UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment N0. 1
(Mark One)
S ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the fiscal year endedDecember 31, 2008
£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number0-28475
Merilus, Inc.
(Name of registrant as specified in its charter)
Nevada |
| 87-0635270 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
44 West Broadway, #1850, Salt Lake City, Utah |
| 84101 |
(Address of principal executive offices) |
| (Zip Code) |
Issuer’s telephone number(801) 949-1020
Securities registered under Section 12(b) of the Exchange Act:
Title of each class |
| Name of each exchange on which registered |
None |
| Not Applicable |
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes£ NoS
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act YesS No£
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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. YesS No£
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.S
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | S |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesS No£
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: The Registrant=s shares trade on the OTCBB with $0.11 bid and $0.75 ask. The bid on March 25, 2009, was $0.11 giving the shares held by non-affiliates a market value of $38,490. The shares trade very sporadically and the bid price on any given day may not be indicative of the actual price a stockholder could receive for their shares.
As of April 10, 2009, the Registrant had 1,686,692 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement, and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed documents should be clearly described for identification purposes: None
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Merilus, Inc. for the fiscal year ended December 31, 2008, originally filed with the Securities and Exchange Commission (“SEC”) on April 14, 2009 (the “Original Filing”). We are filing this Amendment the certifications. This Form 10-K/A does not attempt to modify or update any other disclosures set forth in the Original Filing. There are no changes to the body of the Form 10K. Additionally, this amended Form 10-K/A, except for the amended information, speaks as of the filing date of the Original Filing and does not update or discuss any other developments affecting us subsequent to the date of the Original Filing.
2
PART I
Item 1. Business
Merilus, Inc. (“Company”) was incorporated in Nevada in May 1985 and its initial business endeavors were not successful. During the year 2000 the Company filed a definitive information statement pursuant to Section 14c of the Securities Act of 1934, to disclose that it had entered into a reorganization agreement with the intent to acquire all of the issued and outstanding shares of Merilus Technologies, Inc. ("MTI"), a British Columbia, Canada corporation. The Company had issued warrants for the purchase of 2,000,000 shares of its common stock at an exercise price of $1.00 per share and upon entering into the reorganization agreement, the warrants were exercised and the Company received $2,000,000, which was given to MTI in exchange for notes receivable. Terms of the reorganization agreement included the establishment of a trust into which the Company issued 1 share of preferred stock that represented 3,767,500 “exchangeable shares” of the Com pany’s common stock. Upon surrender by MTI stockholders of their MTI stock, the Company would issue its common stock to the MTI stockholder. By end of the year 2001, the Company had issued 828,300 shares of its common stock, which represented approximately 22% of the exchangeable shares. MTI filed for bankruptcy protection and was liquidated under the laws of Canada. There are potentially 146,060 shares which could still be converted under the terms of the agreement with MTI.
Subsequently, the Company has had no revenue producing operations and is considered a development stage enterprise. The Company is currently seeking an acquisition or merger with an operating entity and has received loans from a stockholder, issued shares of its common stock, and may raise capital through the issuance of its common stock to further these efforts. The Company does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may, therefore, seek such business opportunity in essentially any business in any industry. The Company has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors. The selection of a business opportunity in which to participate is complex and risky and the Company has only limited resources that it may use to find good business opportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its stockholders.
The activities of the Company are subject to several significant risks that arise primarily as a result of the fact that the Company has no specific business and may acquire or participate in a business opportunity based on the decision of management. The Company will select a potential business opportunity based on management's business judgment and potentially could act without the consent, vote or approval of the Company's stockholders. The risks faced by the Company are further increased as a result of its lack of resources and its inability to provide a prospective business opportunity with significant capital. See Item 6(a) Plan of Operations in this report.
Item 2. Property
The Company does not maintain an administrative office but utilizes the home office of the Company=s president, Alex Demitriev, for business correspondence. Without current operations, the Company does not believe that it is necessary to have a business office.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of stockholders of the Company during the fourth quarter of the fiscal year ended December 31, 2008.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market information – The principal market for the Company's common stock is the Pink Sheets. The following high and low bid prices for the Company's Common Stock are based on over-the-counter quotations that reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not necessarily represent actual transactions. Furthermore, the Company’s common stock has traded sporadically and in small volume. Consequently, the information provided below may not be indicative of the Company's common stock price under different conditions. The bid and ask price after for the June 2007 quarter forward, reflect post split shares.
3
Quarter Ended |
| High Bid |
| Low Bid |
December 2008 | $ | 0.45 | $ | 0.13 |
September 2008 | $ | 0.45 | $ | 0.15 |
June 2008 | $ | 1.00 | $ | 0.15 |
March 2008 | $ | 0.27 | $ | 0.20 |
|
|
|
|
|
December 2007 | $ | 0.43 | $ | 0.26 |
September 2007 | $ | 0.55 | $ | 0.35 |
June 2007 | $ | 1.20 | $ | 0.20 |
March 2007 | $ | 0.01 | $ | 0.001 |
|
|
|
|
|
December 2006 | $ | 0.01 | $ | 0.001 |
September 2006 | $ | 0.01 | $ | 0.001 |
June 2006 | $ | 0.01 | $ | 0.001 |
March 2006 | $ | 0.01 | $ | 0.001 |
The prices above are based on very limited volume and wide spreads between the bid and ask prices. Additionally, the Company completed a 1 for 20 reverse split effective in June 2007 and quotes for June 2007 forward reflect such reverse split. Investors should not rely on the historical quotes as a guide to the direction of the Company’s stock given the low volume and wide spreads.
