As filed with the Securities and Exchange Commission on October 18, 2010
Registration No. 333-165726
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MEIGUO VENTURES I, INC.
(Exact name of registrant as specified in its charter)
Delaware 6770 27-1485512
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
28248 North Tatum Blvd., Suite B-1-434
Cave Creek, Arizona 85331
(602) 300-0432
(Address and telephone number of principal executive offices
and principal place of business)
David W. Keaveney, President and Chief Executive Officer
28248 North Tatum Blvd., Suite B-1-434
Cave Creek, Arizona 85331
(602) 300-0432
(Name, address and telephone number of agent for service)
Copy to:
David E. Wise, Esq.
Attorney at Law
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
(210) 558-2858
(210) 579-1775 (facsimile)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum
of Securities Amount to Be Offering Price Aggregate Amount of
to be Registered Registered (1) per Share (2) Offering Price Registration Fee (3)
- ------------------------------------------------------------------------------------------------------------
Common Stock, 3,132,559 $0.01 $31,325.59 $2.23
$.0001 par value
- ------------------------------------------------------------------------------------------------------------
Totals 3,132,559 $0.01 $31,325.59 $2.23
============================================================================================================
(1) Represents shares of common stock offered for resale by shareholders of
record beginning when this Registration Statement becomes effective. The
selling shareholders' shares are restricted from sale until this
Registration Statement is effective; provided, however, that after this
Registration Statement is effective, at such time as we become aware that
our entry into a Business Combination Transaction has become probable, we
shall file an amendment to this Registration Statement with the SEC, which
will again restrict the selling shareholders from sale. If the potential
Business Combination Transaction is not consummated, the selling
shareholders may sell their shares again. If the Business Combination
Transaction is consummated, we shall file a post-effective amendment to
this registration statement with the SEC. After the effective date of the
amendment to this Registration Statement the shares can be sold freely
again. Our common stock is presently not traded on any market or securities
exchange, and we have not applied for listing or quotation on any public
market. The selling shareholders and any broker-dealers participating in
the distributions of the shares are considered to be "underwriters" within
the meaning of Section 2(11) of the Securities Act.
(2) This price was arbitrarily determined by us.
(3) Estimated solely for the purpose of calculating the registration fee under
Rule 457 (0) of the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"0) OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
THIS OFFERING IS A RESALE OF SECURITIES INITIALLY SOLD AT $0.01 PER SHARE AND IS
BEING CONDUCTED PURSUANT TO RULE 419 OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"). THE SELLING SHAREHOLDERS HAVE EACH ENTERED INTO AN
ESCROW AGREEMENT. IF AND WHEN ANY SALE OF SECURITIES IS MADE BY A SELLING
STOCKHOLDER PRIOR TO OUR ENTRY INTO A MERGER, ACQUISITION OR SIMILAR TRANSACTION
(HEREINAFTER COLLECTIVELY REFERRED TO AS A "BUSINESS COMBINATION TRANSACTION"),
THE SECURITIES BEING SOLD AND THE PURCHASE PRICE FOR THE SECURITIES BEING SOLD
(THE PURCHASERS OF THOSE SHARES ARE HEREINAFTER REFERRED TO AS THE "PURCHASERS")
SHALL BE PLACED INTO ESCROW WITH AN INSURED DEPOSITORY INSTITUTION.
WHEN WE BECOME AWARE THAT OUR ENTRY INTO A BUSINESS COMBINATION TRANSACTION HAS
BECOME PROBABLE, WE SHALL FILE AN AMENDMENT TO THIS REGISTRATION STATEMENT WITH
THE SEC SUSPENDING THIS OFFERING, AND SHALL NOTIFY THE SELLING SHAREHOLDERS THAT
THIS OFFERING IS BEING SUSPENDED. IF THE POTENTIAL BUSINESS COMBINATION
TRANSACTION IS NOT CONSUMMATED, THIS OFFERING SHALL BE CONTINUED, AND THE
SELLING SHAREHOLDERS MAY SELL SHARES AGAIN PURSUANT TO THIS OFFERING.
WHEN WE HAVE ENTERED INTO AN AGREEMENT FOR A BUSINESS COMBINATION TRANSACTION
WITH ONE OR MORE BUSINESSES (THE "TARGETS"), WE SHALL FILE AN AMENDMENT TO THIS
REGISTRATION STATEMENT AND SEND THE PURCHASERS, IF ANY, EXTENSIVE INFORMATION
WITH RESPECT TO THE TARGETS INCLUDING, BUT NOT LIMITED TO, AUDITED FINANCIAL
STATEMENTS, AND EACH PURCHASER SHALL HAVE A PERIOD OF FORTY FIVE (45) BUSINESS
DAYS AFTER THE EFFECTIVE DATE OF THAT AMENDMENT (THE END OF SUCH PERIOD, THE
"DEADLINE") IN WHICH TO INFORM US IF HE, SHE OR IT WISHES TO REMAIN AN INVESTOR
IN OUR COMPANY SUBSEQUENT TO THE CLOSING OF THE BUSINESS COMBINATION
TRANSACTION. IF A PURCHASER INFORMS US ON, OR PRIOR TO, THE DEADLINE THAT HE,
SHE OR IT WISHES TO REMAIN AN INVESTOR IN OUR COMPANY SUBSEQUENT TO THE CLOSING
OF THE BUSINESS COMBINATION TRANSACTION, WE SHALL RELEASE THE SHARES PURCHASED
BY HIM, HER OR IT TO HIM, HER OR IT AND RELEASE FROM ESCROW THE FUNDS HE, SHE OR
IT PAID FOR SUCH SHARES, PLUS ANY INTEREST OR DIVIDENDS WHICH HAVE BEEN PAID
THEREON DURING THE PERIOD WHILE SUCH FUNDS WERE HELD IN ESCROW, TO THE SELLING
STOCKHOLDER FROM WHOM HE, SHE OR IT PURCHASED THOSE SHARES. IF A PURCHASER FAILS
TO INFORM US ON, OR PRIOR TO, THE DEADLINE THAT HE, SHE OR IT WISHES TO REMAIN
AN INVESTOR IN OUR COMPANY SUBSEQUENT TO THE CLOSING OF THE BUSINESS COMBINATION
TRANSACTION, HIS, HER OR ITS ESCROW FUNDS, PLUS ANY INTEREST OR DIVIDENDS
THEREON, SHALL BE RETURNED TO HIM, HER OR IT WITHIN FIVE (5) BUSINESS DAYS AFTER
THE FORTY FIFTH (45TH) BUSINESS DAY FOLLOWING THE EFFECTIVE DATE OF THAT
AMENDMENT, AND HIS, HER OR ITS SHARES SHALL BE RETURNED TO THE SELLING
STOCKHOLDER FROM WHOM HE, SHE OR IT PURCHASED HIS, HER OR ITS SHARES.
SUBSEQUENT TO CONSUMMATING SUCH BUSINESS COMBINATION TRANSACTION AND THE
EFFECTIVE DATE OF THE AMENDMENT TO THIS REGISTRATION STATEMENT, WE WOULD NO
LONGER BE DEEMED TO BE A SHELL COMPANY, AND SHARES COULD BE TRANSFERRED WITHOUT
COMPLYING WITH THE PROVISIONS OF RULE 419.
IF ANY SELLING SHAREHOLDERS SOLD ANY SHARES TO PURCHASERS, AND WE HAVE NOT
CONSUMMATED A BUSINESS COMBINATION TRANSACTION WITHIN EIGHTEEN (18) MONTHS AFTER
THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, ALL ESCROW FUNDS SHALL BE
RETURNED TO THE PURCHASERS, AND ALL OF THE SHARES HELD IN ESCROW SHALL BE
RETURNED TO THE SELLING SHAREHOLDERS FROM WHOM THOSE PURCHASERS PURCHASED THEM.
IN VIEW OF THE FACT THAT THE ESCROW FUNDS SHALL EITHER BE RELEASED TO THE
SELLING SHAREHOLDERS OR RETURNED TO THE PURCHASERS, WE SHALL NOT RECEIVE ANY
FUNDS FROM THIS OFFERING.
IF THERE ARE NO SALES OF SECURITIES PURSUANT TO THIS OFFERING WITHIN 18 MONTHS
AFTER THE DATE THE SEC DECLARES THIS REGISTRATION STATEMENT EFFECTIVE, NO FUNDS
OR SECURITIES SHALL BE PLACED IN ESCROW, AND WE WILL FILE AN AMENDMENT TO THIS
REGISTRATION STATEMENT WITH THE SEC REMOVING THE SHARES FROM REGISTRATION AND,
SUBJECT TO THE NEXT PARAGRAPH, TERMINATING THIS OFFERING, IN WHICH EVENT THE
SHARES CANNOT BE SOLD UNLESS THEY ARE REGISTERED OR UNLESS A VALID EXEMPTION
FROM REGISTRATION IS THEN AVAILABLE.
IF THERE ARE NO SALES PURSUANT TO THIS OFFERING, WE MAY ENTER INTO A BUSINESS
COMBINATION TRANSACTION AT ANY TIME, REGARDLESS OF WHETHER PRIOR TO, OR
SUBSEQUENT TO, EIGHTEEN (18) MONTHS AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT IF THERE ARE NO SALES OF
SECURITIES PURSUANT TO THIS OFFERING, AND DURING SAID 18 MONTH PERIOD WE BECOME
AWARE THAT A BUSINESS COMBINATION IS PROBABLE, WE SHALL SUSPEND THIS OFFERING
AND SHALL NOTIFY THE SELLING SHAREHOLDERS THAT THIS OFFERING HAS BEEN SUSPENDED.
IF THE POTENTIAL BUSINESS COMBINATION TRANSACTION IS NOT CONSUMMATED BEFORE THE
EIGHTEEN (18) MONTH PERIOD HAS EXPIRED, THIS OFFERING SHALL BE CONTINUED DURING
THE EIGHTEEN MONTH STATUTORY PERIOD, AND THE SELLING SHAREHOLDERS MAY SELL
SHARES AGAIN PURSUANT TO THIS OFFERING. IF THERE IS NO BUSINESS COMBINATION
TRANSACTION AFTER THE EIGHTEEN (18) MONTH PERIOD, THEN THIS OFFERING SHALL BE
TERMINATED. IF THERE ARE NO SALES PURSUANT TO THIS OFFERING, THEN AFTER WE
CONSUMMATE A BUSINESS COMBINATION TRANSACTION, WE SHALL FILE A FORM 8-K WITH THE
SECURITIES AND EXCHANGE COMMISSION CONTAINING EXTENSIVE INFORMATION AS REQUIRED
BY SEC REGULATIONS WITH RESPECT TO THE TARGET(S), INCLUDING, BUT NOT LIMITED TO,
AUDITED FINANCIAL STATEMENTS. SUBSEQUENT TO CONSUMMATING SUCH BUSINESS
COMBINATION TRANSACTION, WE WOULD NO LONGER BE DEEMED TO BE A SHELL COMPANY, AND
THE PROVISIONS OF RULE 419 WITH RESPECT TO ESCROW OF FUNDS, AND PURCHASERS'
OPPORTUNITY TO RECEIVE A RETURN OF THEIR INVESTMENT FUNDS IF THEY DID NOT
APPROVE OF THE ACQUISITION WOULD NOT BE APPLICABLE.
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED __________, 2010
PROSPECTUS
MEIGUO VENTURES I, INC.
3,132,559 SHARES OF COMMON STOCK
Meiguo Ventures I, Inc. is registering an aggregate of 3,132,559 shares of
our common stock to be sold, from time to time, by one or more of the selling
shareholders, none of whom is an officer or director of Meiguo Ventures I, Inc.
We are not selling any of our shares pursuant to this prospectus and we will not
receive any proceeds from the sale of the selling shareholders' shares.
Accordingly, (1) there is no minimum amount of shares we must sell and (2) no
money raised from the sale of the shares will be placed in escrow, trust or any
other similar arrangement. Our securities are more fully described in the
section of this prospectus titled "Description of Securities" on page 32.
The selling shareholders and any broker/dealer executing sell orders on
behalf of the selling shareholders are "underwriters" within the meaning of the
Securities Act of 1933, as amended. Any profit on the sale of shares by the
selling security holders and any commissions or discounts given to any such
broker-dealer may be deemed to be underwriting commissions or discounts.
Currently, no public market exists for our common stock. After we comply
with Rule 419 and after entering into a merger, acquisition or similar
transaction ("Business Combination Transaction"), we will seek to have a market
maker publish quotations for our common stock on the OTC Bulletin Board
("OTCBB"), which is maintained by the Financial Institutions National Regulatory
Authority. However, we have no agreement or understanding with any potential
market maker to do so. We cannot assure you that a public market for our common
stock will develop. Ownership of our common stock is likely to be an illiquid
investment. Although all of our selling shareholders have entered into an escrow
agreement, unless we determine that a sale satisfies the applicable "Blue Sky"
laws the sale of our common stock is not permitted until the Business
Combination Transaction is consummated in accordance with Rule 419. If our
common stock becomes traded on the OTC Bulletin Board after we enter into a
Business Combination Transaction, the sale price will vary according to
prevailing market prices or privately negotiated prices by the selling
shareholders.
