U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 0-29527
MEELICK ACQUISITION CORPORATION
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(Exact name of small business issuer as specified in its charter)
Delaware 33-0889201
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4985 Algonquin Trail, Nashville, Tennessee 37013
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(Address of principal executive offices)
(615) 568-9291
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(Issuer's telephone number)
2600 Michelson Dr., Ste. 490, Irvine, CA 92612
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(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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.
Yes X No
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As of November 11, 2002, the Company had 2,500,000 shares of its $.001 par value
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
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INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements Page
----
Condensed Balance Sheet at September 30, 2002 (unaudited) 3
Condensed Statements of Operations for the Quarter Ended
September 30, 2001 and 2002 (unaudited) 4
Condensed Statements of Operations for the Nine Months
Ended September 30, 2001 and 2002 (unaudited) 5
Condensed Statements of Cash Flows for the Nine Months
Ended September 30, 2001 and 2002 (unaudited) 6
Notes to Condensed Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis or Plan of Operation 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
2
MEELICK ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 2002
ASSETS
TOTAL ASSETS $ -
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
TOTAL LIABILITIES $ -
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SHAREHOLDERS' EQUITY:
Preferred stock, 10,000,000 shares authorized, $.001 par value,
none issued and outstanding -
Common stock, 20,000,000 shares authorized, $.001 par value,
500,000 shares issued and outstanding 500
Additional paid in capital 5,067
Deficit accumulated during the development stage (5,567)
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NET SHAREHOLDERS' EQUITY -
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$ -
==========
3
MEELICK ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
CUMULATIVE
THREE MONTHS FROM INCEPTION
ENDED SEPTEMBER 30, (APRIL 21, 1997)
------------------------------- TO SEPTEMBER 30,
2001 2002 2002
------------- ------------- -------------
COSTS AND EXPENSES:
General and administrative expenses $ 200 $ 175 $ 5,567
------------- ------------- -------------
NET LOSS $ (200) $ (175) $ (5,567)
============= ============= =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ - $ -
============= =============
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 500,000 500,000
============= =============
4
MEELICK ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
CUMULATIVE
NINE MONTHS FROM INCEPTION
ENDED SEPTEMBER 30, (APRIL 21, 1997)
------------------------------- TO SEPTEMBER 30,
2001 2002 2002
------------- ------------- -------------
COSTS AND EXPENSES:
General and administrative expenses $ 1,065 $ 2,226 $ 5,567
------------- ------------- -------------
NET LOSS $ (1,065) $ (2,226) $ (5,567)
============= ============= =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ - $ -
============= =============
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 500,000 500,000
============= =============
5
MEELICK ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
CUMULATIVE
NINE MONTHS FROM INCEPTION
ENDED SEPTEMBER 30, (APRIL 21, 1997)
---------------------------- TO SEPTEMBER 30,
2001 2002 2002
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,065) $ (2,226) $ (5,567)
Adjustments to reconcile net loss to net cash
used by operating activities: - - -
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Net cash used by operating activities (1,065) (2,226) (5,567)
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CASH FLOWS FROM INVESTING ACTIVITIES - - -
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CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 500
Capital contributions 1,065 2,226 5,067
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Net cash provided by financing activities 1,065 2,226 5,567
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Net increase (decrease) in cash - - -
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CASH, BEGINNING OF PERIOD - - -
------------- ------------- -------------
CASH, END OF PERIOD $ - $ - $ -
============= ============= =============
6
MEELICK ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE A - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited financial statements of Meelick Acquisition
Corp. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the nine months ended September
30, 2002 are not necessarily indicative of the results for any future
period. These statements should be read in conjunction with the Company's
audited financial statements and notes thereto for the year ended December
31, 2001.
NOTE B - GOING CONCERN
- ----------------------
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. Additional capital
infusion is necessary in order to acquire business opportunities. This
factor raises substantial doubt about the Company's ability to continue as
a going concern.
NOTE C - SUBSEQUENT EVENT
- -------------------------
Effective October 2, 2002, the Company agreed to issue 2,000,000 shares of
its common stock for 100% of the capital stock of Mirkat Media, Inc., a
Tennessee corporation engaged in the development, production, marketing,
and syndication of television programming and the distribution of recorded
music and DVDs. It is anticipated that this Reorganization will be
accounted for as a reverse merger.
7
MEELICK ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Item 2. Plan of Operation
The Company was organized in April 1997 for the purpose of listing its
securities on an electronic stock exchange and then acquiring an interest
in a suitable operating business. The Company has not yet engaged in
business and has no revenues. As of September 30, 2002 the Company had no
assets or liabilities. Following the October 2, 2002 Reorganization
described in Note C above, management believes that the Company will
require additional capital over the next 12 months in order to execute its
business plan. The Company expects to acquire such additional funds from
the capital markets; however, there is no assurance that management will
be successful in obtaining the necessary capital.
Item 3. Controls and Procedures
During the 90-day period prior to the filing date of this report,
management, including the Corporation's Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and operation
of the Corporation's disclosure controls and procedures. Based upon, and
as of the date of that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the disclosure controls and procedures
were effective, in all material respects, to ensure that information
required to be disclosed in the reports the Corporation files and submits
under the Exchange Act is recorded, processed, summarized and reported as
and when required.
There have been no significant changes in the Corporation's internal
controls or in other factors which could significantly affect internal
controls subsequent to the date the Corporation carried out its
evaluation. There were no significant deficiencies or material weaknesses
identified in the evaluation and therefore, no corrective actions were
taken.
8
PART II OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings against the Company and the
Company is unaware of proceedings contemplated against it.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to the security holders for a vote.
Item 5. Other Information
There is no other information deemed material by management
for disclosure herein.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
Exhibit 99.1 Section 906
Reports on Form 8-K
-------------------
Filed as of October 2, 2002, to report a Change in Control of
Registrant
9
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.
MEELICK ACQUISITION CORPORATION
By: /s/ Keith Dressel
------------------------
Keith Dressel
Chief Executive Officer
Dated: November 18, 2002
CERTIFICATIONS
I, Keith Dressel, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of Meelick Acquisition
Corporation. ("registrant"):
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 18, 2002
/s/ Keith Dressel
- ----------------------
Keith Dressel,
Chief Executive Officer
CERTIFICATIONS
I, Keith Dressel, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of Meelick Acquisition
Corporation ("registrant"):
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 18, 2002
/s/ Keith Dressel
- --------------------------
Keith Dressel,
Chief Financial Officer