Holders – At March 25, 2009, the Company had approximately 950 stockholders of record and beneficial owners based on information obtained from the Company’s transfer agent.
Dividends – Since its inception, the Company has not paid any dividends on its common stock and the Company does not anticipate that it will pay dividends in the foreseeable future.
Item 6. Selected Financial Data
Summary of Financial Information
We had no revenues in 2008 or 2007. We had a net loss of $19,877 for the year ended December 31, 2008. At December 31, 2008, we had cash and cash equivalents of $964 and a negative working capital of $40,120.
The following table shows selected summarized financial data for the Company at the dates and for the periods indicated. The data should be read in conjunction with the financial statements and notes included herein beginning on page F-1.
STATEMENT OF OPERATIONS DATA: The amounts don’t line up with the last line of the description.
|
| For the Year Ended December 31, 2008 |
| For the Year Ended December 31, 2007 |
Revenues | $ | - | $ | - |
General and Administrative Expenses |
| 17,118 |
| 26,886 |
Net Loss |
| 19,877 |
| 86,364 |
Basic Loss per Share |
| 0.00 |
| 0.13 |
Diluted Loss per Share |
| 0.01 |
| 0.07 |
Weighted Average Number of Shares Outstanding |
| 1,787,238 |
| 656,475 |
Weighted Average Number of Fully Diluted Shares Outstanding |
| 1,331,501 |
| 1,256,475 |
|
|
|
|
|
BALANCE SHEET DATA: |
|
|
|
|
|
| December 31, 2008 |
| December 31, 2007 |
Total Current Assets | $ | 964 | $ | 1,124 |
Total Assets |
| 964 |
| 1,124 |
Total Current Liabilities |
| 41,084 |
| 61,367 |
Working Capital |
| (40,120) |
| (60,243) |
Stockholders’ Equity (Deficit) |
| (40,120) |
| (60,243) |
4
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Special Note Regarding Forward-Looking Statements
This annual report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Plan of Operations provided below, including information regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, plans and objectives of management. The statements made as part of the Plan of Operations that are not historical facts are hereby identified as "forward-looking statements."
a) Plan of Operations
Overview:
The Company has not had revenues from operations in each of the last two fiscal years and is considered a development stage enterprise. The Company’s current operations have consisted of taking such action, as management believes necessary, to prepare to seek an acquisition or merger with an operating entity. The Company has obtained loans from a stockholder and has issued stocks of its common stock to its president for services rendered. The Company may also issue stocks of its common stock to raise equity capital. A stockholder of the Company has financed the Company's current operations, which have consisted primarily of maintaining in good standing the Company's corporate status and in fulfilling its filing requirements with the Securities and Exchange Commission, including the audit of its financial statements. Beyond the financial arrangements herein, the Company has not entered into a definitive agreement with this stockholder, or anyone else, regarding the rec eipt of future funds to meet its capital requirements. However, management anticipates that whatever reasonable financial requirements may be necessary to further its plan of operations, this stockholder will continue to provide such financial resources to the Company as needed during the next twelve months.
Nevertheless, the Company’s financial statements contained in this report have been prepared assuming that the Company will continue as a going concern. As discussed in the footnotes to the financial statements and elsewhere in this report, the Company is in the development stage and has not established any source of revenue to sustain operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
A major stockholder of the Company has provided funds to keep the Company operating, cover costs associated with bringing the Company current on its reporting obligations and fund ongoing expenses. The stockholder had agreed to fund up to $30,000. On March 28, 2008, the stockholder agreed to convert the debt into 600,000 sharess of common stock of the Company. On March 31, 2008, this same stockholder entered into a non-convertible unsecured note payable in the amount of $6,855 bearing interest at 18% per annum, due May 31, 2008. Subsequently, this stockholder has provided additional capital to the Company which, at December 31, 2008, totaled $14,845 and accrued interest amounted to $1,433. This stockholder has entered into a verbal agreement with the Company to provide additional capital as may be needed to fund the Company’s operations as discussed herein at a rate of 18% per annum. Furthermore, this stockholder has agreed not to make demand for immediate payment on the Company for payment of this note.
In 2005, Denny W. Nestripke accepted the position of the Company's sole officer and director. During January of 2006 Mr. Nestripke received 37,500 post split shares of the Company’s common stock valued at $0.003, the prevailing market price during the period, for services rendered, valued at $2,250. On December 7, 2006, Mr. Nestripke resigned and Alex Demitriev was appointed in his place. In April 2009, Mr. Demitriev received 200,000 shares for his services as director and sole officer of the Company.These shares were valued at the prevailing bid price of the Company’s common stock as reflected on the OTCBB of $0.11 or a total of $22,000.
Risks associated with the plan of operations:
In its search for a business opportunity, management anticipates that the Company will incur additional costs for legal and accounting fees to locate and complete a merger or acquisition. Other than previously discussed, the Company does not have any revenue producing activities whereby it can meet these financial requirements and anticipates that its cash position by the end of the first quarter of 2009 will be minimal. On December 31, 2008, the Company’s obligations exceeded its cash position by $40,120 and the company may further obligate itself as it pursues its plan of operations. There can be no assurance that the Company will receive any benefits from the efforts of management to locate business opportunities.
The Company does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may, therefore, attempt to acquire any business in any industry. The Company has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors. Consequently, if and when a business opportunity is selected, such business opportunity may not be in an industry that is following general business trends.