All certificates for shares currently have a restrictive legend and cannot
be sold without registration or an exemption from registration. In order to
comply with Rule 419 of the Securities Act, discussed in further detail below,
all of our selling shareholders have entered into an escrow agreement. If a
shareholder desires to sell his or her shares prior to our entering into a
Business Combination Transaction, he or she must notify us so that we can then
determine if the broker dealer arranged for the sale to comply with the
applicable "Blue Sky" laws. All sales of our shares are still subject to the
restrictions of the escrow agreement.
This offering is a resale of securities initially sold at $0.01 a share and
is being conducted pursuant to Rule 419 of the Securities Act. The selling
shareholders have entered into an escrow agreement. If and when any sale of
securities is made by a selling shareholder prior to our entry into a Business
Combination Transaction, the securities and the purchase price for the
securities (the purchasers of those shares are hereinafter referred to as the
"Purchasers") shall promptly be placed into escrow with Wilmington Trust
Company, an insured depository institution. When we have entered into an
agreement for a Business Combination Transaction with one or more businesses,
each Purchaser shall have a period of 45 business days after the effective date
of that amendment in which to inform us whether he, she or it wishes (A) to
remain an investor in our company subsequent to the closing of the Business
Combination Transaction, in which event the securities shall be released from
escrow to the Purchaser and the purchase price for those securities, plus any
interest or dividends, shall be released from escrow to the selling shareholder,
or (B) to receive the return of his, her or its escrow funds plus any interest
or dividends, in which event the securities shall be returned to the selling
shareholder.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. WE URGE
YOU TO READ THE "RISK FACTORS" BEGINNING ON PAGE 6.
Brokers or dealers effecting transactions in these shares should confirm
that the shares are registered under the applicable state law or that an
exemption from registration is available.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not making an offer to sell securities in any jurisdiction where an
offer or sale is not permitted. You should assume that the information appearing
in this prospectus is accurate as of the date on the front cover of this
prospectus only. Our business, financial condition, results of operations and
prospects may have changed since that date.
__________________, 2010
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION ACTING PURSUANT TO SAID SECTION 8(A) MAY DETERMINE.
THIS OFFERING IS A RESALE OF SECURITIES INITIALLY SOLD AT $0.01 PER SHARE AND IS
BEING CONDUCTED PURSUANT TO RULE 419 OF THE SECURITIES ACT. THE SELLING
SHAREHOLDERS HAVE EACH ENTERED INTO AN ESCROW AGREEMENT. IF AND WHEN ANY SALE OF
SECURITIES IS MADE BY A SELLING SHAREHOLDER PRIOR TO OUR ENTRY INTO A MERGER,
ACQUISITION OR SIMILAR TRANSACTION (HEREINAFTER COLLECTIVELY REFERRED TO AS A
"BUSINESS COMBINATION TRANSACTION"), THE SECURITIES BEING SOLD AND THE PURCHASE
PRICE FOR THE SECURITIES BEING SOLD (THE PURCHASERS OF THOSE SHARES ARE
HEREINAFTER REFERRED TO AS THE "PURCHASERS") SHALL BE PLACED INTO ESCROW WITH AN
INSURED DEPOSITORY INSTITUTION.
WHEN WE BECOME AWARE THAT OUR ENTRY INTO A BUSINESS COMBINATION TRANSACTION HAS
BECOME PROBABLE, WE SHALL FILE AN AMENDMENT TO THIS REGISTRATION STATEMENT WITH
THE SEC SUSPENDING THIS OFFERING, AND SHALL NOTIFY THE SELLING SHAREHOLDERS THAT
THIS OFFERING IS BEING SUSPENDED. IF THE POTENTIAL BUSINESS COMBINATION
TRANSACTION IS NOT CONSUMMATED, THIS OFFERING SHALL BE CONTINUED, AND THE
SELLING SHAREHOLDERS MAY SELL SHARES AGAIN PURSUANT TO THIS OFFERING.
WHEN WE HAVE ENTERED INTO AN AGREEMENT FOR A BUSINESS COMBINATION TRANSACTION
WITH ONE OR MORE BUSINESSES ("TARGETS"), WE SHALL FILE AN AMENDMENT TO THIS
REGISTRATION STATEMENT AND SEND THE PURCHASERS, IF ANY, EXTENSIVE INFORMATION
WITH RESPECT TO THE TARGETS INCLUDING, BUT NOT LIMITED TO, AUDITED FINANCIAL
STATEMENTS, AND EACH PURCHASER SHALL HAVE A PERIOD OF FORTY FIVE (45) BUSINESS
DAYS AFTER THE EFFECTIVE DATE OF THAT AMENDMENT (THE END OF SUCH PERIOD, THE
"DEADLINE") IN WHICH TO INFORM US IF HE, SHE OR IT WISHES TO REMAIN AN INVESTOR
IN OUR COMPANY SUBSEQUENT TO THE CLOSING OF THE BUSINESS COMBINATION
TRANSACTION. IF A PURCHASER INFORMS US ON, OR PRIOR TO, THE DEADLINE THAT HE,
SHE OR IT WISHES TO REMAIN AN INVESTOR IN OUR COMPANY SUBSEQUENT TO THE CLOSING
OF THE BUSINESS COMBINATION TRANSACTION, WE SHALL RELEASE THE SHARES PURCHASED
BY HIM, HER OR IT TO HIM, HER OR IT AND RELEASE FROM ESCROW THE FUNDS HE, SHE OR
IT PAID FOR SUCH SHARES, PLUS ANY INTEREST OR DIVIDENDS WHICH HAVE BEEN PAID
THEREON DURING THE PERIOD WHILE SUCH FUNDS WERE HELD IN ESCROW, TO THE SELLING
SHAREHOLDER FROM WHOM HE, SHE OR IT PURCHASED THOSE SHARES. IF A PURCHASER FAILS
TO INFORM US ON, OR PRIOR TO, THE DEADLINE THAT HE, SHE OR IT WISHES TO REMAIN
AN INVESTOR IN OUR COMPANY SUBSEQUENT TO THE CLOSING OF THE BUSINESS COMBINATION
TRANSACTION, HIS, HER OR ITS ESCROW FUNDS, PLUS ANY INTEREST OR DIVIDENDS
THEREON, SHALL BE RETURNED TO HIM, HER OR IT WITHIN FIVE (5) BUSINESS DAYS AFTER
THE FORTY FIFTH (45TH) BUSINESS DAY FOLLOWING THE EFFECTIVE DATE OF THAT
AMENDMENT, AND HIS, HER OR ITS SHARES SHALL BE RETURNED TO THE SELLING
SHAREHOLDER FROM WHOM HE, SHE OR IT PURCHASED HIS, HER OR ITS SHARES.
ii
SUBSEQUENT TO CONSUMMATING SUCH BUSINESS COMBINATION TRANSACTION AND THE
EFFECTIVE DATE OF THE AMENDMENT TO THIS REGISTRATION STATEMENT, WE WOULD NO
LONGER BE DEEMED TO BE A SHELL COMPANY, AND SHARES COULD BE TRANSFERRED WITHOUT
COMPLYING WITH THE PROVISIONS OF RULE 419.
IF ANY SELLING SHAREHOLDERS SOLD ANY SHARES TO PURCHASERS, AND WE HAVE NOT
CONSUMMATED A BUSINESS COMBINATION TRANSACTION WITHIN EIGHTEEN (18) MONTHS AFTER
THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, ALL ESCROW FUNDS SHALL BE
RETURNED TO THE PURCHASERS, AND ALL OF THE SHARES HELD IN ESCROW SHALL BE
RETURNED TO THE SELLING SHAREHOLDERS FROM WHOM THOSE PURCHASERS PURCHASED THEM.
IN VIEW OF THE FACT THAT THE ESCROW FUNDS SHALL EITHER BE RELEASED TO THE
SELLING SHAREHOLDERS OR RETURNED TO THE PURCHASERS, WE SHALL NOT RECEIVE ANY
FUNDS FROM THIS OFFERING.
IF THERE ARE NO SALES OF SECURITIES PURSUANT TO THIS OFFERING WITHIN 18 MONTHS
AFTER THE DATE THE SEC DECLARES THIS REGISTRATION STATEMENT EFFECTIVE, NO FUNDS
OR SECURITIES SHALL BE PLACED IN ESCROW, AND WE WILL FILE AN AMENDMENT TO THIS
REGISTRATION STATEMENT WITH THE SEC REMOVING THE SHARES FROM REGISTRATION AND,
SUBJECT TO THE NEXT PARAGRAPH, TERMINATING THIS OFFERING, IN WHICH EVENT THE
SHARES CANNOT BE SOLD UNLESS THEY ARE REGISTERED OR UNLESS A VALID EXEMPTION
FROM REGISTRATION IS THEN AVAILABLE.
IF THERE ARE NO SALES PURSUANT TO THIS OFFERING, WE MAY ENTER INTO A BUSINESS
COMBINATION TRANSACTION AT ANY TIME, REGARDLESS OF WHETHER PRIOR TO, OR
SUBSEQUENT TO, EIGHTEEN (18) MONTHS AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT IF THERE ARE NO SALES OF
SECURITIES PURSUANT TO THIS OFFERING, AND DURING SAID 18 MONTH PERIOD WE BECOME
AWARE THAT A BUSINESS COMBINATION IS PROBABLE, WE SHALL SUSPEND THIS OFFERING
AND SHALL NOTIFY THE SELLING SHAREHOLDERS THAT THIS OFFERING HAS BEEN SUSPENDED.
IF THE POTENTIAL BUSINESS COMBINATION TRANSACTION IS NOT CONSUMMATED BEFORE THE
EIGHTEEN (18) MONTH PERIOD HAS EXPIRED, THIS OFFERING SHALL BE CONTINUED DURING
THE EIGHTEEN MONTH STATUTORY PERIOD, AND THE SELLING SHAREHOLDERS MAY SELL
SHARES AGAIN PURSUANT TO THIS OFFERING. IF THERE IS NO BUSINESS COMBINATION
TRANSACTION AFTER THE EIGHTEEN (18) MONTH PERIOD, THEN THIS OFFERING SHALL BE
TERMINATED. IF THERE ARE NO SALES PURSUANT TO THIS OFFERING, THEN AFTER WE
CONSUMMATE A BUSINESS COMBINATION TRANSACTION, WE SHALL FILE A FORM 8-K WITH THE
SECURITIES AND EXCHANGE COMMISSION CONTAINING EXTENSIVE INFORMATION AS REQUIRED
BY SEC REGULATIONS WITH RESPECT TO THE TARGET(S), INCLUDING, BUT NOT LIMITED TO,
AUDITED FINANCIAL STATEMENTS. SUBSEQUENT TO CONSUMMATING SUCH BUSINESS
COMBINATION TRANSACTION, WE WOULD NO LONGER BE DEEMED TO BE A SHELL COMPANY, AND
THE PROVISIONS OF RULE 419 WITH RESPECT TO ESCROW OF FUNDS, AND PURCHASERS'
OPPORTUNITY TO RECEIVE A RETURN OF THEIR INVESTMENT FUNDS IF THEY DID NOT
APPROVE OF THE ACQUISITION WOULD NOT BE APPLICABLE.
iii
TABLE OF CONTENTS
Page
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GENERAL 1
PROSPECTUS SUMMARY 1
RISK FACTORS 6
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 18
TAX CONSIDERATIONS 19
USE OF PROCEEDS 19
DETERMINATION OF OFFERING PRICE 22
DILUTION 23
SELLING SHAREHOLDERS 23
PLAN OF DISTRIBUTION 25
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS 30
DESCRIPTION OF SECURITIES 32
INTERESTS OF NAMED EXPERTS AND COUNSEL 34
LEGAL REPRESENTATION 34
EXPERTS 34
TRANSFER AGENT 34
DESCRIPTION OF BUSINESS 35
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 41
DIRECTORS AND EXECUTIVE OFFICERS 56
EXECUTIVE COMPENSATION 58
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 60
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 61
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 61
WHERE YOU CAN FIND ADDITIONAL INFORMATION 62
FINANCIAL STATEMENTS 62
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
iv
GENERAL
As used in this prospectus, references to "Meiguo Ventures," "Meiguo,"
"company," "we," "our," "ours" and "us" refer to Meiguo Ventures I, Inc., a
Delaware corporation, unless the context otherwise requires. In addition, any
references to "financial statements" are to our financial statements contained
herein, except as the context otherwise requires and any references to "fiscal
year" refers to our fiscal year ending December 31. Unless otherwise indicated,
the terms "Common Stock," "common stock" and "shares" refer to shares of our
$.0001 par value, common stock.
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE DETAILED
INFORMATION CONTAINED UNDER THE HEADING "RISK FACTORS," THE FINANCIAL STATEMENTS
AND THE ACCOMPANYING NOTES TO THOSE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN
THIS PROSPECTUS.
