UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECCTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 2005
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[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission File Number 0-28475
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Merilus, Inc.
(Exact name of small business issuer in its charter)
Nevada 87-0635270
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
10776 Wyngate Park Drive, P.O. Box 95625, South Jordan, Utah 84095
(Address of principal executive offices)
(801) 253-6604
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes [ ] No [X] (2) Yes [x] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
11,170,804 shares of $0.001 par value common stock on December 14, 2005
Transitional Small Business Disclosure Format: Yes [ ] No [x]
TABLE OF CONTENTS
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, June 30, 2005 (unaudited) and December 31, 2004
Statements of Operations, for the three months ended June 30, 2005 and June
30, 2004 (unaudited); for the six months ended June 30, 2005 and June 30,
2004(unaudited); and from the date of inception (May 7, 1985) through June 30,
2005 (unaudited)
Statements of Stockholders' (Deficit), from the date of inception (May 7,
1985) through June 30, 2005 (unaudited)
Statements of Cash Flows, for the three months ended June 30, 2005 and June
30, 2004 (unaudited); for the six months ended June 30, 2005 and June 30,
2004(unaudited); and from the date of inception (May 7, 1985) through June 30,
2005 (unaudited)
Notes to financial statements (unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operations
Item 3. Controls and Procedures.
Part II - OTHER INFORMATION (any item which is inapplicable or to which the
answer is negative, has been omitted and no reference thereto has been made in
this report).
Item 6. Exhibits and Reports on Form 8-K
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
Merilus, Inc.
( a development stage enterprise )
Balance Sheets
June 30, December 31,
2005 2004
(unaudited)
-------------- --------------
ASSETS:
Current Assets: $ 0 $ 0
-------------- --------------
Total Assets $ 0 $ 0
============== ==============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable 3,280 2,723
-------------- --------------
Total Liabilities 3,280 2,723
-------------- --------------
Stockholders' (Deficit)
Preferred Stock - $1.00 par value, 1 share authorized,
0 share issued and outstanding 0 0
Common Stock - $0.001 par value, 100,000,000 shares 11,171 11,171
authorized, 11,170,804 issued and outstanding
Additional paid-in capital 3,200,082 3,200,082
Deficit accumulated during the development stage (3,214,533) (3,213,976)
-------------- --------------
Total Stockholders' (Deficit) (3,280) (2,723)
-------------- --------------
Total Liabilities and Stockholders' (Deficit) $ 0 $ 0
============== ==============
The accompanying notes are an integral part of these financial statements.
Merilus, Inc.
( a development stage enterprise )
Statements of Operations
From the date
of inception
(May 7, 1985)
For the three months ended For the six months ended through
June 30, June 30, June 30, June 30, June 30,
2005 2004 2005 2004 2005
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
-------------- -------------- -------------- -------------- -------------
Revenu $ 0 $ 0 $ 0 $ 0 $ 0
-------------- -------------- -------------- -------------- -------------
Expeness 216 493 557 1,361 (3,214,533)
-------------- -------------- -------------- -------------- -------------
Net Loss $ (216) $ (493) $ (557) $ (1,361) $ (3,214,533)
============== ============== ============== ============== =============
Net loss per share of common stock $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.46)
============== ============== ============== ============== =============
Weighted average number of common
shares outstanding 11,170,804 11,170,804 11,170,804 11,170,804 6,928,040
============== ============== ============== ============== =============
The accompanying notes are an integral part of these financial statements.
Merilus, Inc.