5
The selection of a business opportunity in which to participate is complex and risky. Additionally, the Company has only limited resources and this fact may make it more difficult to find good opportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its stockholders. The Company will select any potential business opportunity based on management's business judgment. At the present time, only Mr. Demitriev serves in management and allowing only one individual to exercise his business judgment in the selection of a business opportunity for the Company presents a significant risk to the Company's stockholders. The Company may acquire or participate in a business opportunity based on the decision of management that potentially could act without the consent, vote, or approval of the Company's stockholders.
Since its inception, the Company has not generated any revenue and it is unlikely that any revenue will be generated until such time as the Company locates a business opportunity to acquire or with which it can merge. However, the Company is not restricting its search to those business opportunities that have profitable operations. Even though a business opportunity is acquired that has revenues or gross income, there is no assurance that profitable operations or net income will result therefrom. Consequently, even though the Company may be successful in acquiring a business opportunity, such acquisition does not assume that a profitable business opportunity is being acquired or that stockholders will benefit through an increase in the market price of the Company's common stock.
The acquisition of a business opportunity, no matter what form it may take, will almost assuredly result in substantial dilution for the Company's current stockholders. Inasmuch as the Company only has its equity securities (its common and preferred stock) as a source to provide consideration for the acquisition of a business opportunity, the Company's issuance of a substantial portion of its authorized but unissued common stock is the most likely method for the Company to consummate an acquisition. The issuance of any shares of the Company's common stock will dilute the ownership percentage that current stockholders have in the Company.
The Company does not intend to employ anyone in the future, unless its present business operations were to change. Mr. Demitriev does not have a contract to remain with the Company over any certain time period and may resign his position prior to the time that a business opportunity is located and/or business reorganization takes place.
At the present time, management does not believe it is necessary for the Company to have an administrative office and utilizes the home office of the Company's president for business correspondence. The Company intends to reimburse management for any out of pocket costs.
Liquidity and Capital Resources
As of December 31, 2008, the Company had a negative $40,120 in working capital with assets of $964 and liabilities of $41,084. If the Company cannot find a new business, it will have to seek additional capital either through the sale of its stocks of common stock or through a loan from its officer, stockholders or others. The Company has ongoing expenses primarily associated with maintaining its corporate status and professional fees associated with accounting and legal costs.
Management anticipates that the Company will incur more costs including legal and accounting fees to locate and complete a merger or acquisition. At the present time the Company does not have the assets to meet these financial requirements. Additionally, the Company does not have substantial assets to entice potential business opportunities to enter into transactions with the Company.
It is unlikely that any revenue will be generated until the Company locates a business opportunity that it may acquire or with which it may merge. Management of the Company will be investigating various business opportunities. These efforts may cost the Company not only out of pocket expenses for its management but also expenses associated with legal and accounting costs. There can be no guarantee that the Company will receive any benefits from the efforts of management to locate business opportunities.
If and when the Company locates a business opportunity, management of the Company will give consideration to the dollar amount of that entity's profitable operations and the adequacy of its working capital in determining the terms and conditions under which the Company would consummate such an acquisition. Potential business opportunities, no matter which form they may take, will most likely result in substantial dilution for the Company's stockholders as it has only limited capital and no operations.
Results of Operations
For the years ended December 31, 2008 and 2007, the Company had a net loss of $19,877 and $86,364, respectively. The Company anticipates losses to remain at the 2008 level or slightly higher until a business opportunity is found. The Company had no revenue during the years ended December 31, 2008 and 2007. The Company does not anticipate any revenue until it locates a new business opportunity.
c) Off-balance sheet arrangements.
The Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.
6
Item 8. Financial Statements and Supplementary Data
The Company’s financial statements are presented immediately following the signature page to this Form 10-K.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
The Company has had no disagreements with its principal independent accountants with respect to accounting practices or procedures or financial disclosure.
Item 9A(T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, which consists of one person and with the assistance of an outside CPA firm, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and CFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and CFO, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all c ontrol issues and instances of fraud, if any, within a company have been detected. This evaluation was made in light of the fact the Company has no operations or revenue and limited cash on hand.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our management, which consists of one officer, with the participation of the outside CPA firm, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework. Further, our management considered the lack of operations and revenue, the limited cash on hand, the limited transactions which occur on a monthly basis and the use of an outside CPA firm which reconciles all financial transactions prior to being delivered to our auditors. Based on this evaluation, our management, consisting of our sole officer, concluded that, as of December 31, 2008, our internal control over financial reporting was effective. However, management recognized the weaknesses of inadequate segregation of duties consistent with control objectives due to our small size and limited resources but believes the use of an outside CPA firm, in addition to our auditors, helps mitigate this potential weakness.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Security and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in internal control over financial reporting
There have been no changes in internal control over financial reporting.
Item 9B. Other Information
None
7
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The following table sets forth the name, age, and position of each executive officer and director and the term of office.
Name |
| Age |
| Position |
| Director or Officer Since |
Alex Demitriev |
| 43 |
| President, Secretary, Treasurer, Director |
| 2006 |
Set forth below is certain biographical information regarding the Company's executive officer and director.
Mr. Demitriev has been self employed over the last five years owning a part interest in an art gallery in Park City, Utah as well as engaging in the importation of art, primarily from Russia. Mr. Demitriev also is an investor in real estate projects in Utah and several foreign countries. At the present time, Mr. Demitriev has not entered into any employment or other compensation arrangements with Merilus, Inc. and will serve on a part-time, as needed basis. During 2009 Mr. Demitriev received 200,000 shares of the Company’s common stock valued at the Company’s prevailing bid price as reflected on the OTCBB of $0.11 or $22,000. Mr. Demitriev is not an officer or director in any other companies that file reports with the SEC. Mr. Demitriev is 43 years old and has had no prior relationship with Merilus, Inc.