THE COMPANY
WHERE YOU CAN FIND US
Our principal executive offices are located at 28248 North Tatum Blvd.,
Suite B-1-434, Cave Creek, Arizona 85331. Our telephone number is (602)
300-0432.
CORPORATE BACKGROUND
Meiguo Ventures I, Inc. ("Company") was incorporated in the State of
Delaware on October 31, 2008. The Company has been in the developmental stage
since inception and has conducted virtually no business operations. The Company
has no full-time employees and owns no real estate or personal property. The
Company was formed as a vehicle to pursue a business combination and has made no
efforts to identify a possible business combination. As a result, the Company
has not conducted negotiations or entered into a letter of intent concerning any
target business. The business purpose of the Company is to seek the acquisition
of, or merger with, an existing company. We have a minimal amount of cash. The
Independent Auditor's Report to our financial statements for the period ended
December 31, 2009, included in this prospectus, indicates that there are a
number of factors that raise substantial doubt about our ability to continue as
a going concern. Such doubts identified in the report include the fact (i) that
we have not established any source of revenue to cover our operating costs; (ii)
that we will engage in very limited activities without incurring any liabilities
that must be satisfied in cash until a source of funding is secured; (iii) that
we will offer noncash consideration and seek equity lines as a means of
financing our operations; (iv) that if we are unable to obtain revenue producing
contracts or financing or if the revenue or financing we do obtain is
insufficient to cover any operating losses we may incur, we may substantially
curtail or terminate our operations or seek other business opportunities through
strategic alliances, acquisitions or other arrangements that may dilute the
interests of existing shareholders.
BUSINESS OF ISSUER
The Company, based on our proposed business activities, is a "blank check"
company. The U.S. Securities and Exchange Commission ("SEC") defines those
companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3 (a) (51) of the Exchange Act of 1934, as amended
("Exchange Act") and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies. Under Rule 12b-2 promulgated under the Exchange Act, the Company will
be deemed to be a "shell company," because it has no or nominal assets (other
1
than cash) and no or nominal operations. Many states have enacted statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
The Company was organized to provide a method for a foreign or domestic
privately held company to become a reporting company whose securities are
qualified for trading in the United States securities markets, such as the New
York Stock Exchange ("NYSE"), NASDAQ, American Stock Exchange ("AMEX") or the
OTC Bulletin Board, and, as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held reporting company. The Company's principal business
objective for the next 12 months and beyond will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific industry or geographical location and, thus,
may acquire or merge with any type of business, domestic or foreign.
THE OFFERING
THE OFFERING
Securities Being Offered Up to 3,132,559 shares of common stock.
Initial Offering Price The selling shareholders will sell our shares
at $.01 per share until our shares are quoted
on the OTC Bulletin Board or Pink Sheets and
thereafter at prevailing market prices or
privately negotiated prices. This price was
arbitrarily determined by our board of
directors and may not be indicative of the
real value of a share of our common stock.
Terms of the Offering The selling shareholders will determine when
and how they will sell their common stock
offered in this prospectus.
Termination of the Offering The offering will conclude when all of the
3,132,559 shares of common stock have been
sold or we, in our sole discretion, decide to
terminate the registration of the shares. We
may decide to terminate the registration if
it is no longer necessary due to the
operation of the resale provisions of Rule
144 promulgated under the Securities Act of
1933. We also may terminate the offering for
no reason whatsoever.
Risk Factors The securities offered hereby involve a high
degree of risk and should not be purchased by
investors who cannot afford the loss of their
entire investment. See "Risk Factors"
beginning on page 6.
Common Stock Issued and
Outstanding Before Offering 4,132,559 shares of our common stock are
issued and outstanding as of the date of this
prospectus. All of the common stock to be
sold under this prospectus will be sold by
the selling shareholders.
Use of Proceeds We will not receive any proceeds from the
sale of the common stock by the selling
shareholders.
2
Rule 419 This offering is being conducted pursuant to
Rule 419 of the Securities Act. All the
selling shareholders have entered into an
escrow agreement. Consequently, if one of our
shareholders sells shares before we have
entered into a merger, acquisition or similar
transaction (hereinafter collectively
referred to as a "Business Combination
Transaction"), the shares and the funds paid
for them (the purchasers of those shares are
hereinafter referred to as the "Purchasers")
shall promptly be placed into escrow with
Wilmington Trust Company, an insured
depository institution.
When we become aware that our entry into a
Business Combination Transaction has become
probable, we shall file an amendment to this
registration statement with the SEC
suspending this offering, and shall notify
the selling shareholders that this offering
is being suspended. If the potential Business
Combination Transaction is not consummated,
this offering shall be continued, and the
selling shareholders may sell shares again
pursuant to this offering.
When we have entered into an agreement for a
Business Combination Transaction with one or
more businesses ("Targets"), we shall file a
post-effective amendment to this registration
statement with the SEC and will send the
Purchasers, if any, extensive information
with respect to the Targets including audited
financial statements, and each Purchaser
shall have a period of forty five (45)
business days after the effective date of
that amendment (the end of such period, the
"Deadline") in which to inform us whether he,
she or it wishes to remain an investor in our
company after the Business Combination
Transaction. If a Purchaser informs us on, or
prior to, the Deadline that he, she or it
wishes to remain an investor in our company
after the Business Combination Transaction,
we shall release the shares to him, her or it
and release the funds he, she or it paid for
such shares, plus any interest or dividends
on those funds, to the stockholder from whom
he, she or it purchased those shares after
the Business Combination Transaction is
complete, which will be at least forty five
(45) business days after the date the SEC
declares the amendment effective. If a
Purchaser fails to inform us on, or prior to,
the Deadline that he, she or it wishes to
remain an investor in our company after the
Business Combination Transaction, his, her or
its escrow funds, plus any interest or
dividends on those funds, shall be returned
to him, her or it within five business days
after the forty fifth (45th) business day
following the date the SEC declares the
amendment effective, and his, her or its
shares shall be returned to the shareholder
from whom he, she or it purchased his, her or
its shares.
Subsequent to consummating such Business
Combination Transaction and the effective
date of the amendment to this registration
statement, we would no longer be deemed to be
a shell company, and shares could be
transferred without complying with the
provisions of the provisions of Rule 419.
If any shareholders sold any shares to
Purchasers, and we have not completed a
Business Combination Transaction within 18
months after the date the SEC declares this
registration statement effective, all escrow
funds shall be returned to the Purchasers
within five days, plus any interest or
dividends on those funds, all of the shares
held in escrow shall be returned to the
selling shareholders from whom those
Purchasers purchased them and we will file an
amendment to this registration statement with
the SEC removing the shares from registration
and terminating this offering, in which event
3
the shares would not be able to be sold
unless they are registered or unless a valid
exemption from registration is then
available; please note that shares of a blank
check company cannot be sold pursuant to Rule
144. Since the escrow funds will either be
released to the selling shareholders or
returned to the Purchasers, we will not
receive any funds from this offering.
If there are no sales in this offering within
eighteen (18) months after the date the SEC
declares this registration statement
effective, no funds or shares shall be placed
in escrow, and we will file an amendment to
this registration statement with the SEC
removing the shares from registration and,
subject to the next paragraph, terminating
this offering, in which event the shares
cannot be sold unless they are registered or
unless a valid exemption from registration is
then available; please note that shares of a
blank check company cannot be sold pursuant
to Rule 144.
If there are no sales in this offering, we
may enter into a Business Combination
Transaction at any time, regardless of
whether before or after eighteen (18) months
after the effective date of this registration
statement; provided, however, that if there
are no sales of securities pursuant to this
offering, and during said eighteen (18) month
period we become aware that a business
combination is probable, we shall suspend
this offering, and shall notify the selling
shareholders that this offering is being
suspended. If the potential Business
Combination Transaction is not consummated
before the expiration of the 18 month period,
this offering shall be continued, and the
selling shareholders may sell shares again
pursuant to this offering. After the 18 month
period, if there is no Business Combination
Transaction, this offer will be terminated.
If there are no sales in this offering, then
after we complete a Business Combination
Transaction, we will file a Form 8-K with the
SEC containing extensive information about
the Target(s) as required by SEC regulations,
including audited financial statements. After
completing such Business Combination
Transaction, we would no longer be deemed to
be a shell company, and the requirements of
Rule 419 with respect to escrow of funds, and
purchasers' opportunity to receive a return
of their investment funds if they did not
approve of the acquisition would not apply.
All shares currently have a restrictive
legend and cannot be sold without
registration or an exemption from
registration. In order to comply with Rule
419 of the Securities Act, all of our selling
shareholders have entered into an escrow
agreement. If a stockholder desires to sell
his or her shares prior to our entering into
a Business Combination Transaction, he or she
must notify us so that we can then determine
if the broker dealer arranged for the sale to
comply with the applicable "Blue Sky" laws.
All sales of our stock are subject to the
restrictions of the escrow agreement.
4
Escrow Agreement In order to comply with Rule 419, all of the
selling shareholders have entered into an
escrow agreement with Wilmington Trust
Company. When we have entered into an
agreement for a Business Combination
Transaction with one or more businesses and
filed the required amendment to this
registration statement with the SEC
suspending this offering, we shall send the
Purchasers, if any, extensive information
with respect to the Targets and each
Purchaser shall have a period of 45 business
days after the effective date of that
amendment in which to inform us whether he,
she or it wishes (A) to remain an investor in
our company subsequent to the closing of the
Business Combination Transaction, in which
event the Escrow Agent shall release all of
the Purchaser's securities from escrow to the
Purchaser and shall release the purchase
price for those securities, plus any interest
or dividends, from escrow to the selling
stockholder, or (B) to receive the return of
his, her or its escrow funds plus any
interest or dividends, in which event the
securities shall be returned to the selling
shareholder.
Risk Factors An investment in our shares is highly
speculative and purchasers may suffer
substantial dilution per common share
compared to the purchase price. We may need
additional funding. No individual should
invest in our common shares who cannot afford
to risk the loss of his or her entire
investment. All shares are currently
restricted and may not be sold except subject
to the Escrow Agreement. If a shareholder
wishes to sell his stock, he must notify the
Company. The Company must then determine if
the sale complies with the applicable "Blue
Sky" laws. Any sale is subject to the terms
of the Escrow Agreement and would not be
completed until a later date The sale may
never be completed as discussed in "Escrow
Agreement" immediately prior to this
provision. See "Risk Factors" immediately
following this provision.
5
RISK FACTORS
PLEASE CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING TO INVEST IN OUR
COMMON STOCK.
This offering and any investment in our common stock involves a high degree
of risk. You should carefully consider the risks and uncertainties described
below and all of the information contained in this prospectus before deciding
whether or not to purchase our common stock. The risks and uncertainties
described below are those that our management currently believes may
significantly affect us. If any of the following risks actually occurs, our
business, financial condition and results of operations could be harmed and
investors in our common stock could lose part or all of their investment in our
shares The numbers preceding the risk factors below are for ease of reference
only and are not intended as a ranking of such risk factors.
RISKS RELATED TO OUR BUSINESS
1. OUR INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.
The Independent Auditor's Report to our financial statements for the fiscal
year ended December 31, 2009, included in this prospectus, indicates that there
are a number of factors that raise substantial doubt about our ability to
continue as a going concern. Such doubts identified in the report include the
Company's losses from operations and lack of liquidity.
2. WE DO NOT HAVE AN INDEPENDENT AUDIT OR COMPENSATION COMMITTEE, THE ABSENCE
OF WHICH COULD LEAD TO CONFLICTS OF INTEREST OF OUR OFFICERS AND DIRECTORS
AND WORK AS A DETRIMENT TO OUR SHAREHOLDERS.
We do not have an independent audit or compensation committee. The absence
of an independent audit and compensation committee could lead to conflicts of
interest of our officers and directors, which could work as a detriment to our
shareholders.
3. WE HAVE A VERY LIMITED OPERATING HISTORY AND THERE IS NO ASSURANCE THAT OUR
FUTURE OPERATIONS WILL RESULT IN REVENUES OR PROFITS. IF WE CANNOT GENERATE
SUFFICIENT REVENUES TO OPERATE PROFITABLY, THEN WE MAY SUSPEND OR CEASE OUR
OPERATIONS AND YOU COULD EVEN LOSE YOUR ENTIRE INVESTMENT IN OUR COMMON
STOCK.
We were incorporated on October 31, 2008, and generated no revenues or
profits through September 30, 2010. We also have very little operating history
upon which an evaluation of our future success or failure can be made. As of
September 30, 2010, we had incurred a net loss of approximately $36,596 since
our inception on October 31, 2008. The success of our future operations is
dependent upon our ability to carry out our planned activities, fund our
operations and compete effectively with other similar businesses. Based on our
current business plan, we expect to incur operating losses during the fiscal
year ending December 31, 2010. We cannot guarantee that we will ever be
successful in generating revenues sufficient to cover our operating costs and
overhead or achieve profitability. Our failure to achieve profitability may
cause us to suspend or cease our operations.
4. THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR
NON-MANAGEMENT SHAREHOLDERS.
