U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
Commission File Number 0-29527
MEELICK ACQUISITION CORP.
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(Exact name of small business issuer as specified in its charter)
Delaware 33-0889201
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State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4985 Algonquin Trail, Antioch, Tennessee 37013
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(Address of principal executive offices)
(336) 357-3262
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(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 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 [ ]
As of November 17, 2003, the Company had 3,127,660 shares of its $.001 par value
common stock issued and outstanding.
INDEX
PART I FINANCIAL INFORMATION
Page
Item 1. Financial Statements
Condensed Balance Sheet at September 30, 2003 (unaudited) 3
Condensed Statements of Operations for the Three and Nine Months
Ended September 30, 2003 and 2002 (unaudited) 4
Condensed Statements of Cash Flows for the Nine Months
Ended September 30, 2003 and 2002 (unaudited) 5
Notes to Unaudited Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 7
Item 3 Controls and Procedures 7
PART II OTHER INFORMATION
Item 1. Legal Proceedings 7
Item 2. Changes in Securities 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 7
Item 6. Exhibits and Reports on Form 8-K 7
Signatures 7
Certifications 8
2
MEELICK ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONDENSED BALANCE SHEET
SEPTEMBER 30, 2003
ASSETS
Current assets
Cash $ 36
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36
Equipment, net of accumulated depreciation of $842 11,995
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$ 12,031
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 4,863
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Commitments and contingencies -
SHAREHOLDERS' EQUITY:
Preferred stock, 10,000,000 shares authorized,
$.001 par value, none issued and outstanding -
Common stock, 20,000,000 shares authorized,
$.001 par value, 3,127,660 shares issued and outstanding 3,128
Additional paid in capital 36,356
Deficit accumulated during the development stage (32,316)
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TOTAL SHAREHOLDERS' EQUITY 7,168
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$ 12,031
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See notes to financial statements
3
MEELICK ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS NINE MONTHS CUMULATIVE
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, FROM INCEPTION
----------------------- ----------------------- (SEPTEMBER 25, 2002)
2003 2002 2003 2002 TO SEPTEMBER 30, 2003
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COSTS AND EXPENSES:
General and administrative $ 1,137 $ -- $ 14,105 $ -- $ 32,316
---------- -------- ----------- -------- ---------
NET LOSS $ (1,137) $ -- $ (14,105) $ -- $(32,316)
========== ======== =========== ======== =========
BASIC AND DILUTED NET
LOSS PER COMMON SHARE $ -- $ -- $ -- $ --
========== ======== =========== =======
BASIC AND DILUTED
WEIGHTED AVERAGE
SHARES OUTSTANDING 3,127,660 -- 2,927,758 --
========== ======== =========== =======
See notes to financial statements
4
MEELICK ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
CUMULATIVE
NINE MONTHS FROM INCEPTION
ENDED JUNE 30, (SEPTEMBER 25, 2002)
-------------------------- TO SEPTEMBER 30,
2003 2002 2003
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (14,105) $ - $ (32,316)
Adjustments to reconcile net loss to net cash
used by operating activities:
Issuance of stock for services 2,784 - 12,784
Increase in accounts payable 4,863 - 4,863
Depreciation 792 - 842
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Net cash used by operating activities (5,666) - (13,827)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (11,837) - (12,837)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 17,500 - 26,700
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Net (decrease) in cash (3) - 36
CASH, BEGINNING OF PERIOD 39 - -
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CASH, END OF PERIOD $ 36 $ - $ 36
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Supplemental cash flow information
Cash paid for interest and income taxes $ - $ - $ -
============= ============= ============
See notes to financial statements
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MEELICK ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
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, 2003 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, 2002.
NOTE B - BACKGROUND AND NATURE OF BUSINESS
Mirkat Media, Inc. ("MMI") was incorporated in Tennessee on September 25,
2002. MMI's principal activity will be to provide entertainment oriented
media services. Effective October 2, 2002, MMI entered into a reverse
merger agreement with Meelick Acquisition Corp. (MAC) whereby MAC
exchanged 2,000,000 shares of its common stock, par value $0.001, for 100%
of the outstanding capital shares of MMI. These 2,000,000 shares of common
stock represent 80% of the total shares outstanding post merger. For
accounting purposes, this transaction was treated as a recapitalization
with MAC the legal acquirer and MMI the accounting acquirer. As soon as
practicable, MAC intends to file for a change of name to Mirkat Media,
Inc. MAC had no assets, liabilities or operations prior to the reverse
merger. MAC was incorporated in Delaware on April 27, 1997 for the purpose
of acquiring an interest in a suitable operating business and subsequently
listing its securities on an electronic exchange.
NOTE C - 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. The Company's management intends to raise additional
funds through equity offerings. However, there can be no assurance that
management will be successful in this endeavor.
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ITEM 2 - PLAN OF OPERATION
The Company has incurred general and administrative expenses of $1,137
during the quarter ended September 30, 2003, $14,105 during the first nine
months of 2003, and $32,316 since its inception on September 25, 2002. The
Company's plan of operation over the next 12 months is to finalize its
business plan and to attempt to raise the capital necessary to implement
it.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"endeavor," "expect," "anticipate," "estimate," "intends," and similar
expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks, uncertainties and assumptions.
Should one or more of those risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially
from those anticipated, estimated, or projected. The Company cautions
potential investors not to place undue reliance on any such
forward-looking statements, all of which speak only as of the date made.
ITEM 3 - CONTROLS AND PROCEDURES
Based on his evaluation of MAC's disclosure controls and procedures
conducted within 90 days of the date of filing of this report on Form
10-QSB, MAC's chief executive officer and chief financial officer has
concluded that MAC's disclosure controls and procedures (as defined in
Rule 13a-14 promulgated under the Securities Exchange Act of 1934, as
amended) are effective. There have been no significant changes in MAC's
internal controls or in other factors that could significantly affect
these controls subsequent to the date of his evaluation.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
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 and Reports on Form 8-K
Exhibits 31 and 32 - Certifications
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 CORP.
By: /s/ Keith Dressel
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Keith Dressel
Chief Executive Officer
Dated: November 17, 2003
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