To the knowledge of management, during the past five years, no present or former director, or executive officer of the Company:
(1) Has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;
(2) Was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) Engaging in any type of business practice;
(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
(4) Was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.
(6) Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Compliance With Section 16(A) Of The Exchange Act
The Company is not aware of any late reports filed by officers, directors and ten percent stockholders.
8
Item 11. Executive Compensation
Summary Compensation Table
The following tables set forth certain summary information concerning the compensation paid or accrued for each of the Company's last three completed fiscal years to the Company's or its principal subsidiaries= chief executive officer and each of its other executive officers that received compensation in excess of $100,000 during such period (as determined at December 31, 2008, the end of the Company's last completed fiscal year):
Summary Compensation Table
Name and Principal Position |
| Year |
| Salary |
| Bonus |
| Stock Awards |
| Option Awards |
| Non-Equity Incentive Plan Compensation |
| All Other Compensation |
| Total |
Alex Demitriev |
| 2008 |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denny |
| 2007 |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
Nestripke |
| 2006 |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
| -0- |
Cash Compensation – No cash compensation was paid to any director or executive officer of the Company during the fiscal years ended December 31, 2008, 2007, and 2006.
Bonuses and Deferred Compensation – None
Compensation Pursuant to Plans – None
Pension Table – None
Other Compensation – None
Compensation of Directors – None
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Cash Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a changing in control of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth as ofApril 10, 2009, the name and the number of sharess of the Company's common stock, par value $0.001 per share, held of record or beneficially by each person who held of record, or was known by the Company to own beneficially, more than 5% of the 1,686,692 issued and outstanding shares of the Company's common stock, and the name and stockholdings of each director and of all officers and directors as a group.
|
|
|
| Amount and Nature of |
|
|
Title of Class |
| Name of Beneficial Owner |
| Beneficial Ownership (1) |
| Percent of Class |
Common |
| Micvic, LLC |
| 336,780 |
| 19.97% |
|
| 4764 South 900 East |
|
|
|
|
|
| Salt Lake City, UT |
|
|
|
|
|
|
|
|
|
|
|
Common |
| Michelle Turpin |
|
|
|
|
|
| 4764 South 900 East |
|
|
|
|
|
| Salt Lake City, UT |
| 936,780 |
| 55.54% |
|
|
|
|
|
|
|
Common |
| Denny Nestripke |
| 236,500 |
| 14.02% |
|
| PO Box 581072 |
|
|
|
|
|
| Salt Lake City, UT 84158 |
|
|
|
|
9
|
| Name of Officer, Director |
| Amount and Nature of |
|
|
Title of Class |
| and Nominee |
| Beneficial Ownership (1) |
| Percent of Class |
Common |
| Alex Demitriev |
| 200,000 |
| 11.86% |
Common |
| All Officers and Directors as a Group |
| 200,000 |
| 11.86% |
(1) All shares are owned directly, beneficially and of record; and each stockholder has sole voting, investment, and dispositive power, unless otherwise noted.
(2) Ms. Turpin owns 600,000 and through her management and ownership of Micvic, LLC is beneficially deemed to own the 336,780 shares held by Micvic, LLC. The owners of Micvic, LLC are Michelle Turpin and Victor Schwarz.
ITEM 13. Certain Relationships and Related Transactions and Director Independence.
Transactions with management and others
A stockholder, Michelle Turpin, of the Company paid, on behalf of the Company, and advanced other costs through a series of promissory notes. In 2007, the Company consolidated the promissory notes into one note with a credit line up to $30,000 which was convertible into up to 600,000 stocks of common stock. In 2008, after the Company had borrowed the entire $30,000 under the line of credit, the stockholder converted the promissory note into the 600,000 stocks of common stock.
Denny W. Nestripke, received 37,500 stocks of the Company’s common stock valued at $0.06 (the prevailing market price during the period of his service), for services rendered through the filing of this report. The services provided by Mr. Nestripke were largely related to the preparation of financial statements, the preparation and review of filings being made with the United States Securities and Exchange Commission, other regulatory filings (such as tax returns), and the performance of other duties associated with the Company's plan of operations (see Item 6 of this report).
Item 14. Principal Accountant Fees and Services
(1)Audit Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s principal accountant for the audit of the annual financial statements and review of financial statements included in the Form 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are8,075for 2008, $4,950 for 2007 and $2,375 for 2006.
(2)Audit-Related Fees - The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported in (1) Audit Fees: $0for 2008, $1,500 for 2007 and $2,425 for 2006.
(3)Tax Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s principal accountant for tax compliance, tax advice, and tax planning: 0for 2008, $0 for 2007 and $0 for 2006.
(4)All Other Fees - The aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s principal accountant, other than the services reported in (1) Audit Fees; (2) Audit-Related Fees; and (3) Tax Fees: $0 for 2008, $0 for 2007 and $0 for 2006.