Conflicts of interest create the risk that management may have an incentive
to act adversely to the interests of other investors. A conflict of interest may
arise between our management's personal pecuniary interest and its fiduciary
duty to our shareholders. Further, our management's own pecuniary interest may
at some point compromise its fiduciary duty to our shareholders. In addition,
6
David Keaveney, our sole officer and director, is currently involved with other
blank check companies and conflicts of interests in the pursuit of business
combinations with such other blank check companies with which he is, and may be
in the future, affiliated with, may arise. If we and the other blank check
companies that our sole officer and director is affiliated with desire to take
advantage of the same opportunity, then the officer and director that is
affiliated with both companies would abstain from voting upon the opportunity.
5. WE DEPEND HEAVILY ON MANAGEMENT TEAM AND CONSULTANTS AND THE LOSS OF ANY OF
OUR EXECUTIVE OFFICERS COULD SIGNIFICANTLY WEAKEN OUR MANAGEMENT EXPERTISE
AND ABILITY TO RUN OUR BUSINESS.
Our business strategy and success is dependent on the skills and knowledge
of our management team and consultants. As of the date of this prospectus, David
W. Keaveney is our President and Chief Executive Officer and sold Director. We
have no other officers or directors and rely on third party consultants to
assist with management and, therefore, have little backup capability for their
activities. The loss of services of Mr. Keaveney could weaken significantly our
management expertise and our ability to efficiently run our business. We do not
maintain key man life insurance policies on Mr. Keaveney.
6. THERE ARE RELATIVELY LOW BARRIERS TO BECOMING A BLANK CHECK COMPANY OR
SHELL COMPANY, THEREBY INCREASING THE COMPETITION FOR A SMALL NUMBER OF
BUSINESS OPPORTUNITIES.
There are relatively low barriers to becoming a blank check or shell
company. A newly incorporated company with a single shareholder and sole officer
and director may become a blank check company or shell company by voluntarily
subjecting itself to the SEC reporting requirements by filing and seeking
effectiveness of a Form 10, thereby registering its common stock pursuant to
Section 12(g) of the Securities and Exchange Act of 1934 with the SEC. Assuming
no comments to the Form 10 have been received from the SEC, the registration
statement is automatically deemed effective 60 days after filing the Form 10
with the SEC. The relative ease and low cost with which a company can become a
reporting blank check or shell company can increase the already highly
competitive market for a limited number of businesses that will consummate a
successful business combination.
7. THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER
TRANSACTION OF THE TYPE CONTEMPLATED BY OUR MANAGEMENT.
The Company is in a highly competitive market for a small number of
business opportunities which could reduce the likelihood of consummating a
successful business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination. In reality, it might be more
feasible for a privately held company to file its own Form 10 registration
statement to become a fully reporting company than to give up ownership to the
Company by entering into a business combination with us.
8. FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF OUR MANAGEMENT TO
LOCATE AND ATTRACT A SUITABLE ACQUISITION.
The nature of our operations is highly speculative and there is a
consequent risk of loss of your investment. The success of our plan of operation
will depend to a great extent on the operations, financial condition and
management of the identified business opportunity. While management intends to
seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
7
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond our
control.
9. THE COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.
We have no arrangement, agreement or understanding with respect to engaging
in a merger with, joint venture with or acquisition of, a private or public
entity. No assurances can be given that we will successfully identify and
evaluate suitable business opportunities or that we will conclude a business
combination. Management has not identified any particular industry or specific
business within an industry for evaluation. We cannot guarantee that we will be
able to negotiate a business combination on favorable terms, and there is
consequently a risk that funds allocated to the purchase of our shares will not
be invested in a company with active business operations.
10. OUR MANAGEMENT INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A
TARGET COMPANY WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A
SUITABLE ACQUISITION CANDIDATE.
While seeking a business combination, management anticipates devoting no
more than a few hours per week to the Company's affairs in total. Our sole
officer, David Keaveney, has not entered into a written employment agreement
with us and is not expected to do so in the foreseeable future. This limited
commitment may adversely impact our ability to identify and consummate a
successful business combination.
11. THE TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC
REPORTING COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR
ACQUISITION WITH THE MOST ATTRACTIVE PRIVATE COMPANIES.
Target companies that fail to comply with SEC reporting requirements may
delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
12. THE COMPANY MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD
ADVERSELY AFFECT OUR OPERATIONS.
Although we will be subject to the reporting requirements under the
Exchange Act, management believes we will not be subject to regulation under the
Investment Company Act of 1940, as amended ("Investment Company Act"), since we
will not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to our status
under the Investment Company Act and, consequently, violation of the Investment
Company Act could subject us to material adverse consequences.
8
13. ANY POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US
TO ADDITIONAL RISKS.
If we enter into a business combination with a foreign concern, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment of raw materials and finished goods across national borders and
cultural and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national product,
rate of inflation, market development, rate of savings, and capital investment,
resource self-sufficiency and balance of payments positions, and in other
respects.
RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES
14. OUR COMMON STOCK IS NOT CURRENTLY TRADED ON ANY STOCK EXCHANGE OR QUOTED ON
THE OVER-THE-COUNTER BULLETIN BOARD OR THE PINK SHEETS. WHEN AND IF TRADED,
OUR COMMON STOCK WILL LIKELY BE CONSIDERED TO BE A "PENNY STOCK" AND, AS
SUCH, THE MARKET FOR OUR COMMON STOCK MAY BE LIMITED BY CERTAIN SEC RULES
APPLICABLE TO PENNY STOCKS.
As long as the price of our common stock remains below $5.00 per share, our
shares of common stock are likely to be subject to certain "penny stock" rules
promulgated by the SEC. Those rules impose certain sales practice requirements
on brokers who sell penny stock to persons other than established customers and
accredited investors (generally, an institution with assets in excess of
$5,000,000 or an individual with a net worth in excess of $1,000,000). For
transactions covered by the penny stock rules, the broker must make a special
suitability determination for the purchaser and receive the purchaser's written
consent to the transaction prior to the sale. Furthermore, the penny stock rules
generally require, among other things, that brokers engaged in secondary trading
of penny stocks provide customers with written disclosure documents, monthly
statements of the market value of penny stocks, disclosure of the bid and asked
prices of penny stocks and disclosure of the compensation to the brokerage firm
and disclosure of the sales person working for the brokerage firm. These rules
and regulations make it more difficult for brokers to sell shares of our common
stock and limit the liquidity of our shares.
15. TRADING IN OUR SECURITIES COULD BE SUBJECT TO EXTREME PRICE FLUCTUATIONS
THAT COULD ADVERSELY AFFECT YOUR INVESTMENT.
Historically speaking, the market prices for securities of small publicly
traded companies have been highly volatile. Publicized events and announcements
may have a significant impact on the market price of our common stock.
In addition, the stock market from time to time experiences extreme price
and volume fluctuations that particularly affect the market prices for small
publicly traded companies and which are often unrelated to the operating
performance of the affected companies.
16. THERE IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK, AND LIQUIDITY OF
SHARES OF OUR COMMON STOCK IS LIMITED.
Our shares of common stock are not registered under the securities laws of
any state or other jurisdiction, and accordingly there is no public trading
market for our common stock. Further, no public trading market is expected to
develop in the foreseeable future unless and until the Company completes a
business combination with an operating business and the Company thereafter files
a registration statement under the Securities Act of 1933, as amended
("Securities Act"). Therefore, outstanding shares of our common stock cannot be
offered, sold, pledged or otherwise transferred unless subsequently registered
pursuant to, or exempt from registration under, the Securities Act and any other
applicable federal or state securities laws or regulations. Shares of our common
stock cannot be sold under the exemptions from registration provided by Rule 144
9
under Section 4(1) of the Securities Act ("Rule 144"), in accordance with the
letter from Richard K. Wulff, Chief of the Office of Small Business Policy of
the Securities and Exchange Commission's Division of Corporation Finance, to Ken
Worm of NASD Regulation, dated January 21, 2000 ("Wulff Letter"). In 2007, the
SEC announced that it is changing certain aspects of the Wulff Letter, and such
changes shall apply retroactively to our shareholders. Effective February 15,
2008, all holders of shares of common stock of a "shell company" will be
permitted to sell their shares of common stock under Rule 144, subject to
certain restrictions, starting one year after (i) the completion of a business
combination with a private company in a reverse merger or reverse takeover
transaction after which the company would cease to be a "shell company" (as
defined in Rule 12b-2 under the Exchange Act) and (ii) the disclosure of certain
information on a Current Report on Form 8-K within four business days
thereafter. Compliance with the criteria for securing exemptions under federal
securities laws and the securities laws of the various states is extremely
complex, especially in respect of those exemptions affording flexibility and the
elimination of trading restrictions in respect of securities received in exempt
transactions and subsequently disposed of without registration under the
Securities Act or state securities laws.
17. THE COMPANY MAY BE SUBJECT TO CERTAIN TAX CONSEQUENCES IN OUR BUSINESS,
WHICH MAY INCREASE OUR COST OF DOING BUSINESS.
We may not be able to structure our acquisition to result in tax-free
treatment for the companies or their shareholders, which could deter third
parties from entering into certain business combinations with us or result in
being taxed on consideration received in a transaction. Currently, a transaction
may be structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.
18. OUR BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR
ACQUIRE AN OPERATING BUSINESS.
We are a development stage company and have had no revenues from
operations. We may not realize any revenues unless and until we successfully
merge with or acquire an operating business.
19. THE COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH
WILL RESULT IN SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS.
Our Certificate of Incorporation authorizes the issuance of a maximum of
250,000,000 shares consisting of 230,000,000 shares of common stock and
20,000,000 shares of preferred stock. Any merger or acquisition effected by us
may result in the issuance of additional securities without stockholder approval
and may result in substantial dilution in the percentage of our common stock
held by our then existing shareholders. Moreover, the common stock issued in any
such merger or acquisition transaction may be valued on an arbitrary or
non-arm's-length basis by our management, resulting in an additional reduction
in the percentage of common stock held by our then existing shareholders. Our
Board of Directors has the power to issue any or all of such authorized but
unissued shares without stockholder approval. To the extent that additional
shares of common stock or preferred stock are issued in connection with a
business combination or otherwise, dilution to the interests of our shareholders
will occur and the rights of the holders of common stock might be materially and
adversely affected.
10
20. THE COMPANY HAS CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE
WITH OR ACQUIRE.
The Company has neither conducted nor have others made available to us
results of market research concerning prospective business opportunities.
Therefore, we have no assurances that market demand exists for a merger or
acquisition as contemplated by us. Our management has not identified any
specific business combination or other transactions for formal evaluation by us,
such that it may be expected that any such target business or transaction will,
present such a level of risk that conventional private or public offerings of
securities or conventional bank financing will not be available. There is no
assurance that we will be able to acquire a business opportunity on terms
favorable to us. Decisions as to which business opportunity to participate in
will be unilaterally made by our management, which may act without the consent,
vote or approval of our shareholders.
21. BECAUSE WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A "REVERSE
MERGER," FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE
ATTENTION OF MAJOR BROKERAGE FIRMS.
Additional risks may exist since we will assist a privately held business
to become public through a "reverse merger." Securities analysts of major
brokerage firms may not provide coverage of our Company since there is no
incentive to brokerage firms to recommend the purchase of our common stock. No
assurance can be given that brokerage firms will want to conduct any secondary
offerings on behalf of our post-merger company in the future.
22. WE CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN
OPERATING BUSINESS, OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER
SECURITIES EXCHANGE.
Following a business combination, we may seek the listing of our common
stock on NASDAQ or the American Stock Exchange. However, we cannot assure you
that following such a transaction, we will be able to meet the initial listing
standards of either of those or any other stock exchange, or that we will be
able to maintain a listing of our common stock on either of those or any other
stock exchange. After completing a business combination, until our common stock
is listed on the NASDAQ or another stock exchange, we expect that our common
stock would be eligible to trade on the OTC Bulletin Board, another
over-the-counter quotation system, or on the "pink sheets," where our
shareholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock. In addition, we would be
subject to an SEC rule that, if it failed to meet the criteria set forth in such
rule, imposes various practice requirements on broker-dealers who sell
securities governed by the rule to persons other than established customers and
accredited investors. Consequently, such rule may deter broker-dealers from
recommending or selling our common stock, which may further affect its
liquidity. This would also make it more difficult for us to raise additional
capital following a business combination.
23. AS A BLANK CHECK COMPANY, ANY REGISTERED OFFERING OF OUR SECURITIES WILL
HAVE TO COMPLY WITH RULE 419 UNDER THE SECURITIES ACT OF 1933, WHICH COULD
IMPACT OUR ABILITY TO RAISE EQUITY FUNDS FROM INVESTORS.