( a development stage enterprise )
Statements of Stockholders' (Deficit) (unaudited)
From the date of inception (May 7, 1985) through June 30, 2005
Preferred Common Preferred Common Paid in Accumulated
Shares Shares Stock Stock Capital Deficit
----------- ------------ --------- ----------- ----------- --------------
BALANCE, May 7, 1985 - date of inception 0 0 $ 0 $ 0 $ 0 $ 0
Common Stock issued for cash through
December 1991 ($0.006/share) 3,750,000 3,750 18,750
Common Stock issued for cash through
December 1992 ($0.005/share) 1,000,000 1,000 4,000
Common Stock issued for cash through
December 1999 ($0.009/share) 2,000,000 2,000 15,500
Net Operating Loss from the date of inception
through December 1999 (45,500)
----------- ------------ --------- ----------- ----------- --------------
BALANCE, December 1999 0 6,750,000 0 6,750 38,250 (45,500)
----------- ------------ --------- ----------- ----------- --------------
Issuance and exercise of warrants for the
purchase of common stock November 2000
($1.00/share) 2,000,000 2,000 1,998,000
Issuance of preferred stock in trust in
contemplation of acquiring shares of
Merilus Technologies, Inc.,
December 2000 (Note 2) 1 1 (1)
Net Operating Loss for the year ended
December 2000 (7,775)
----------- ------------ --------- ----------- ----------- --------------
BALANCE, December 2000 1 8,750,000 1 8,750 2,036,249 (53,275)
----------- ------------ --------- ----------- ----------- --------------
Shares of common stock issued for cash
June 2001 ($1.00 / share - Note 2) 600,000 600 599,400
Shares of common stock issued for cash
November 2001 ($0.85 / share - Note 2) 182,504 183 154,945
Shares of common stock issued for legal
services, November 2001 ($0.85/share-Note 2) 35,000 35 29,715
Shares of common stock issued for cash
December 2001 ($0.50/share - Note 2) 750,000 750 374,250
Issuance of shares of common stock pursuant
to an exchange agreement December 2001
($0.001/share - Note 2) 828,300 828 (828)
Issuance of shares of common stock for
services rendered December 2001
($0.25/share - Note 2) 25,000 25 6,350
Termination of trust agreement (Note 2) (1) (1) 1
Net Operating Loss for the year ended
December 2001 (Note 2) (3,157,978)
----------- ------------ --------- ----------- ----------- --------------
BALANCE, December 2001 0 11,170,804 0 11,171 3,200,082 (3,211,253)
----------- ------------ --------- ----------- ----------- --------------
Net Operating Loss for the year ended
December 2002 0
----------- ------------ --------- ----------- ----------- --------------
BALANCE, December 2002 0 11,170,804 0 11,171 3,200,082 (3,211,253)
----------- ------------ --------- ----------- ----------- --------------
Net Operating Loss for the year ended
December 2003 (125)
----------- ------------ --------- ----------- ----------- --------------
BALANCE, December 2003 0 11,170,804 0 11,171 3,200,082 (3,211,378)
----------- ------------ --------- ----------- ----------- --------------
Net Operating Loss for the year ended
December 2004 (2,598)
----------- ------------ --------- ----------- ----------- --------------
BALANCE, December 2004 0 11,170,804 0 11,171 3,200,082 (3,213,976)
----------- ------------ --------- ----------- ----------- --------------
Net Operating Loss for the six months ended
June 30, 2005 (unaudited) (557)
----------- ------------ --------- ----------- ----------- --------------
BALANCE, June 30, 2005 (unaudited) 0 11,170,804 $ 0 $ 11,171 $ 3,200,082 $ (3,214,533)
=========== ============ ========= =========== =========== ==============
The accompanying notes are an integral part of these financial statements.
Merilus, Inc.
( a development stage enterprise )
Statements of Cash Flows
From the date
of inception
(May 7, 1985)
For the three months ended For the six months ended through
June 30, June 30, June 30, June 30, June 30,
2005 2004 2005 2004 2005
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
-------------- -------------- -------------- -------------- -------------
OPERATING ACTIVITIES:
Net loss from operations $ (557) $ (1,361) $ (557) $ (1,361) $ (56,555)
Adjustment to reconcile net loss to net
cash position
Accounts payable 557 1,361 557 1,361 3,280
Common stock issued for services 36,125
-------------- -------------- -------------- -------------- -------------
Net cash used for operating activities 0 0 0 0 (17,150)
-------------- -------------- -------------- -------------- -------------
INVESTING ACTIVITIES:
Investment in Merilus Technologies, Inc.
(Note 2) 0 0 0 0 (3,157,978)
-------------- -------------- -------------- -------------- -------------
Net cash used for investing activities 0 0 0 0 (3,157,978)
-------------- -------------- -------------- -------------- -------------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock 0 0 0 0 3,175,128
-------------- -------------- -------------- -------------- -------------
Net cash provided from financing activities 0 0 0 0 3,175,128
-------------- -------------- -------------- -------------- -------------
Net cash position at start of period 0 0 0 0 0
-------------- -------------- -------------- -------------- -------------
Net cash position at end of period $ 0 $ 0 $ 0 $ 0 $ 0
============== ============== ============== ============== =============
The accompanying notes are an integral part of these financial statements.
Merilus, Inc.
( a development stage enterprise )
Notes to Financial Statements (Unaudited)
Note 1: 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. The Company is considered a development stage enterprise
as defined in SFAS 7 because since its inception, it has not commenced
operations that have resulted in significant revenue and the Company's efforts
have been devoted primarily to activities related to raising capital and
attempting to acquire an operating entity.
Unaudited information
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB and
item 310 of Regulation SB of the United States Securities and Exchange
Commission. Accordingly, they do not include all of the information and footnote
disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary to present fairly the financial position and
results of operations for the periods presented have been made. These financial
statements for the six months ended June 30, 2005, should be read in conjunction
with the accompanying notes and with the historical financial information of the
Company, and are not necessarily indicative of the results that may be expected
for the year ending December 31, 2005.