(5) The Company does not have an audit committee
(6) Not Applicable
10
ITEM 15. Exhibits
Financial Statements – the following financial statements are included in this report:
Title of Document | Page |
|
|
Report of Independent Registered Public Accounting Firm | F-1 |
Balance Sheet | F-2 |
Statements of Operations | F-3 |
Statements of Stockholders= (Deficit) | F-4 |
Statements of Cash Flows | F-5 |
Notes to Financial Statements | F-6 |
Financial Statement Schedules – There are no financial statement schedules are included as part of this report
Exhibits – The following exhibits are included as part of this report:
Exhibit Number |
| Reference Number |
| Title of Document |
| Location |
|
|
|
|
|
|
|
3.01 |
| 3 |
| Articles of Incorporation |
| Incorporated by reference* |
|
|
|
|
|
|
|
3.02 |
| 3 |
| Amended Articles of Incorporation |
| Incorporated by reference** |
|
|
|
|
|
|
|
3.03 |
| 3 |
| Amended Articles of Incorporation |
| Incorporated by reference*** |
|
|
|
|
|
|
|
3.04 |
| 3 |
| Bylaws |
| Incorporated by reference* |
|
|
|
|
|
|
|
4.01 |
| 4 |
| Specimen Stock Certificate |
| Incorporated by reference* |
|
|
|
|
|
|
|
31.01 |
| 31 |
| CEO certification Pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
| This Filing |
|
|
|
|
|
|
|
31.02 |
| 31 |
| CFO certification Pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
| This Filing |
|
|
|
|
|
|
|
32.01 |
| 32 |
| CEO and CFO Certification pursuant to Section 906 |
| This Filing |
* Incorporated by reference from the Company's registration statement on Form 10-SB filed with the Commission, SEC file no.000-28475.
** Incorporated by reference from the Company's definitive 14C filed on July 31, 2000, with the Commission, SEC file no.000-28475.
*** Incorporated by reference from the Company's definitive 14C filed on January 9, 2001, with the Commission, SEC file no.000-28475.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to by signed on its behalf by the undersigned, thereunto duly authorized.
Merilus, Inc.
By:/s/ Alex Demitriev
Alex Demitriev, Principal Executive and Financial Officer
Date: November 25, 2009
In accordance with the Exchange Act, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.
By:/s/ Alex Demitriev
Alex Demitriev, Principal Executive and Financial Officer
Date: November 25, 2009
12
| |||
|
|
|
|
Douglas W. Child, CPA Marty D. Van Wagoner, CPA J. Russ Bradshaw, CPA William R. Denney, CPA Roger B. Kennard, CPA Russell E. Anderson, CPA Scott L. Farnes |
|
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Officers and Directors Merilus, Inc. We have audited the accompanying balance sheets of Merilus, Inc. (a Nevada development stage company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ (deficit), and cash flows for the years ended December 31, 2008 and 2007, and for the period of May 7, 1985 (date of inception) through December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as we ll as evaluating the overall financial statement presentation.We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Merilus, Inc. as of December 31, 2008 and 2007, and the results of its operations, and its cash flows for the years ended December 31, 2008 and 2007, and for the period of May 7, 1985 (date of inception) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has cash flow constraints, an accumulated deficit, and has suffered recurring losses from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Child, Van Wagoner & Bradshaw, PLLC Child, Van Wagoner & Bradshaw, PLLC Certified Public Accountants Salt Lake City, Utah April 10, 2009 |
1284 W. Flint Meadow Dr. #D Kaysville, Utah 84037 Telephone 801.927.1337 Facsimile 801.927.1344 5296 S. Commerce Dr. #300 Salt Lake City, Utah 84107 Telephone 801.281.4700 Facsimile 801.281.4701 Suite A, 5/F Max Stock Centre 373 King’s Road North Point, Hong Kong Telephone 852.21.555.333 Facsimile 852.21.165.222 www.cpaone.net |
|
| |
F - 1
Merilus, Inc. | |||||
( a development stage enterprise ) | |||||
Balance Sheets | |||||
|
|
|
|
|
|
| December 31, | ||||
| 2008 |
| 2007 | ||
Assets: |
|
|
|
|
|
Current Assets: |
|
|
|
|
|
Cash in bank | $ | 964 |
| $ | 1,124 |
|
|
|
|
|
|
Total Assets | $ | 964 |
| $ | 1,124 |
|
|
|
|
|
|
Liabilities and Stockholders' Deficit: |
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
Accounts payable | $ | 24,806 |
| $ | 29,568 |
Related party payable |
| - |
|
| 305 |
Related party note payable |
| 14,845 |
|
| 28,694 |
Related party interest payable |
| 1,433 |
|
| 2,800 |
Total Liabilities |
| 41,084 |
|
| 61,367 |
|
|
|
|
|
|
Stockholders' Deficit: |
|
|
|
|
|
Preferred stock, $1.00 par value, 1 share authorized, |
|
|
|
|
|
0 shares issued and outstanding |
| - |
|
| - |
Common stock, $0.001 par value, 100,000,000 shares |
|
|
|
|
|
authorized, 1,486,692 and 686,692 shares issued and |