In the event we register an offering of our securities with the Securities
and Exchange Commission while we are a blank check company, we will have to
comply with Rule 419 under the Securities Act of 1933. Rule 419 is a cumbersome
rule applicable to blank check companies selling penny stocks in a registered
offering. Rule 419 requires that the gross proceeds raised in such an offering
be deposited into an escrow account with a financial institution insured by the
FDIC or in a separate bank account established by a registered broker or dealer
in which the broker or dealer acts as trustee for the persons having the
beneficial interests in the account. Furthermore, Rule 419 requires the
securities issued to investors in the blank check offering be issued in the name
of such investors but certificates representing such securities must be
11
deposited into the escrow account instead of being delivered directly to
investors, and the records of the escrow agent, maintained in good faith and in
the regular course of business, must show the name and interest of each party to
the account.
The initial registration statement for the blank check offering shall disclose
the specific terms of the offering, including, but not limited to:
* The terms and provisions of the escrow or trust agreement and the
effect thereof upon the company's right to receive funds and the
effect of the escrow or trust agreement upon the investor's funds and
securities required to be deposited into the escrow or trust account,
including, if applicable, any material risk of non-insurance of
investors' funds resulting from deposits in excess of the insured
amounts; and
* The obligation of the company to provide, and the right of the
purchaser to receive, information regarding an acquisition, including
the requirement that pursuant to Rule 419, investors confirm in
writing their investment in the company's securities.
Rule 419 imposes certain additional disclosure obligations on companies
making blank check offerings. Due to the requirements of Rule 419 and the fact
that investors investing in blank check offerings have no idea if or when an
acquisition or merger transaction will occur, or if the acquisition or merger
target is worthy of the investors money or risks, it may be difficult for the
company to pull off a blank check offering and even if the company is successful
in raising funds in such an offering, it may not be able to find an attractive
acquisition or merger candidate. Therefore, investors in a blank check offering
will have their funds at risk for a prolonged period of time and they may not be
happy with the results of an acquisition or merger, if one were to occur.
24. THERE CAN BE NO ASSURANCE THAT WE WILL BE ABLE TO COMPLETE A BUSINESS
COMBINATION TRANSACTION WITH A SUITABLE ENTITY DURING THE EIGHTEEN (18)
MONTH PERIOD SET FORTH IN RULE 419, AND IF WE DO NOT COMPLETE SUCH A
TRANSACTION, ALL FUNDS HELD IN ESCROW WILL BE RETURNED TO THE PURCHASERS OF
SHARES FROM SELLING SHAREHOLDERS PURSUANT TO THIS OFFERING, PLUS ANY
INTEREST AND DIVIDENDS THEREON, AND THE SHARES PURCHASED PURSUANT TO THIS
OFFERING WILL BE RETURNED TO THE SELLING SHAREHOLDERS PURSUANT TO THIS
OFFERING. IF THERE ARE NO SALES PURSUANT TO THIS OFFERING, THERE WILL BE NO
FUNDS AND NO SHARES HELD IN ESCROW, AND WE WILL NOT BE REQUIRED TO TAKE ANY
ACTION, BUT WE MAY ENTER INTO A BUSINESS COMBINATION AT ANY TIME, WHETHER
PRIOR TO, OR SUBSEQUENT TO, SAID EIGHTEEN (18) MONTH PERIOD; PROVIDED,
HOWEVER, THAT IF THERE ARE NO SALES OF SECURITIES PURSUANT TO THIS
OFFERING, AND DURING SAID EIGHTEEN (18) MONTH PERIOD WE BECOME AWARE THAT A
BUSINESS COMBINATION IS PROBABLE, WE SHALL SUSPEND THIS OFFERING.
We are conducting this offering pursuant to Rule 419. Pursuant to that
rule, if a Business Combination Transaction is not completed within eighteen
(18) months after the effective date of this Registration Statement, we will be
required to return all funds held in escrow to the purchasers of shares from
selling shareholders pursuant to this offering, plus any interest or dividends
thereon. There can be no assurance that we will find a suitable entity with
which to enter into such transaction during said eighteen (18) month period.
Even if we do identify a suitable entity for such transaction, there can be no
assurance that such entity would enter into such a transaction, or that the
transaction could be completed within said eighteen (18) month period.
If there are no sales of securities pursuant to this offering within
eighteen (18) months after the date the SEC declares this registration statement
effective, no funds or securities shall be placed in escrow, and we will file an
amendment to this registration statement with the SEC removing the shares from
12
registration and, subject to the next paragraph, terminating this offering, in
which event the shares cannot be sold unless they are registered or unless a
valid exemption from registration is then available.
If there are no sales of securities pursuant to this offering, we may enter
into a Business Combination Transaction at any time, whether prior to, or
subsequent to, said eighteen (18) month period; provided, however, that if there
are no sales of securities pursuant to this offering, and during said eighteen
(18) month period we become aware that a business combination is probable, we
shall file an amendment to this registration statement with the SEC which shall
suspend this offering, and will then notify the selling shareholders that this
offering has been suspended. If the potential Business Combination Transaction
is not consummated prior to the expiration of the eighteen (18) month period, we
will resume this offering, and the selling shareholders may sell shares again
pursuant to this offering. If the potential Business Combination Transaction is
not consummated within the eighteen (18) month period, we will file an amendment
to this registration statement with the SEC removing the shares from
registration and terminating this offering, in which event the shares would not
be able to be sold unless they are registered or unless a valid exemption from
registration is then available.
If there are no sales of securities pursuant to this offering, then after
we complete a Business Combination Transaction, we will file a Form 8-K with the
SEC containing extensive information about the target company as required by SEC
regulations, including audited financial statements. After completing such
Business Combination Transaction, we would no longer be deemed to be a shell
company, and the requirements of Rule 419 with respect to escrow of funds, and
purchasers' opportunity to receive a return of their investment funds if they
did not approve of the acquisition would not apply.
25. IN VIEW OF THE FACT THAT THERE ARE NUMEROUS OTHER WAYS IN WHICH PRIVATE
COMPANIES CAN BECOME PUBLIC OR RAISE CAPITAL, AND BECAUSE OF THE
AVAILABILITY OF BLANK CHECK COMPANIES FOR BUSINESS COMBINATION
TRANSACTIONS, THERE CAN BE NO ASSURANCE THAT THE TERMS OF A POTENTIAL
BUSINESS COMBINATION TRANSACTION WOULD BE FAVORABLE TO US.
Even if we find a suitable entity for a Business Combination Transaction
during the eighteen (18) month period, and that entity is willing to enter into
such a transaction, there can be no assurance that we would be able to complete
that transaction on terms which would be favorable to us. Private companies
seeking to become public have many options other than a business combination
with a blank check company, such as initial public offerings, direct public
offerings, Regulation A offerings, public offerings on foreign exchanges, and
business combinations with defunct public companies, and have many other options
for access to capital other than becoming public, such as private offerings,
Regulation S offerings, venture capital, and private equity transactions. The
wide range of options available to such companies may result in those companies
being able to require favorable terms from a blank check company in a Business
Combination Transaction, and may reduce the potential profitability to us of
such a Business Combination Transaction. In addition, there are a large number
of blank check companies seeking to engage in Business Combination Transactions,
and the availability of such companies may result in private companies being
able to require favorable terms from any particular blank check company in a
Business Combination Transaction, which may reduce the potential profitability
to us of such a Business Combination Transaction.
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26. IF WE ARE UNABLE TO COMPLETE A BUSINESS COMBINATION TRANSACTION DURING THE
EIGHTEEN (18) MONTH PERIOD, WE WILL BE REQUIRED TO RETURN ALL FUNDS HELD IN
ESCROW, PLUS ANY INTEREST AND DIVIDENDS THEREON, AND ANY INVESTORS
PURCHASING SHARES PURSUANT TO THIS OFFERING WOULD BE UNABLE TO BENEFIT FROM
ANY SUBSEQUENT TRANSACTION CONSUMMATED BY OUR COMPANY.
If we are unable to complete a Business Combination Transaction during the
eighteen (18) month period, we will be required to return all funds held in
escrow, plus any interest and dividends thereon, and any investors purchasing
shares pursuant to this offering would be unable to benefit from any subsequent
transaction consummated by our company; if subsequent to that eighteen (18)
month period, we complete a Business Combination Transaction which is highly
profitable for all of our shareholders, any investors purchasing shares pursuant
to this offering would have had their escrow funds returned at the end of the
eighteen (18) month period, plus any interest and dividends thereon, would not
have remained holders of our shares subsequent to the eighteen (18) month
period, and would not have benefited from that transaction.
27. SHARES PURCHASED PURSUANT TO THIS OFFERING WILL BE HELD IN ESCROW PENDING
THE COMPLETION OF A BUSINESS COMBINATION TRANSACTION AND THE PURCHASERS'
CONFIRMATION THAT THEY WISH TO REMAIN INVESTORS IN OUR COMPANY SUBSEQUENT
TO SUCH TRANSACTION, AND PURCHASERS ARE PROHIBITED FROM SELLING SHARES
PURCHASED PURSUANT TO THIS OFFERING OR ENTERING INTO CONTRACTS FOR SALE TO
BE SATISFIED BY THE DELIVERY OF THE SHARES PURCHASED PURSUANT TO THIS
OFFERING UNTIL AFTER SUCH BUSINESS COMBINATION TRANSACTION IS COMPLETED AND
THE SHARES ARE RELEASED FROM ESCROW TO THEM PURSUANT TO SUCH CONFIRMATION.
Shares purchased pursuant to this offering will be held in escrow, and will
only be released to purchasers subsequent to the completion of a Business
Combination Transaction, and subsequent to those purchasers' confirmation that
they wish to remain investors in our company subsequent to such transaction.
Pursuant to Rule 15g-8 of the Exchange Act, it is unlawful for any person to
sell or offer to sell securities (or any interest in or related to the
securities) held in a Rule 419 escrow account other than pursuant to (A) a
qualified domestic relations order issued by a court in connection with divorce
proceedings or (B) Title I under the Employee Retirement Income Security Act
(ERISA). As a result, sales of the shares held in escrow, or contracts for sale
to be satisfied by delivery of the shares held in escrow (e.g. contracts for
sale on a when, as, and if issued basis) will be prohibited. Such rule prohibits
sales of other interests in the shares held in escrow, including, but not
limited to, derivative securities with respect to those shares, whether or not
physical delivery is required. Therefore, investors will not be able to realize
any return on their investment for the period of the escrow, which may be up to
eighteen (18) months after the effective date of this Registration Statement.
28. IF THERE ARE ANY SALES PURSUANT TO THIS OFFERING, THE SELLING SHAREHOLDERS
WILL NOT HAVE ACCESS TO THEIR FUNDS DURING THE PERIOD THE FUNDS ARE HELD IN
ESCROW, AND THE PURCHASERS WILL NOT RECEIVE SHARES DURING THE PERIOD OF THE
ESCROW.
The funds from a purchase pursuant to this offering shall be held in escrow
until the sooner of (A) we enter into an agreement for a Business Combination
Transaction and the Purchaser declines to confirm that he, she or it wishes to
remain an investor in the Company and (B) the date which is eighteen (18) months
after the effective date of this registration statement. If a Purchaser
purchases shares from selling shareholders pursuant to this offering and we do
14
not enter into a Business Combination Transaction for whatever reason, the
Purchaser will have to wait until eighteen (18) months after the effective date
of this registration statement before the Purchaser's proportionate portion of
the escrow funds are returned to the Purchaser, which escrow funds shall include
any interest and dividends which have been paid thereon during the period while
such funds were held in escrow. The Purchaser will be offered the return of his,
her or its proportionate portion of the escrow funds only upon the execution of
an agreement for a Business Combination Transaction or upon the expiration of
said eighteen (18) month period.
29. IF THERE ARE ANY SALES PURSUANT TO THIS OFFERING, THE SELLING SHAREHOLDERS
WILL NOT HAVE ACCESS TO THEIR FUNDS DURING THE PERIOD THE FUNDS ARE HELD IN
ESCROW, AND THE PURCHASERS WILL NOT RECEIVE SHARES DURING THE PERIOD OF THE
ESCROW.
The funds from a purchase pursuant to this offering shall be held in escrow
until the sooner of (A) we enter into an agreement for a Business Combination
Transaction and the Purchaser declines to confirm that he, she or it wishes to
remain an investor in the Company and (B) the date which is eighteen (18) months
after the effective date of this registration statement. If a Purchaser
purchases shares from selling shareholders pursuant to this offering and we do
not enter into a Business Combination Transaction for whatever reason, the
Purchaser will have to wait until eighteen (18) months after the effective date
of this registration statement before the Purchaser's proportionate portion of
the escrow funds are returned to the Purchaser, which escrow funds shall include
any interest and dividends which have been paid thereon during the period while
such funds were held in escrow. The Purchaser will be offered the return of his,
her or its proportionate portion of the escrow funds only upon the execution of
an agreement for a Business Combination Transaction or upon the expiration of
said eighteen (18) month period.
30. SUBSTANTIAL SALES OF OUR COMMON STOCK MAY IMPACT THE MARKET PRICE OF OUR
COMMON STOCK.
Future sales of substantial amounts of our common stock, including shares
that we may issue upon exercise of options and warrants, and the resale of
shares by investors who have registration rights, could adversely affect the
market price of our common stock. Furthermore, if we raise additional funds
through the issuance of common stock or securities convertible into our common
stock, the percentage ownership of our shareholders will be reduced and the
price of our common stock may fall.