Going concern
The accompanying unaudited financial statements have been prepared in
contemplation of the Company continuing as a going concern. However, the Company
has not had revenues from operations in each of the last two fiscal years, is
considered a development stage enterprise as defined by SFAS 7 and is seeking an
acquisition or merger with an operating entity. The Company's ability to meet
its ongoing financial requirements is dependent at the present time upon loans
from shareholders and managements willingness to serve the Company without
monetary remuneration. The Company assumes that this arrangement will continue
during the next 12 months; however, no assurance thereof can be given. 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 period presented by the weighted average number of shares outstanding during
that same period. For the period from the date of inception through June 30,
2005, the weighted number of shares is represented by cumulating the number of
shares outstanding at the end of each year since the Company's inception and for
the semi-annual period ending June 30, 2005, and dividing that number by the
number of years (20 1/2) since the Company's inception.
Income taxes
The Company has not had any income in prior periods and therefore, no income
taxes were paid. Management has determined that future taxable income may not be
allowed to offset prior losses and therefore has not established a deferred tax
asset.
Revenue recognition
The Company has not had any realizable sources of revenue and consequently, has
not established a policy for the recognition of revenue.
New accounting pronouncements
In May 2004, the Emerging Issues Task Force of the FASB came to a consensus
regarding EITF 02-14 "Whether an Investor Should Apply the Equity Method of
Accounting to Investments Other Than Common Stock". The consensus of the task
force is that the equity method of accounting is to be used for investments in
common stock or in-substance common stock, effective for reporting periods
beginning after September 15, 2004. The Company currently has no equity
investments, and therefore no impact will be made on the financial statements of
the Company.
In November 2004, the FASB issued Statement No. 151, "Inventory Costs". This
Statement requires that items such as idle facility expense, excessive spoilage,
double freight, and rehandling costs be recognized as current period charges and
that allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. The statement is
effective for fiscal periods beginning after June 15, 2005. The Company believes
that Statement No. 151 will have no significant impact on the financial
statements.
In December 2004, the FASB issued Statement No. 153, "Exchange of Non-Monetary
Assets". This Statement confirms that exchanges of non-monetary assets are to be
measured based on the fair value of the assets exchanged, except for exchanges
of non-monetary assets that do not have commercial substance. Those transactions
are to be measured at entity specific values. The Company has recorded
transactions in its common stock in accordance with this statement.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment," which amends SFAS No. 123, "Accounting for Stock-Based Compensation".
This Statement, as revised, requires public entities to measure the cost of
employee services received in exchange for an award of equity instruments based
on the grant-date fair value of the award. The cost will be recognized over the
period during which an employee is required to provide service in exchange for
the award. No compensation cost is recognized for equity instruments for which
employees do not render the requisite service.
The effective date for the Company is the first reporting period beginning after
December 15, 2005. Management believes that the application of SFAS No. 123
(revised 2004) will have an adverse effect on the future results of operations,
when current management receives compensation by the issuance of equity
instruments of the Company.
In May 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3".
This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed. The effective date
for the Company is for fiscal years beginning after December 15, 2005. The
Company believes that Statement No. 154 will have no significant impact on the
financial statements.
Note 2: Reorganization Agreement
During the year 2000 and in contemplation of entering into the Agreement for the
purpose of acquiring all of the issued and outstanding shares of MTI, the
Company issued warrants for the purchase of 2,000,000 shares of its common stock
at an exercise price of $1.00 per share. Upon entering into the Agreement the
warrants were exercised and the Company received $2,000,000, which was given to
MTI in the form of notes receivable. Pursuant to the Agreement a trust was
established into which the Company issued 1 share of preferred stock that
represented 3,767,500 "exchangeable shares" of the Company's common stock. Upon
surrender by MTI shareholders of their MTI stock, the Company would issue its
common stock to the MTI shareholders. 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. Subsequent to this issuance, no further shares of
the Company's common stock were issued to MTI shareholders pursuant to the
Agreement and the Company cancelled the preferred share that had been issued.
The 828,300 shares that were issued were valued on the Company's financial
statements at par value.
During the year 2001, the Company conducted its operations as though it had
acquired MTI even though its control of MTI was only through the Agreement and
the officers and directors that were elected pursuant thereto. During this year
the Company issued shares of its common stock for the benefit of MTI in the
following amounts: 60,000 shares for services rendered valued at the approximate
fair market value at the time of issuance of $36,125 (per share price ranging
between $0.25 and $1.00); and 1,532,504 shares for cash valued at the cash
consideration received (per share price ranging between $0.25 and $1.00).
During 2003 MTI filed for bankruptcy in British Columbia, Canada, listing the
Company as an unsecured creditor in the amount of $3,550,294. The Company has
not collected any amounts from the bankruptcy proceedings and does not
anticipate the collection of any amounts.
