UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
------------------
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission File Number 0-28475
Merilus, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 87-0635270
------ ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
44 West Broadway, #1805, Salt Lake City, UT 84101
(Address of principal executive offices)
(801) 949-1020 (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 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. 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.
11,920,804 shares of $0.001 par value common stock on November 27, 2006
Transitional Small Business Disclosure Format (Check One): Yes [] No [X]
TABLE OF CONTENTS
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, September 30, 2003 (unaudited) and December 31, 2002
Statements of Operations, for the three and nine month periods ended September
30, 2003 and 2002 (unaudited), and from the date of inception (May 7, 1985)
through September 30, 2003 (unaudited)
Statements of Stockholders' (Deficit), from the date of inception (May 7, 1985)
through September 30, 2003 (unaudited)
Statements of Cash Flows, for the nine month period ended September 30, 2003 and
2002 (unaudited); and from the date of inception (May 7, 1985) through September
30, 2003 (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
Item 6. Exhibits
Exhibit 31 Rule 13a-14(a)/15d-14a(a) Certification - CEO
Exhibit 31 Rule 13a-14(a)/15d-14a(a) Certification - CFO
Exhibit 32 Section 1350 Certification - CEO
Exhibit 32 Section 1350 Certification - CFO
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Merilus, Inc.
( a development stage enterprise )
Balance Sheets
September 30, December 31,
2003 2002
(unaudited)
-------------- --------------
ASSETS:
Current Assets: $ 0 $ 0
-------------- --------------
Total Assets $ 0 $ 0
============== ==============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable 0 0
-------------- --------------
Total Liabilities 0 0
-------------- --------------
Stockholders' (Deficit)
Preferred Stock - $1.00 par value, 1 share authorized, $ 0 $ 0
0 share issued and outstanding
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 (3,211,253) (3,211,253)
-------------- --------------
Total Stockholders' (Deficit) 0 0
-------------- --------------
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 nine months ended through
September 30, September 30, September 30, September 30, September 30,
2003 2002 2003 2002 2003
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
-------------- -------------- -------------- -------------- -------------
Revenue $ 0 $ 0 $ 0 $ 0 $ 0
-------------- -------------- -------------- -------------- -------------
Expenses
General and administrative 0 0 0 0 89,400
Loss on investment 0 0 0 0 3,121,853
-------------- -------------- -------------- -------------- -------------
Net Loss $ 0 $ 0 $ 0 $ 0 $ (3,211,253)
============== ============== ============== ============== =============
Net loss per share of common stock $ 0.00 $ 0.00 $ 0.00 $ 0.00
============== ============== ============== ==============
Weighted average number of common
shares outstanding 11,170,804 11,170,804 11,170,804 11,170,804
============== ============== ============== ==============
The accompanying notes are an integral part of these
financial statements.
Merilus, Inc.
( a development stage enterprise )
Statements of Stockholders'
(Deficit) From the date of inception (May 7, 1985)
through September 30, 2003
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 period ended
September 30, 2003 (unaudited) 0
--------- ----------- -------- ----------- ---------- -----------
BALANCE, September 30, 2003 (unaudited) 0 11,170,804 0 11,171 3,200,082 $(3,211,253)
========= =========== ======== =========== ========== ===========
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 nine months ended through
September 30, September 30, September 30,
2003 2002 2003
(unaudited) (unaudited) (unaudited)
-------------- -------------- ---------------
OPERATING ACTIVITIES:
Net loss from operations $ 0 $ 0 $ (3,211,253)
Adjustment to reconcile net loss to
net cash position
Common stock issued for services 0 0 36,125
Loss on investment 0 0 3,121,853
-------------- -------------- ---------------
Net cash used for operating activities 0 0 (53,275)
-------------- -------------- ---------------
INVESTING ACTIVITIES:
Investment in Merilus Technologies, Inc. (Note 2) 0 0 (3,130,128)
-------------- -------------- ---------------
Net cash used for investing activities 0 0 (3,130,128)
-------------- -------------- ---------------
FIANCING ACTIVITIES:
Proceeds from issuance of common stock 0 0 3,175,128
Donation of capital 0 0 8,275
-------------- -------------- ---------------
Net cash provided from financing activities 0 0 3,183,403
-------------- -------------- ---------------
Net increase (decrease) in cash 0 0 0
Net cash position at start of period 0 0 0
-------------- -------------- ---------------
Net cash position at end of period $ 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: Basis of Presentation
The accompanying unaudited financial statements of Merilus, Inc. (the "Company")
were prepared pursuant to the rules and regulations of the United States
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations. Management of the
Company ("Management") believes that the following disclosures are adequate to
make the information presented not misleading. These condensed financial
statements should be read in conjunction with the audited financial statements
and the notes thereto included in the Company's Form KSB filed with the
Securities and Exchange Commission for the period ended December 31, 2002.
These unaudited condensed financial statements reflect all adjustments
(consisting only of normal recurring adjustments) that, in the opinion of
Management, are necessary to present fairly the financial position and results
of operations of the Company for the periods presented. Operating results for
the three months ended September 30, 2003, are not necessarily indicative of the
results that may be expected for the year ending December 31, 2003.
Note 2: 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's initial operations proved unsuccessful.
During 1999 the Company forward split of 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 and amended its articles of
incorporation to authorize the issuance of a preferred class of stock. The
financial statements of the Company retroactively reflect the effects of both of
these forward splits.
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. During 2001 the Company attempted to complete the
terms of the Agreement; however, the acquisition of MTI was never consummated as
contemplated. During 2003 MTI filed for bankruptcy in British Columbia, Canada,
listing the Company as an unsecured creditor. The Company has not collected any
amounts from the bankruptcy proceedings and does not anticipate the collection
of any amounts. Subsequent thereto the Company became dormant and during 2005,
the Company commenced its efforts to acquire an operating entity.