31. WE DO NOT EXPECT TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE.
We will use any earnings generated from our operations to finance our
business and will not pay any cash dividends to our shareholders in the
foreseeable future.
32. ISSUING PREFERRED STOCK WITH RIGHTS SENIOR TO THOSE OF OUR COMMON STOCK
COULD ADVERSELY AFFECT HOLDERS OF COMMON STOCK.
Our charter documents grant our board of directors the authority to issue
various series of preferred stock without a vote or action by our shareholders.
Our board also has the authority to determine the terms of preferred stock,
including price, preferences and voting rights. The rights granted to holders of
preferred stock may adversely affect the rights of holders of our common stock.
For example, a series of preferred stock may be granted the right to receive a
liquidation preference - a pre-set distribution in the event of a liquidation
that would reduce the amount available for distribution to holders of our common
stock. In addition, the issuance of preferred stock could make it more difficult
15
for a third party to acquire a majority of our outstanding voting stock. As a
result, common shareholders could be prevented from participating in
transactions that would offer an optimal price for their shares.
33. WE MAY BE EXPOSED TO POTENTIAL RISKS RESULTING FROM NEW REQUIREMENTS UNDER
SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be
required, beginning with our next annual report, to include in our annual report
our assessment of the effectiveness of our internal control over financial
reporting as of the end of such fiscal years. Furthermore, our independent
registered public accounting firm will be required to attest to whether our
assessment of the effectiveness of our internal controls over financial
reporting is fairly stated in all material respects and separately report on
whether it believes we have maintained, in all material respects, effective
internal control over financial reporting as of the end of our fiscal years.
We do not have a sufficient number of employees to segregate
responsibilities and may be unable to afford increasing our staff or engaging
outside consultants or professionals to overcome our lack of employees. We have
not yet begun our assessment of the effectiveness of our internal control over
financial reporting and expect to incur additional expenses and diversion of
management's time as a result of performing the system and process evaluation,
testing and remediation required in order to comply with the management
certification and auditor attestation requirements. Further, implementing any
appropriate changes to our internal controls may distract our officers and
employees, entail substantial costs to modify our existing processes and take a
significant amount of time to complete. Also, during the course of our testing,
we may identify other deficiencies that we may not be able to remediate in time
to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the
requirements of Section 404.
In addition, if we fail to achieve and maintain the adequacy of our
internal controls, as such standards are modified, supplemented or amended from
time to time, we may not be able to insure that we can conclude on an ongoing
basis that we have effective internal controls over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective
internal controls, particularly those related to revenue recognition, are
necessary for us to produce reliable financial reports and are important to help
prevent financial fraud. If we cannot provide reliable financial reports or
prevent fraud, our business and operating results could be harmed, investors
could lose confidence in our reported financial information and the trading
price of our common stock, if a market ever develops, could drop significantly.
34. WE WILL BE SUBJECT TO THE PERIODIC REPORTING REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934 WHICH WILL REQUIRE US TO INCUR AUDIT FEES AND LEGAL
FEES IN CONNECTION WITH THE PREPARATION OF SUCH REPORTS. THESE COSTS COULD
REDUCE OR ELIMINATE OUR ABILITY TO EARN A PROFIT.
We will be required to file periodic reports with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder. In order to comply with these
regulations, our independent registered public accounting firm must review our
financial statements on a quarterly basis and audit our financial statements on
an annual basis. Moreover, our legal counsel has to review and assist in the
preparation of such reports. The costs charged by these professionals for such
services cannot be accurately predicted at this time because of factors such as
the number and type of transactions that we engage in and the complexity of our
reports cannot be determined at this time and will have a major effect on the
amount of time to be spent by our auditors and attorneys.
However, the incurrence of such costs will obviously be an expense to our
future operations and could have a negative effect on our ability to meet our
overhead requirements and earn a profit. We may be exposed to potential risks
resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of
2002. If we cannot provide reliable financial reports or prevent fraud, our
16
business and operating results could be harmed, investors could lose confidence
in our reported financial information and the trading price of our common stock
could drop significantly.
35. HAVING ONLY ONE DIRECTOR LIMITS OUR ABILITY TO ESTABLISH EFFECTIVE
INDEPENDENT CORPORATE GOVERNANCE PROCEDURES AND INCREASES THE CONTROL OF
OUR MANAGEMENT.
Having only one director, who is also our President and sole executive
officer, limits our ability to establish effective independent corporate
governance procedures and increases the control of our management. Accordingly,
we cannot establish board committees comprised of independent members to oversee
functions like compensation or audit issues until we are able to expand our
board of directors to include independent directors.
Until we have a larger board of directors that would include some
independent members, if ever, there will be limited oversight of our
management's decisions and activities and little ability for minority
shareholders to challenge or reverse those activities and decisions, even if
they are not in the best interests of minority shareholders.
36. SHAREHOLDERS MAY BE DILUTED SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN
FINANCING AND SATISFY OBLIGATIONS THROUGH ISSUANCE OF ADDITIONAL SHARES OF
OUR COMMON STOCK.
We have no committed source of financing. Wherever possible, our board of
directors will attempt to use non-cash consideration to satisfy obligations. In
many instances, we believe that the non-cash consideration will consist of
restricted shares of our common stock. Our board of directors has authority,
without action or vote of the shareholders, to issue all or part of the
225,867,441 authorized, but unissued, shares of our common stock. Future
issuances of shares of our common stock will result in dilution of the ownership
interests of existing shareholders, may further dilute common stock book value
and that dilution may be material.
37. OUR CERTIFICATE OF INCORPORATION PROVIDES FOR INDEMNIFICATION OF OFFICERS
AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY, WHICH MAY RESULT IN
A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE
CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFITS OF OFFICERS AND/OR
DIRECTORS.
Our certificate of incorporation and applicable Delaware laws provide for
the indemnification of our directors, officers, employees and agents under
certain circumstances, against attorney's fees and other expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on our behalf. We will also bear the expenses of
such litigation for any of our directors, officers, employees or agents, upon
such person's written promise to repay us, therefore, even if it is ultimately
determined that any such person shall not have been entitled to indemnification.
This indemnification policy could result in substantial expenditures by us that
we may be unable to recoup.
We have been advised that, in the opinion of the Securities and Exchange
Commission, indemnification for liabilities arising under federal securities
laws is against public policy and is, therefore, unenforceable. In the event
that a claim for indemnification for liabilities arising under federal
securities laws, other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding, is asserted by a director, officer or controlling person in
connection with the securities being registered, we will (unless in the opinion
of our counsel, the matter has been settled by controlling precedent) submit to
a court of appropriate jurisdiction, the question of whether indemnification by
us is against public policy as expressed by the Securities and Exchange
Commission and will be governed by the final adjudication of such issue. The
legal process relating to this matter, if it were to occur, is likely to be very
costly and may result is us receiving negative publicity, either of which
factors is likely to materially reduce the market price for our shares, if such
a market ever develops.
17
38. ALL 3,132,559 SHARES OF OUR COMMON STOCK BEING REGISTERED IN THIS OFFERING
MAY BE SOLD BY SELLING SHAREHOLDERS SUBSEQUENT TO THE EFFECTIVENESS OF OUR
REGISTRATION STATEMENT, OF WHICH THIS PROSPECTUS IS A PART. A SIGNIFICANT
VOLUME OF SALES OF THESE SHARES OVER A SHORT OR CONCENTRATED PERIOD OF TIME
IS LIKELY TO DEPRESS THE MARKET FOR AND PRICE OF OUR SHARES IN ANY MARKET
THAT MAY DEVELOP.
All 3,132,559 shares of our common stock held by the selling shareholders
that are being registered in this offering may be sold subsequent to the date of
this prospectus, either at once or over a period of time. See also "Selling
Shareholders" and "Plan of Distribution" elsewhere in this prospectus. The
ability to sell these shares of common stock and/or the sale thereof reduces the
likelihood of the establishment and/or maintenance of an orderly trading market
for our shares at any time in the near future.
39. THERE ARE RISKS ASSOCIATED WITH FORWARD LOOKING STATEMENTS.
This prospectus contains certain forward looking statements regarding
management's plans and objectives for future operations including plans and
objectives relating to our planned marketing efforts and future economic
performance. The forward looking statements and associated risks set forth in
this prospectus include or relate to, among other things, (a) our projected
sales and profitability, (b) our growth strategies, (c) anticipated trends in
our industry, (d) our ability to obtain and retain sufficient capital for future
operations and (e) our anticipated needs for working capital. These statements
may be found under "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Description of Business," in this prospectus, as
well as in this prospectus, generally. Actual events or results may differ
materially from those discussed in forward looking statements as a result of
various factors, including, without limitation, the risks outlined under "Risk
Factors" and matters described in this prospectus, generally. In light of these
risks and uncertainties, there can be no assurance that the forward looking
statements contained in this prospectus will, in fact, occur.
FOR ALL OF THE FOREGOING REASONS AND OTHER REASONS SET FORTH HEREIN, AN
INVESTMENT IN OUR SECURITIES IN ANY MARKET THAT MAY DEVELOP IN THE FUTURE WILL
INVOLVE A HIGH DEGREE OF RISK.
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING STATEMENTS
This prospectus contains forward looking statements. These statements
relate to future events or future financial performance and involve known and
unknown risks, uncertainties and other factors that may cause Meiguo Ventures or
our industry's actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by the forward looking
statements.
In some cases, you can identify forward looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or the negative of these terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially. Although we believe that the expectations
reflected in the forward looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. We are under no
duty to update any of the forward looking statements after the date of this
prospectus to confirm our prior statements to actual results.
Further, this prospectus contains forward looking statements that involve
substantial risks and uncertainties. Such statements include, without
limitation, all statements as to expectation or belief and statements as to our
future results of operations, the progress of any product development, the need
for, and timing of, additional capital and capital expenditures, partnering
18
prospects, the protection of and the need for additional intellectual property
rights, effects of regulations, the need for additional facilities and potential
market opportunities.
TAX CONSIDERATIONS
We are not providing any tax advice as to the acquisition, holding or
disposition of the common stock offered herein. In making an investment
decision, investors are strongly encouraged to consult their own tax advisor to
determine the U.S. federal, state and any applicable foreign tax consequences
relating to their investment in our common stock.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders. We have agreed to bear the
expenses relating to the registration of the common stock for the selling
shareholders.
IF THERE ARE ANY SALES PURSUANT TO THIS OFFERING, THE SELLING SHAREHOLDERS
WILL NOT HAVE ACCESS TO THEIR FUNDS DURING THE PERIOD THE FUNDS ARE HELD IN
ESCROW, AND THE PURCHASERS WILL NOT RECEIVE SHARES DURING THE PERIOD OF THE
ESCROW.
The funds from a purchase pursuant to this offering shall be held in escrow
until the sooner of (A) we enter into an agreement for a Business Combination
Transaction and the Purchaser declines to confirm that he, she or it wishes to
remain an investor in the Company and (B) the date which is eighteen (18) months
after the effective date of this registration statement. If a Purchaser
purchases shares from selling shareholders pursuant to this offering and we do
not enter into a Business Combination Transaction for whatever reason, the
Purchaser will have to wait until eighteen (18) months after the effective date
of this registration statement before the Purchaser's proportionate portion of
the escrow funds are returned to the Purchaser, which escrow funds shall include
any interest and dividends which have been paid thereon during the period while
such funds were held in escrow. The Purchaser will be offered the return of his,
her or its proportionate portion of the escrow funds only upon the execution of
an agreement for a Business Combination Transaction or upon the expiration of
said eighteen (18) month period.
IF THERE ARE ANY SALES PURSUANT TO THIS OFFERING, THE SELLING SHAREHOLDERS
WILL NOT HAVE ACCESS TO THEIR FUNDS DURING THE PERIOD THE FUNDS ARE HELD IN
ESCROW, AND THE PURCHASERS WILL NOT RECEIVE SHARES DURING THE PERIOD OF THE
ESCROW.
The funds from a purchase pursuant to this offering shall be held in escrow
until the sooner of (A) we enter into an agreement for a Business Combination
Transaction and the Purchaser declines to confirm that he, she or it wishes to
remain an investor in the Company and (B) the date which is eighteen (18) months
after the effective date of this registration statement. If a Purchaser
purchases shares from selling shareholders pursuant to this offering and we do
not enter into a Business Combination Transaction for whatever reason, the
Purchaser will have to wait until eighteen (18) months after the effective date
of this registration statement before the Purchaser's proportionate portion of
the escrow funds are returned to the Purchaser, which escrow funds shall include
any interest and dividends which have been paid thereon during the period while
such funds were held in escrow. The Purchaser will be offered the return of his,
her or its proportionate portion of the escrow funds only upon the execution of
an agreement for a Business Combination Transaction or upon the expiration of
said eighteen (18) month period.