Note 3: 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 share 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
financial statements accurately reflect the financial position of the Company as
of the dates presented and no contingent liabilities exist.
Note 4: Net Loss from Operations
During each of the six months ended June 30, 2005 and 2004, the Company incurred
a loss of $125 as a result of filing fees paid to the state of Nevada and
accrued fees due and payable to the Company's transfer agent in the amounts of
$432 and $1,236, respectively.
Note 5: Subsequent Events
On December 14, 2005, the Company reduced all but $25 of its accounts payable by
signing a promissory note payable to one of its shareholders in the amount of
$4,593.50. The promissory note is due on or before December 31, 2006 and bears
interest at the rate of six percent per annum. The terms of the promissory note
require that repayment be made in full with accrued interest the earlier of
December 31, 2006 or within five days of the merger or acquisition between the
Company and another corporation or entity that has operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Special Note Regarding Forward-Looking Statements
This periodic report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
the financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities for
existing products, plans and objectives of management. Statements in this
periodic report that are not historical facts are hereby identified as
"forward-looking statements."
a) Plan of Operations
The Company was incorporated in Nevada in May 1985 and its initial business
endeavors were not successful. In December 2000, the Company 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. As part of the acquisition, the Company raised capital
through a private placement that was loaned to MTI. Prior to the completion of
the terms of the reorganization agreement, MTI filed for bankruptcy protection
and was liquidated under the laws of Canada. The acquisition of MTI by the
Company was never consummated as contemplated.
The Company has not had revenues from operations in each of the last two fiscal
years, is considered a development stage enterprise as defined by SFAS 7 and is
seeking an acquisition or merger with an operating entity. In conjunction with
its attempts to acquire an operating entity, the Company may attempt to raise
capital. A shareholder 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. The Company has not entered into a
definitive agreement with this shareholder or anyone else, regarding the receipt
of future funds to meet its capital requirements. However, management
anticipates that whatever the requirements may reasonably be to further its plan
of operations, this shareholder will continue to fund the Company as needed
during the next twelve months.
On December 14, 2005, the Company signed a promissory note payable to this
shareholder in the amount of $4,593.50, due on or before December 31, 2006,
bearing interest at the rate of six percent per annum. The terms of the
promissory note require that repayment be made in full with accrued interest the
earlier of December 31, 2006 or within five days of the merger or acquisition
between the Company and another corporation or entity that has operations. After
entering into this promissory note, the Company had accounts payable in the
amount of $25, after having paid all filing fees and other obligations including
the audit of its December 31, 2004 financial statements.
Denny W. Nestripke serves as the Company's sole officer and director, and
therefore he acts as Company's management. Even though Mr. Nestripke is not
being provided with any compensation on a regular basis, Mr. Nestripke will
receive shares of the Company's common stock in conjunction with his services in
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.
In its search for a business opportunity, management anticipates that the
Company will incur additional costs including legal and accounting fees to
locate and complete a merger or acquisition. Other than previously discussed,
the Company does not have the wherewithal to meet these financial requirements.
Even though 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.
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
shareholders. The Company will select any potential business opportunity based
on management's business judgment. At the present time, only Mr. Nestripke
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 shareholders. 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
shareholders.
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. The
Company is not restricting its search to those business opportunities that have
profitable operations. If a business opportunity is acquired that has revenues,
there is no assurance that the existence of revenue will result in profitable
operations. 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 shareholders 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 shareholders.
Inasmuch as the Company only has its equity securities 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, including those that will
be issued to management, will dilute the ownership percentage that current
shareholders have in the Company.
The Company does not intend to employ anyone in the future, unless its present
business operations were to change. Management does not believe it is necessary
for the Company to have an administrative office and utilizes the mailing post
office box of the Company's president for business correspondence. The Company
does intend to reimburse management for any out of pocket costs.
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.
ITEM 3. CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures.
The Company's principal executive and accounting officer has reviewed the
disclosure controls and procedures (as defined in Rule 13a-14(a) / Rule 15d-
14(a) of the Exchange Act) in place to assure the effectiveness of such controls
and procedures. This review occurred within 90 days of this Form 10- QSB being
filed. Based on this review, the principal executive and accounting officer
believes that the disclosure controls and procedures are adequate.
b) Changes in disclosure controls and procedures.
There were no changes in the Company's disclosure controls and procedures, or in
factors that could significantly affect those controls and procedures, since the
date of the most recent evaluation.
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit Reference
Number 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 Certification pursuant to
section 906 This Filing
32.02 32 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.
b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following person on behalf of the
Registrant and in the stated capacities and on the dates indicated.
Merilus, Inc.
Dated: December 16, 2005 By: /s/ Denny W. Nestripke
Denny W. Nestripke, Chief Executive
Officer, Chief Financial Officer,
and Director