Going concern
These 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 since 2005, the Company is seeking an
acquisition or merger with an operating entity. (See Note 4)
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.
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 exchange for
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 shareholder. 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 the par value of its
common stock or $0.001.
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).
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: Subsequent Events and Related Party Transactions
During the fourth quarter of 2005, a shareholder of the Company paid $4,593 of
the Company's obligations and through September 30, 2006 advanced $15,894 in
cash to the Company. The Company signed interest bearing (6% per annum)
promissory notes which are due 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. At September 30,
2006 the Company had accrued interest in the amount of $498 on these notes. The
Company's ability to meet its ongoing financial requirements has been dependent
on loans from a shareholder and management's 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.
During February 2006 the Company issued 750,000 shares of common stock to its
then President and sole Director in consideration of services rendered valued at
$2,250 ($.003 per share), which amount approximated the market value during the
period when the services were performed. On December 7, 2006 this individual
resigned as a Director and officer of the Company.
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 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, and the 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."
Plan of Operations
Overview:
The Company has not received any revenue 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 shareholder and has issued shares of its
common stock to its president for services rendered. The Company may also issue
shares of its common stock to raise equity 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, in fulfilling its
filing requirements with the Securities and Exchange Commission, including the
audit of its financial statements, and in changing the marketplace of its
securities.
The Company has entered into a note agreement on January 31, 2006 with a
shareholder to receive a total of $9,000 pursuant to the following terms:
unsecured promissory note due on or before December 31, 2006, bearing interest
at the rate of six percent per annum and requiring repayment be made in full
with accrued interest within five days of the merger or acquisition between the
Company and another corporation or entity that has operations. The Company has
received $5,800 as of June 30, 2006 and will request additional cash to pay its
current liabilities. In addition, on December 14, 2005, the Company signed a
promissory note payable to this shareholder in the amount of $4,593.50, having
the same terms as previously described.
The financial statements contained in this interim report have been prepared
assuming that the Company will continue as a going concern. The Company is not
engaged in any revenue producing activities and has not established any source
of revenue other than described herein. These factors raise substantial doubt
that the Company will be able to continue as a going concern even though
management believes that sufficient funding is available to meet its operating
needs during the next twelve months. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Alex Demitriev serves as the Company's sole officer and director, and therefore
he acts as Company's management. Mr. Demitriev is not being provided any cash
compensation. Prior to Mr. Demitriev's appointment, Denny W. Nestripke accepted
the position of the Company's sole officer and director in 2005 and has served
in that capacity until November 27, 2006. During the 4th quarter of 2005, the
Company accrued a liability payable to Mr. Nestripke in the amount of $1,500 and
an additional amount of $750 was earned during January of 2006. During February
of 2006 Mr. Nestripke received 750,000 shares of the Company's common stock
valued at $0.003, the prevailing market price during the period that the $2,250
was earned. The services that Mr. Nestripke provided 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. On November 27, 2006, Mr. Nestripke
appointed Alex Demitriev to the Board of Directors and tendered his resignation
as a director and sole officer of the Company. Mr. Nestripke also entered into
an engagement letter relating to future services which he will provide to the
Company. Pursuant to the engagement letter, the Company has requested that Mr.
Nestripke assist Mr. Demitriev in submitting financial information to the
Company's auditors, without cost to the Company.
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 the financial
requirements of seeking a business opportunity. As of June 30, 2006, the Company
has obligated itself in the amount of $19,594 and 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. At September 30, 2003, the Company
had no obligations and was not actively pursuing any business objectives.
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.
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 any such 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. 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
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 current
shareholders. 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 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 shareholders 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.
Liquidity and Capital Resources
As of September 30, 2003, the Company had no working capital with no assets or
liabilities. If the Company cannot find a new business, it will have to seek
additional capital either through the sale of its shares of common stock or
through a loan from its officer or shareholders. The Company has only incidental
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 with which to acquire or 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
shareholders as it has only limited capital and no operations.
Results of Operations
For the three and nine months ended September 30, 2003, the Company had no
revenue or expenses, as it was not pursuing any business activities. The Company
does not anticipate any revenue until it locates a new business opportunity.
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
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.
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 1. Legal Proceedings
None
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information.
None
ITEM 6. Exhibits
Index of Exhibits:
Exhibit Table # Title of Document Location
3 (i) Articles of Incorporation Incorporated by reference*
3 (i) Amended Articles of Incorporation Incorporated by reference**
3 (i) Amended Articles of Incorporation Incorporated by reference***
3 (ii) Bylaws Incorporated by reference*
3 (ii) Revised Bylaws Incorporated by reference*****
4 Specimen Stock Certificate Incorporated by reference*
10 Promissory Note dated December 14, 2005 Incorporated by reference****
10 Promissory Note dated January 31, 2006 Incorporated by reference****
11 Computation of loss per share Notes to financial statements
31 Rule 13a-14(a)/15d-14a(a) Certification - CEO This filing
31 Rule 13a-14(a)/15d-14a(a) Certification - CFO This filing
32 Section 1350 Certification - CEO This filing
32 Section 1350 Certification - CFO 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.
**** Incorporated by reference from the Company's Form 10-KSB, for the year
ended December 31, 2005, filed with the Commission.
***** Incorporated by reference from the Company's Form 10-QSB, for the
quarter ended March 31, 2006, filed with the Commission.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Merilus, Inc.
(Registrant)
Dated: December 12, 2006 By: /s/ Alex Demitriev
-----------------
Alex Demitriev
Chief Executive Officer
Chief Financial Officer
Director