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When we have entered into an agreement for a Business Combination
Transaction with one or more businesses (the "Targets"), we shall file an
amendment to this registration statement and send the Purchasers, if any,
extensive information with respect to the Targets including, but not limited to,
audited financial statements, and each Purchaser shall have a period of forty
five (45) business days after the effective date of that amendment (the end of
such period, the "Deadline") in which to inform us if he, she or it wishes to
remain an investor in our company subsequent to the closing of the Business
Combination Transaction. If a Purchaser informs us on, or prior to, the Deadline
that he, she or it wishes to remain an investor in our company subsequent to the
closing of the Business Combination Transaction, then, after the Business
Combination Transaction is complete, which will be at least forty five (45)
business days after the date the SEC declares the amendment effective, we shall
release the shares purchased by him, her or it to him, her or it and release
from escrow the funds he, she or it paid for such shares, plus any interest or
dividends which have been paid thereon during the period while such funds were
held in escrow, to the selling stockholder from whom he, she or it purchased
those shares. If a Purchaser fails to inform us on, or prior to, the Deadline
that he, she or it wishes to remain an investor in our company subsequent to the
closing of the Business Combination Transaction, his, her or its escrow funds,
plus any interest or dividends thereon, shall be returned to him, her or it
within five (5) business days after the forty fifth (45th) business day
following the effective date of that amendment, and his, her or its shares shall
be returned to the selling stockholder from whom he, she or it purchased his,
her or its shares.
Subsequent to consummating such Business Combination Transaction and the
effective date of the amendment to this registration statement, we would no
longer be deemed to be a shell company, and shares could be transferred without
complying with the provisions of Rule 419.
If any selling shareholders sold any shares to Purchasers, and we have not
consummated a Business Combination Transaction within eighteen (18) months after
the effective date of this registration statement, all escrow funds shall be
returned to the Purchasers, plus any interest or dividends thereon, all of the
shares held in escrow shall be returned to the selling shareholders from whom
those Purchasers purchased them and we will file a post-effective amendment to
this registration statement with the SEC removing the shares from registration
and terminating this offering, in which event the shares would not be able to be
sold unless they are registered or unless a valid exemption from registration is
then available; please note that shares of a blank check company cannot be sold
pursuant to Rule 144. In view of the fact that the escrow funds shall either be
released to the selling shareholders or returned to the Purchasers, we shall not
receive any funds from this offering.
If there are no sales of securities pursuant to this offering within
eighteen (18) months after the date the SEC declares this registration statement
effective, no funds or securities shall be placed in escrow, and we will file an
amendment to this registration statement with the SEC removing the shares from
registration and, subject to the next paragraph, terminating this offering, in
which event the shares cannot be sold unless they are registered or unless a
valid exemption from registration is then available; please note that shares of
a blank check company cannot be sold pursuant to Rule 144.
If there are no sales pursuant to this offering, we may enter into a
Business Combination Transaction at any time, regardless of whether prior to, or
subsequent to, eighteen (18) months after the effective date of this
registration statement; provided, however, that if there are no sales of
securities pursuant to this offering, and during said 18 month period we become
aware that a business combination is probable, we shall suspend this offering,
20
and shall notify the selling shareholders that this offering is being suspended.
If the potential Business Combination Transaction is not consummated, this
offering shall be resumed, and the selling shareholders may sell shares again
pursuant to this offering.
If there are no sales pursuant to this offering, then after we consummate a
Business Combination Transaction, we shall file a Form 8-K with the Securities
and Exchange Commission containing extensive information as required by SEC
regulations with respect to the Target(s), including, but not limited to,
audited financial statements. Subsequent to consummating such Business
Combination Transaction, we would no longer be deemed to be a shell company, and
the provisions of Rule 419 with respect to escrow of funds, and purchasers'
opportunity to receive a return of their investment funds if they did not
approve of the acquisition would not be applicable. If the potential Business
Combination Transaction is not consummated during the eighteen (18) month
period, we will file an amendment to this registration statement with the SEC
removing the shares from registration and terminating this offering, in which
event the shares would not be able to be sold unless they are registered or
unless a valid exemption from registration is then available.
When we have entered into an agreement for a Business Combination
Transaction with one or more businesses (the "Targets"), we shall file an
amendment to this registration statement and send the Purchasers, if any,
extensive information with respect to the Targets including, but not limited to,
audited financial statements, and each Purchaser shall have a period of forty
five (45) business days after the effective date of that amendment (the end of
such period, the "Deadline") in which to inform us if he, she or it wishes to
remain an investor in our company subsequent to the closing of the Business
Combination Transaction. If a Purchaser informs us on, or prior to, the Deadline
that he, she or it wishes to remain an investor in our company subsequent to the
closing of the Business Combination Transaction, then, after the Business
Combination Transaction is complete, which will be at least forty five (45)
business days after the date the SEC declares the amendment effective, we shall
release the shares purchased by him, her or it to him, her or it and release
from escrow the funds he, she or it paid for such shares, plus any interest or
dividends which have been paid thereon during the period while such funds were
held in escrow, to the selling stockholder from whom he, she or it purchased
those shares. If a Purchaser fails to inform us on, or prior to, the Deadline
that he, she or it wishes to remain an investor in our company subsequent to the
closing of the Business Combination Transaction, his, her or its escrow funds,
plus any interest or dividends thereon, shall be returned to him, her or it
within five (5) business days after the forty fifth (45th) business day
following the effective date of that amendment, and his, her or its shares shall
be returned to the selling stockholder from whom he, she or it purchased his,
her or its shares.
Subsequent to consummating such Business Combination Transaction and the
effective date of the amendment to this registration statement, we would no
longer be deemed to be a shell company, and shares could be transferred without
complying with the provisions of Rule 419.
If any selling shareholders sold any shares to Purchasers, and we have not
consummated a Business Combination Transaction within eighteen (18) months after
the effective date of this registration statement, all escrow funds shall be
returned to the Purchasers, plus any interest or dividends thereon, all of the
shares held in escrow shall be returned to the selling shareholders from whom
those Purchasers purchased them and we will file a post-effective amendment to
this registration statement with the SEC removing the shares from registration
and terminating this offering, in which event the shares would not be able to be
21
sold unless they are registered or unless a valid exemption from registration is
then available; please note that shares of a blank check company cannot be sold
pursuant to Rule 144. In view of the fact that the escrow funds shall either be
released to the selling shareholders or returned to the Purchasers, we shall not
receive any funds from this offering.
If there are no sales of securities pursuant to this offering within
eighteen (18) months after the date the SEC declares this registration statement
effective, no funds or securities shall be placed in escrow, and we will file an
amendment to this registration statement with the SEC removing the shares from
registration and, subject to the next paragraph, terminating this offering, in
which event the shares cannot be sold unless they are registered or unless a
valid exemption from registration is then available; please note that shares of
a blank check company cannot be sold pursuant to Rule 144.
If there are no sales pursuant to this offering, we may enter into a
Business Combination Transaction at any time, regardless of whether prior to, or
subsequent to, eighteen (18) months after the effective date of this
registration statement; provided, however, that if there are no sales of
securities pursuant to this offering, and during said 18 month period we become
aware that a business combination is probable, we shall suspend this offering,
and shall notify the selling shareholders that this offering is being suspended.
If the potential Business Combination Transaction is not consummated, this
offering shall be resumed, and the selling shareholders may sell shares again
pursuant to this offering.
If there are no sales pursuant to this offering, then after we consummate a
Business Combination Transaction, we shall file a Form 8-K with the Securities
and Exchange Commission containing extensive information as required by SEC
regulations with respect to the Target(s), including, but not limited to,
audited financial statements. Subsequent to consummating such Business
Combination Transaction, we would no longer be deemed to be a shell company, and
the provisions of Rule 419 with respect to escrow of funds, and purchasers'
opportunity to receive a return of their investment funds if they did not
approve of the acquisition would not be applicable. If the potential Business
Combination Transaction is not consummated during the eighteen (18) month
period, we will file an amendment to this registration statement with the SEC
removing the shares from registration and terminating this offering, in which
event the shares would not be able to be sold unless they are registered or
unless a valid exemption from registration is then available.
DETERMINATION OF OFFERING PRICE
Since our common stock is not listed or quoted on any exchange or quotation
system, the offering price of the shares of common stock was arbitrarily
determined and does not necessarily bear any relationship to our book value,
assets, operating results, financial condition or any other established criteria
of value, such as market conditions for business combinations involving blank
check companies and the estimated profitability of business combinations
involving similar blank check companies
The selling shareholders will sell the shares offered at $.01 per share
until our shares are quoted on the OTC Bulletin Board or the Pink Sheets and
thereafter at prevailing market prices or privately negotiated prices. Our board
of directors determined the $.01 per share offering price based upon the price
of the last sale of our common stock to investors. There is no assurance of
when, if ever, our common stock will be listed on an exchange or quoted on the
OTC Bulletin Board.
22
DILUTION
The common stock to be sold by the selling shareholders in this offering is
common stock that is currently issued and outstanding. Accordingly, this
offering will not result in dilution to our existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders purchased their common stock in a private
placement. The shares offered by this prospectus may be offered from time to
time by the selling shareholders listed in the following table. Each selling
shareholders will determine the number of shares to be sold and the timing for
the sales. Our registration of the shares does not necessarily mean that the
selling shareholders will sell all or any of their shares. Because the selling
shareholders may offer all, some or none of their shares, no definitive estimate
as to the number of shares thereof that will be held by the selling shareholders
after such offering can be provided, and the following table has been prepared
on the assumption that all shares of the common stock offered under this
prospectus will ultimately be sold. None of the selling shareholders are FINRA
registered broker-dealers or affiliates of FINRA broker-dealers. No selling
shareholder is an officer or director of the Company.
Except as indicated in footnote (5) to the table below, none of the selling
shareholders has had any position, office or other material relationship with
the Company within the past three years and none of the selling shareholders has
any continuing relationship with the Company going forward.
The Company will file a prospectus supplement to name successors to any
named selling shareholders who are able to use this prospectus to resell their
securities.
23
Total Shares to
be Offered for
Shares Owned Selling Total Shares to Percentage Owned
Prior to This Shareholder be Owned After Upon Completion of
Name Offering (1) Account (2) This Offering (3) This Offering (4)
---- ------------ ----------- ----------------- -----------------
Erin Anemaet 57,800 57,800 0 0%
Krsta Brcic 46,835 46,835 0 0%
Janja Cerovina 50,000 50,000 0 0%
Cindy Cho 57,924 57,924 0 0%
Peter Cho 55,061 55,061 0 0%
Melissa Conners 60,055 60,055 0 0%
Zoran Cvetojevic 46,835 46,835 0 0%
Miso Cvetojevic 46,835 46,835 0 0%
Bojan Cvetojevic 46,835 46,835 0 0%
Zarko Cvetojevic 46,835 46,835 0 0%
Jelena Cvetojevic 46,835 46,835 0 0%
Verica Djordjevic 46,835 46,835 0 0%
Natalie Englehart 60,000 60,000 0 0%
Alexandre Figueiredo 64,000 64,000 0 0%
Ljubica Gombar 50,000 50,000 0 0%
Dragana Kovacevic 46,835 46,835 0 0%
Ron Macari 59,000 59,000 0 0%
Michal Majernik 58,500 58,500 0 0%
Milovan Mavrak 50,000 50,000 0 0%
Slavica Mavrak 50,000 50,000 0 0%
Dragan Mikovic 50,000 50,000 0 0%
Dusica Mikovic 50,000 50,000 0 0%
Zoran Miletic 50,000 50,000 0 0%
Juan Pasqual Palma 64,000 64,000 0 0%
Jovanny Palma 55,500 55,500 0 0%
Damjan Pavolivic 59,300 59,300 0 0%
Mariya Popov 60,669 60,669 0 0%
Kevin Price 64,000 64,000 0 0%
Julie Provost 58,900 58,900 0 0%
Prvoslav Puric 50,000 50,000 0 0%
Jovan Puric 50,000 50,000 0 0%
Veselin Puric 50,000 50,000 0 0%
Mira Puric 50,000 50,000 0 0%
Ivan Radovic 50,000 50,000 0 0%
Suncica Radovic 50,000 50,000 0 0%
Viktor Ristic 58,500 58,500 0 0%
Keith Roberts 54,000 54,000 0 0%
Steven Roberts 62,500 62,500 0 0%
Leighanne Roberts 63,500 63,500 0 0%
Carol Robichaud 55,000 55,000 0 0%
Roxanne Rojas 65,000 65,000 0 0%
Teresita Rubio 65,000 65,000 0 0%
Andres Rubio 65,000 65,000 0 0%
Sandra Rubio 53,000 53,000 0 0%
Sretko Sinikovic 50,000 50,000 0 0%
24
Brcic Slavka 46,835 46,835 0 0%
Dragana Stosic 50,000 50,000 0 0%
Bratislav Stosic 50,000 50,000 0 0%
Peter Tate 65,000 65,000 0 0%
Cavor Vladislavka 46,835 46,835 0 0%
Phillip Welsh 63,000 63,000 0 0%
David Wise (5) 200,000 200,000 0 0%
Marta Zecevic 50,000 50,000 0 0%
Nebojsa Zecevic 50,000 50,000 0 0%
Charlotte Zur 60,000 60,000 0 0%
- ----------
Less than one percent (1%).
