321-
10-35-3. That is, "infrequent and relatively brief conversations with
officers of the these
companies" is adequate to assess whether these investments are
recoverable and that there
has been no diminution of their value since you made your investments.
Exhibits and Financial Statement Schedules, page 163
12. Please revise your Exhibits Index to describe the filing and the date
of the filing where
your exhibits may be found if they are not otherwise attached to your
registration
statement.
General
13. Please revise your registration statement to provide for a fixed
offering price, as delayed
or continuous offerings may not be sold on an at-the-market basis
unless they are trading
in an existing trading market. Please refer to Rule 415(a)(4) for
further guidance. We do
not currently recognize the OTC Pink as an existing trading market for
the purposes of
Rule 415. Until your common stock is quoted on an existing trading
market, such as the
OTC BB, OTCQX or OTCQB, or listed on an exchange, your selling
stockholders must
sell their shares of common stock at a fixed offering price that you
provide in accordance
with Item 501(b)(3) of Regulation S-K.
Gerard M. Jacobs
FirstName LastNameGerard M. Jacobs
Acquired Sales Corp.
Comapany
July NameAcquired Sales Corp.
31, 2020
July 31,
Page 4 2020 Page 4
FirstName LastName
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 Matthew Derby,
Attorney-Advisor, at
(202) 551-3334 or Edwin Kim, Attorney-Advisor, at (202) 551-3297 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: David S. Hunt