|
|
|
|
|
outstanding at December 31, 2008 and 2007, respectively |
| 1,486 |
|
| 686 |
Paid in capital |
| 3,309,779 |
|
| 3,270,579 |
Deficit accumulated during the development stage |
| (3,351,385) |
|
| (3,331,508) |
Total Stockholders' Deficit |
| (40,120) |
|
| (60,243) |
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit | $ | 964 |
| $ | 1,124 |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements. | |||||
F - 2
Merilus, Inc. | ||||||||
( a development stage enterprise ) | ||||||||
Statements of Operations | ||||||||
|
|
|
|
|
|
| From the date | |
|
|
|
|
|
|
| of inception | |
|
|
|
| (May 7, 1985) | ||||
| For the Years Ended December 31, |
| through | |||||
| 2008 |
| 2007 |
| December 31, 2008 | |||
|
|
|
|
|
|
|
|
|
Revenue | $ | - |
| $ | - |
| $ | - |
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
General and administrative |
| 17,118 |
|
| 26,886 |
|
| 166,579 |
Conversion feature of note payable |
| - |
|
| 57,387 |
|
| 57,387 |
Loss on investment |
| - |
|
| - |
|
| 3,121,853 |
Interest expense |
| 2,759 |
|
| 2,091 |
|
| 5,566 |
Total Expense |
| 19,877 |
|
| 86,364 |
|
| 3,351,385 |
|
|
|
|
|
|
|
|
|
Net Loss | $ | (19,877) |
| $ | (86,364) |
| $ | (3,351,385) |
|
|
|
|
|
|
|
|
|
Net loss per stock |
|
|
|
|
|
|
|
|
of common stock | $ | (0.02) |
| $ | (0.13) |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per fully diluted stock |
|
|
|
|
|
|
|
|
of common stock | $ | (0.01) |
| $ | (0.07) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number |
|
|
|
|
|
|
|
|
of common stocks outstanding |
| 1,187,238 |
|
| 656,475 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of fully |
|
|
|
|
|
|
|
|
diluted common stocks outstanding |
| 1,331,501 |
|
| 1,256,475 |
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements. | ||||||||
F - 3
Merilus, Inc. | |||||||||||
( a development stage enterprise ) | |||||||||||
Statements of Stockholders' (Deficit) | |||||||||||
From the date of inception (May 7, 1985) through December 31, 2008 | |||||||||||
|
|
|
|
|
|
|
|
|
|
| Deficit |
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
|
| During the |
| Preferred |
| Common |
| Paid in |
| Development | ||||
| Stocks |
| Amount |
| Stocks |
| Amount |
| Capital |
| Stage |
Balance, May 7, 1985 - date of inception | - | $ | - |
| - | $ | - | $ | - | $ | - |
Common Stock issued for cash through |
|
|
|
|
|
|
|
|
|
|
|
December 1991 ($0.12 / stock) | - |
| - |
| 187,500 |
| 188 |
| 22,312 |
| - |
Common Stock issued for cash through |
|
|
|
|
|
|
|
|
|
|
|
December 1992 ($0.10 / stock) | - |
| - |
| 50,000 |
| 50 |
| 4,950 |
| - |
Common Stock issued for cash through |
|
|
|
|
|
|
|
|
|
|
|
December 1999 ($0.18 / stock) | - |
| - |
| 100,000 |
| 100 |
| 17,400 |
| - |
Net Operating Loss from the date of inception |
|
|
|
|
|
|
|
|
|
|
|
through December 31, 1999 | - |
| - |
| - |
| - |
| - |
| (45,500) |
Balance, December 31, 1999 | - |
| - |
| 337,500 |
| 338 |
| 44,662 |
| (45,500) |
Issuance and exercise of warrants for the |
|
|
|
|
|
|
|
|
|
|
|
purchase of common stock, November 2000 |
|
|
|
|
|
|
|
|
|
|
|
($20.00 / stock) | - |
| - |
| 100,000 |
| 100 |
| 1,999,900 |
| - |
Issuance of preferred stock in trust in |
|
|
|
|
|
|
|
|
|
|
|
contemplation of acquiring stocks of Merilus |
|
|
|
|
|
|
|
|
|
|
|
Technologies, Inc., December 2000 | 1 |
| 1 |
| - |
| - |
| (1) |
| - |
Net operating loss for the year | - |
| - |
| - |
| - |
| - |
| (7,775) |
Balance, December 31, 2000 | 1 |
| 1 |
| 437,500 |
| 438 |
| 2,044,561 |
| (53,275) |
Stocks of common stock issued for cash, |
|
|
|
|
|
|
|
|
|
|
|
June 2001 ($20.00 / stock) | - |
| - |
| 30,000 |
| 30 |
| 599,970 |
| - |
Stocks of common stock issued for cash, |
|
|
|
|
|
|
|
|
|
|
|
November 2001 ($17.00 / stock) | - |
| - |
| 9,125 |
| 9 |
| 155,119 |
| - |
Stocks of common stock issued for legal services, |
|
|
|
|
|
|
|
|
|
|
|
November 2001 ($17.00 / stock) | - |
| - |
| 1,750 |
| 2 |
| 29,748 |
| - |
Stocks of common stock issued for cash, |
|
|
|
|
|
|
|
|
|
|
|
December 2001 ($10.00 / stock) | - |
| - |
| 37,500 |
| 38 |
| 374,962 |
| - |
Issuance of stocks of common stock pursuant to |
|
|
|
|
|
|
|
|
|
|
|
an exchange agreement, December 2001 |
|
|
|
|
|
|
|
|
|
|
|
($0.02 / stock) | - |
| - |
| 41,415 |
| 41 |
| (41) |
| - |
Issuance of stocks of common stock for services, |
|
|
|
|
|
|
|
|
|
|
|
December 2001 ($5.10 / stock) | - |
| - |
| 1,250 |
| 1 |
| 6,374 |
| - |
Termination of trust agreement | (1) |
| (1) |
| - |
| - |
| 1 |
| - |
Net operating loss for the year | - |
| - |
| - |
| - |
| - |
| (3,157,978) |
Balance, December 31, 2001 | - |
| - |
| 558,540 |
| 559 |
| 3,210,694 |
| (3,211,253) |
Net operating loss for the years 2002, 2003 | - |
| - |
| - |
| - |
| - |
| - |
and 2004 | - |
| - |
| - |
| - |
| - |
| (2,723) |
Balance, December 31, 2004 | - |
| - |
| 558,540 |
| 559 |
| 3,210,694 |
| (3,213,976) |
Payment of accounts payable by stockholder | - |
| - |
| - |
| - |
| 375 |
| - |
Net operating loss for the year | - |
| - |
| - |
| - |
| - |
| (7,803) |
Balance, December 31, 2005 | - |
| - |
| 558,540 |
| 559 |
| 3,211,069 |
| (3,221,779) |
Issuance of stocks of common stock for services, |
|
|
|
|
|
|
|
|
|
|
|
February 2006, ($0.06 / stock) | - |
| - |
| 37,500 |
| 37 |
| 2,213 |
| - |
Net operating loss for the year | - |
| - |
| - |
| - |
| - |
| (23,365) |
Balance, December 31, 2006 | - |
| - |
| 596,040 |
| 596 |
| 3,213,282 |
| (3,245,144) |
Issuance of stocks resulting from a 1 for 20 |
|
|
|
|
|
|
|
|
|
|
|
reverse split whereby stockholders owning |
|
|
|
|
|
|
|
|
|
|
|
100 stocks or more would not be diluted below |
|
|
|
|
|
|
|
|
|
|
|
100 stocks, May 2007 | - |
| - |
| 90,652 |
| 90 |
| (90) |
| - |
Effect of convertible note payable to stockholder |
|
|
|
|
|
|
|
| 57,387 |
|
|
Net operating loss for the year | - |
| - |
| - |
| - |
| - |
| (86,364) |
Balance, December 31, 2007 | - |
| - |
| 686,692 |
| 686 |
| 3,270,579 |
| (3,331,508) |
Issuance of stocks of common stock for note and |
|
|
|
|
|
|
|
|
|
|
|
accrued interest, March 2008, ($0.05 / stock) | - |
| - |
| 600,000 |
| 600 |
| 29,400 |
| - |
Issuance of stocks of common stock for accounts |
|
|
|
|
|
|
|
|
|
|
|
payable, October 2008, ($0.05 / stock) | - |
| - |
| 200,000 |
| 200 |
| 9,800 |
| - |
Net operating loss for the year | - |
| - |
| - |
| - |
| - |
| (19,877) |
Balance, December 31, 2008 | - | $ | - |
| 1,486,692 | $ | 1,486 | $ | 3,309,779 | $ | (3,351,385) |
| |||||||||||
The accompanying notes are an integral part of these financial statements. | |||||||||||
F - 4
Merilus, Inc. | ||||||||
( a development stage enterprise ) | ||||||||
Statements of Cash Flows | ||||||||
|
|
|
|
|
|
| From the date | |
|
|
|
|
|
|
| of inception | |
|
|
|
| (May 7, 1985) | ||||
| For the Year Ended December 31, |
| through | |||||
| 2008 |
| 2007 |
| December 31, 2008 | |||
Operating Activities: |
|
|
|
|
|
|
|
|
Net loss from operations | $ | (19,877) |
| $ | (86,364) |
| $ | (3,351,385) |
Stock issued for services |
| - |
|
| - |
|
| 38,375 |
Effect of convertible note |
|
|
|
|
|
|
|
|
payable to stockholder |
| - |
|
| 57,387 |
|
| 57,387 |
Adjustment to reconcile net loss |
|
|
|
|
|
|
|
|
to net cash position: |
|
|
|
|
|
|
|
|
Accounts payable |
| (2,262) |
|
| 14,467 |
|
| 24,806 |
Payable to related party |
| 9,979 |
|
| 2,390 |
|
| 15,584 |
Loss on investments |
| - |
|
| - |
|
| 3,121,853 |
Net cash used for operating |
|
|
|
|
|
|
|
|
activities |
| (12,160) |
|
| (12,120) |
|
| (93,380) |
|
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
|
|
Investment in Merilus |
|
|
|
|
|
|
|
|
Technologies, Inc. |
| - |
|
| - |
|
| (3,130,128) |
Net cash used for investing |
|
|
|
|
|
|
|
|
activities |
| - |
|
| - |
|
| (3,130,128) |
|
|
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of |
|
|
|
|
|
|
|
|
common stock |
| - |
|
| - |
|
| 3,175,128 |
Loans from stockholder |
| 12,000 |
|
| 12,800 |
|
| 40,694 |
Donation of capital |
| - |
|
| - |
|
| 8,650 |
Net cash provided from |
|
|
|
|
|
|
|
|
financing activities |
| 12,000 |
|
| 12,800 |
|
| 3,224,472 |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
| (160) |
|
| 680 |
|
| 964 |
Net cash position at start of period |
| 1,124 |
|
| 444 |
|
| - |
Net cash position at end of period | $ | 964 |
| $ | 1,124 |
| $ | 964 |
|
|
|
|
|
|
|
|
|
Supplemental Schedule of Noncash |
|
|
|
|
|
|
|
|
Investing and Financing Transactions |
|
|
|
|
|
|
|
|
Conversion of related party note |
|
|
|
|
|
|
|
|
payable into common stock | $ | 30,000 |
| $ | - |
| $ | 30,000 |
Conversion of accounts payable |
|
|
|
|
|
|
|
|
into common stock | $ | 10,000 |
| $ | - |
| $ | 30,000 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements. | ||||||||
F - 5
Merilus, Inc.
(a development stage enterprise)
Notes to Financial Statements
December 31, 2008
Note 1 – Organization and Summary of Significant Accounting Policies
Development stage enterprise – Merilus, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on May 7, 1985. During the year 2000 the Company entered into a reorganization agreement (“Agreement”) with the intent to acquire all of the issued and outstanding shares of a development stage enterprise, Merilus Technologies, Inc. (“MTI”), a British Columbia corporation. This transaction was not consummated as contemplated and in 2003 MTI filed for bankruptcy. Since its inception the Company has not been engaged in profitable operations and is considered a development stage enterprise as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7. The Company’s current business plan is to acquire an operating entity through a reverse acquisition.
Basis of presentation – During 1999 the Company forward split its outstanding shares of common stock on a basis of 200 for 1 and during the year 2000 the Company again forward split its common stock on a basis of 10 for 1. During May 2007 the Company reverse split its common stock on a basis of 1 for 20 with the provision that no stockholder shall receive less than 100 shares. As a result, 90,652 shares of post split common stock were issued to existing stockholders. The accompanying financial statements retroactively reflect the effects of the forward and reverse splits of the Company’s common stock.
Going Concern --These financial statements have been prepared in contemplation of the Company continuing as a going concern. The Company has not generated any revenue from operations in each of the last two fiscal years and has not, since its inception, undertaken any profitable operations. The Company's ability to meet its ongoing financial requirements has been dependent on loans from a stockholder. On March 28, 2008, the Company issued 600,000 shares of its common stock in payment of $30,000 of principal and accrued interest. The Company continues to be obligated to this stockholder in the amount of $16,278 as of December 31, 2008 and assumes that an ongoing loan arrangement will continue into the future; however, no assurance thereof can be given. Furthermore, the Company is dependent on the services of its sole officer and director without compensation. A change in these circumstances would have a material adverse effect on the Company's plan of operations.
Use of estimates – These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and 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 and expenses. Actual results could differ from those estimates or assumptions.
Net loss per share of common stock – The loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of shares outstanding during those same periods. The net loss per fully diluted share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of shares outstanding and the 600,000 shares of common stock that are issued upon the conversion of a convertible note payable in March 2008. The issuance of these shares of common stock has an anti-dilutive effect on the net loss per share of common stock.
Income taxes –The Company has no deferred taxes arising from temporary differences between income for financial reporting and for income tax purposes. The Company has a net operating loss carry forward at December 31, 2008, of approximately $193,000 that expires if unused through various years until 2028. The Company’s utilization of any net operating loss is unlikely as a result of its intended development stage activities.
The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of Interpretation 48, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax positions at December 31, 2007 and 2008 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2007 and 2008, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2007 and 2008.
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Merilus, Inc.
(a development stage enterprise)
Notes to Financial Statements (continued)
December 31, 2008
Note 2 – Capital Stock
Preferred stock – One share of preferred stock was authorized and issued in conjunction with the Agreement. Pursuant to the terms of the Agreement, the preferred share represented 3,767,500 shares of the Company’s common stock (“Exchangeable Shares”) to be issued upon surrender of MTI common stock by the MTI stockholders. By the end of 2001, MTI stockholders had surrendered sufficient MTI common stock to allow the Company to issue 828,300 shares of its common stock, which represented approximately 22% of the Exchangeable Shares. At December 31, 2008, the preferred share remains authorized but is not outstanding.
Common stock – During May 2007, stockholders of the Company authorized a 1 for 20 reverse split of the Company’s outstanding common stock with the provision that no stockholder shall receive less than 100 shares. As a result, 90,652 shares of post split common stock were issued to existing stockholders, which represented an increase of 15.2% in the total number of common shares outstanding. These shares of common stock were valued at par value because the Company received no consideration from the issuance thereof. The total number of authorized shares of common stock and the par value of the common stock did not change.
Note 3 – Related Party Transactions
The Company entered into an unsecured convertible promissory note bearing interest at 6% per annum with a stockholder. On November 5, 2007, the Company renegotiated the terms and entered into a new unsecured convertible note and letter of credit (“Convertible Note”) with this stockholder in an amount of up to $30,000, bearing interest at 18% per annum. The negotiation of the Convertible Note was not at arm’s length and the Company recognized an expense of $57,387 at the time that this note was issued relating to the beneficial conversion feature, which allowed the holder to convert the principal sum and accrued interest into shares of common stock. On March 28, 2008, the Convertible Note was converted into 600,000 shares of the Company’s common stock at a price of $0.05 per share, which represented a reduction of $25,880 of principal and $4,120 of interest. On March 31, 2008, the Company entered into an unsecured note payable (“Unsecured Note” ) with this stockholder that contained no conversion provision, in the amount of $6,855 bearing interest at 18% per annum with a due date of May 31, 2008. Subsequently, additional cash was provided to the Company by the stockholder and at December 31, 2008, the Unsecured Note remains unpaid and a total of $14,845 in principal and $1,433 in accrued interest is due the stockholder.
On October 10, 2008, a $10,000 account payable to a former officer and director, and stockholder of the Company was satisfied by the issuance of 200,000 shares of the Company’s common stock ($0.05 per share). At the same time, this individual entered into an engagement letter with the Company to provide accounting and record keeping services.
In April 2009, the Company issued 200,000 shares of common stock to its sole officer and director for services rendered. These shares were valued at the prevailing bid price for the Company’s common stock as reflected on the OTCBB of $0.11, or a total of $22,000.
Note 4 – Contingent Liabilities
To the extent that the Company was a party to any financial transactions that were not discharged through MTI’s bankruptcy proceedings, including the obligations associated with the issuance of the one stock of preferred stock, or that may not have been listed as part of MTI’s bankruptcy, the Company may have contingent liabilities. To the best of management's knowledge and belief the accompanying financial statements accurately reflect the financial position of the Company as of the dates presented and no contingent liabilities exist.
Note 5 – Subsequent Events
In March 2009, the Company issued 200,000 shares of common stock to its sole officer and director for services rendered. These shares were valued at the prevailing bid price for the Company’s common stock as reflected on the OTCBB of $0.11, or a total of $22,000.
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