1. For purposes of this column only, we have included all shares of common
stock owned of record or beneficially owned by the respective selling
shareholders. Each selling shareholder's ownership in this column is based
on 4,132,559 shares of our common stock outstanding as of October 15, 2010.
2. Represents an aggregate of 3,132,559 shares of outstanding common stock. 3.
Assumes that all securities registered will be sold.
4. The percentages set forth in this column are based on 4,132,559 shares of
common stock outstanding as of October 15, 2010. The number and percentage
of shares beneficially owned is determined in accordance with Rule 13d-3 of
the Securities Exchange Act of 1934, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rule,
beneficial ownership includes any shares as to which the selling security
holder has sole or shared voting power or investment power and also any
shares, which the selling security holder has the right to acquire within
60 days.
5. David E. Wise, Esq. is securities counsel to the Company and has been our
securities counsel since our inception and we expect that he will continue
to serve as our securities counsel in the future.
PLAN OF DISTRIBUTION
PLAN OF DISTRIBUTION
None of the selling shareholders are FINRA registered broker-dealers or
affiliates of FINRA broker-dealers. The selling shareholders may offer the
common stock at various times in one or more of the following transactions:
* on any market that might develop;
* in transactions other than market transactions;
* by pledge to secure debts or other obligations;
* purchases by a broker-dealer as principal and resale by the
broker-dealer for its account; or
* in a combination of any of the above
Our shares of common stock offered hereby by the selling shareholders may
be sold from time to time by such shareholders, or by their pledgees, donees,
transferees and other successors in interest thereto, if transfer to such
parties is permitted pursuant to Rule 15g-8. These pledgees, donees, transferees
and other successors in interest will also be deemed "selling shareholders" for
the purposes of this prospectus.
The selling shareholders will sell at a fixed price of $.01 per share until
our common stock is quoted on the OTC Bulletin Board and thereafter at
prevailing market prices or at privately negotiated prices. In order to comply
with the securities laws of certain states, if applicable, the shares may be
sold only through registered or licensed brokers or dealers.
25
During this offering, the selling shareholders may only sell their shares
(A) at a fixed price, (B) pursuant to the requirements of Rule 419 and (C)
pursuant to the terms and conditions of this offering.
The selling shareholders may use broker-dealers to sell shares. If this
happens, broker-dealers will either receive discounts or commissions from the
selling shareholders, or they will receive commissions from purchasers of shares
from whom they have acted as agents. To date, no discussions have been held or
agreements reached with any broker-dealer.
The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. Rule 144
provides that any affiliate or other person who sells restricted securities of
an issuer for his own account, or any person who sells restricted or any other
securities for the account of an affiliate of the issuer of such securities,
shall be deemed not to be engaged in a distribution of such securities and,
therefore, not to be an underwriter thereof within the meaning of Section
2(a)(11) of the Securities Act, if all of the conditions of Rule 144 are met.
Conditions for sales under Rule 144 include:
a. adequate current public information with respect to the issuer must be
available;
b. restricted securities must meet a six month holding period if
purchased from a reporting company or a 12 month holding period if
purchased from a non-reporting entity (as is the case herein),
measured from the date of acquisition of the securities form the
issuer or from an affiliate of the issuer;
c. sales of restricted or other securities sold for the account of an
affiliate during any three month period, cannot exceed the greater of
1% of the securities of the class outstanding as shown by the most
recent statement of the issuer (There is no 1% limitation applied to
non-affiliate sales);
d. the securities must be sold in ordinary "broker's transactions" within
the meaning of section 4(4) of the Securities Act or in transactions
directly with a market maker, without solicitation by the selling
security holders and without the payment of any extraordinary
commissions or fees;
e. if the amount of securities to be sold pursuant to Rule 144 during any
three month period by an affiliate exceeds 5,000 shares/units or has
an aggregate sale price in excess of $50,000, the selling shareholder
must file a notice on Form 144 with the Commission.
The current information requirement listed in (a) above, the volume
limitation listed in (c) above, the requirement for sale pursuant to broker's
transactions listed in (d) above, and the Form 144 notice filing requirements
listed in (e) above, cease to apply to any restricted securities sold for the
account of a non-affiliate if at least six months has elapsed from the date the
securities were acquired from the issuer or from an affiliate, if purchased from
a reporting issuer or 12 months if purchased from a non-reporting issuer (as is
the case with Meiguo Ventures).
The selling shareholders shall have the sole and absolute discretion not to
accept any purchase offer or make any sale of shares if they deem the purchase
price to be unsatisfactory at any particular time.
The selling shareholders or their respective pledgees, donees, transferees
or other successors in interest, may also sell the shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling shareholders
and/or the purchasers of shares for whom such broker-dealer may act as agents or
to whom they sell as principal or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling shareholder will attempt to sell
shares of common stock in block transactions to market makers or other
26
purchasers at a price per share which may be below the then market price. The
selling shareholders cannot assure that all or any of the shares offered in this
prospectus will be sold by the selling shareholders.
The selling shareholders, alternatively, may sell all or part of the shares
offered in this prospectus through an underwriter. No selling shareholder has
entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into by a selling shareholder.
In the event that a selling shareholder sells all or part of the shares offered
in this prospectus through an underwriter, the maximum compensation paid to any
such underwriter shall be 8% and shall be paid by such selling shareholder.
Affiliates and/or promoters of Meiguo Ventures who are offering their
shares for resale, the selling shareholders and any broker-dealers who act in
connection with the sale of the shares hereunder will be deemed to be
"underwriters" of this offering within the meaning of the Securities Act and any
commission they receive and proceeds of any sale of the shares may be deemed to
be underwriting discounts and commissions under the Securities Act.
Selling shareholders and any purchasers of our securities should be aware
that any market that develops in our common stock will be subject to "penny
stock" restrictions.
We will pay all expenses incident to the registration, offering and sale of
the common stock other than commissions or discounts of underwriters,
broker-dealers or agents.
The selling shareholders must comply with the requirements of the
securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and
sale of the common stock. In particular, during such times as the selling
shareholders may be deemed to be engaged in a distribution of the common stock,
and, therefore, be considered to be an underwriter, they must comply with
applicable law and we have informed them that they may not, among other things:
1. engage in any stabilization activities in connection with the shares;
2. effect any sale or distribution of the shares until after the
prospectus shall have been appropriately amended or supplemented, if
required, to describe the terms of the sale or distribution; and
3. bid for or purchase any of the shares or rights to acquire the shares
or attempt to induce any person to purchase any of the shares or
rights to acquire the shares, other than as permitted under the
Securities Exchange Act of 1934.
The offering will conclude when all of the 3,132,559 shares of common stock
have been sold or we, in our sole discretion, decide to terminate the
registration of the shares. We may decide to terminate the registration if it is
no longer necessary due to the operation of the resale provisions of Rule 144
promulgated under the Securities Act of 1933. We also may terminate the offering
for no reason whatsoever.
SELLING SHAREHOLDERS AND ANY PURCHASERS OF OUR SECURITIES SHOULD BE AWARE
THAT THE MARKET IN OUR STOCK WILL BE SUBJECT TO THE PENNY STOCK RESTRICTIONS.
27
The trading of our securities takes place in the over-the-counter markets,
which are commonly referred to as the OTCBB as maintained by FINRA. As a result,
an investor may find it difficult to dispose of, or to obtain accurate
quotations as to the price of, our securities.
OTCBB CONSIDERATIONS
The OTCBB is separate and distinct from the NASDAQ stock market. NASDAQ has
no business relationship with issuers of securities quoted on the OTCBB. The
SEC's order handling rules, which apply to NASDAQ-listed securities, do not
apply to securities quoted on the OTCBB.
Although the NASDAQ stock market has rigorous listing standards to ensure
the high quality of its issuers and can delist issuers for not meeting those
standards, the OTCBB has no listing standards. Rather, it is the market maker
who chooses to quote a security on the system, files the application and is
obligated to comply with keeping information about the issuer in its files.
FINRA cannot deny an application by a market maker to quote the stock of a
company assuming all FINRA questions relating to its Rule 211 process are
answered accurately and satisfactorily. The only requirement for ongoing
inclusion in the OTCBB is that the issuer be current in its reporting
requirements with the SEC.
Investors may have difficulty in getting orders filled because trading
activity on the OTCBB in general is not conducted as efficiently and effectively
as with NASDAQ-listed securities. As a result, investors' orders may be filled
at prices much different than expected when orders are placed.
Investors must contact a broker-dealer to trade OTCBB securities. Investors
do not have direct access to the bulletin board service. For bulletin board
securities, there only has to be one market maker.
OTCBB transactions are conducted almost entirely on a manual basis. Because
there are no automated systems for negotiating trades on the OTCBB, they are
conducted via telephone. In times of heavy market volume, the limitations of
this process may result in a significant increase in the time it takes to
execute investor orders. Therefore, when investors place market orders-- an
order to buy or sell a specific number of shares at the current market price--
it is possible for the prices of a stock to go up or down significantly during
the lapse of time between placing a market order and getting execution.
Because OTCBB stocks are usually not followed by analysts, there may be
lower trading volume than for NASDAQ-listed securities.
SECTION 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Our shares are covered by Section 15(g) of the Securities Exchange Act of
1934 ("Exchange Act") and Rules 15g-1 through 15g-6 promulgated thereunder. They
impose additional sales practice requirements on broker-dealers who sell our
securities to persons other that established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals with
net worths in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouses).
Rule 15g-1 exempts a number of specific transactions from the scope of the
penny stock rules (but is not applicable to us).
Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks
unless the broker-dealer has first provided to the customer a standardized
disclosure document.
Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a
penny stock transaction unless the broker-dealer first discloses and
subsequently confirms to its customers current quotation prices or similar
market information concerning the penny stock in question.
28
Rule 15g-4 prohibits broker-dealers from completing penny stock
transactions for a customer unless the broker-dealer first discloses to the
customer the amount of compensation or other remuneration received as a result
of the penny stock transaction.
Rule 15g-5 requires that a broker-dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation and the compensation of any associated person of the broker-dealer.
Rule 15g-6 requires broker-dealers selling penny stocks to provide their
customers with monthly account statements.
Rule 3a51-1 of the Exchange Act establishes the definition of a "penny
stock" for purposes relevant to us, as any equity security that has a minimum
bid price of less than $5.00 per share, subject to a limited number of
exceptions. It is likely that our shares will be considered to be penny stocks
for the immediately foreseeable future. For any transaction involving a penny
stock, unless exempt, the penny stock rules require that a broker or dealer
approve a person's account for transactions in penny stocks an the broker or
dealer receive from the investor a written agreement to the transaction setting
forth the identity and quantity of the penny stock to be purchase.
In order to approve a person's account for transactions in penny stocks,
the broker or dealer must obtain financial information and investment experience
and objectives of the person and make a reasonable determination that the
transactions in penny stocks are suitable for that person and that that person
has sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the SEC relating to the penny stock
market, which, in highlight form, sets forth:
* the basis on which the broker or dealer made the suitability
determination; and
* that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
The above-referenced requirements may create a lack of liquidity, making
trading difficult or impossible, and accordingly, shareholders may find it
difficult to dispose of our shares.
STATE SECURITIES-BLUE SKY LAWS
There is no established public market for our common stock and there can be
no assurances that any market will develop in the foreseeable future. Transfer
of our common stock may also be restricted under the securities laws or
securities regulations promulgated by various states, commonly referred to as
"blue sky" laws. Absent compliance with such individual state laws, our common
stock may not be traded in such jurisdiction. Because the common stock
registered hereunder has not been registered for resale under blue sky laws of
every state, the holders of such shares and persons who desire to purchase them
29
in any trading market that might develop in the future, should be aware that
there may be significant state blue sky law restrictions upon the ability of
investors to sell the common stock and of purchasers to purchase the common
stock. Accordingly, investors may not be able to liquidate their investments and
should be prepared to hold the common stock for an indefinite period of time.
Selling shareholders may contact us directly to ascertain procedures
necessary for compliance with blue sky laws in the applicable states relating to
sellers and/or purchasers of shares of our common stock.
We may apply for listing in Mergent, Inc., a leading provider of business
and financial information on publicly listed and quoted companies, which, once
published, will provide Meiguo Ventures with "manual" exemptions in
approximately 39 states, the District of Columbia, Guam, Puerto Rico and U.S.
Virgin Islands, as indicated in CCH Blue Sky Law Desk Reference at Section 6301
entitled "Standard Manuals Exemptions."
Thirty-nine states, certain U.S. Territories (Guam, Puerto Rico and U.S.
Virgin Islands) and the District of Columbia have what is commonly referred to
as a "manual exemption" for secondary trading of securities such as those to be
resold by selling shareholders under this registration statement. In these
states, territories and district, so long as we obtain and maintain a listing in
Mergent, Inc. or Standard and Poor's Corporate Manual, secondary trading of our
common stock can occur without filing, review or approval by state regulatory
authorities in these states. These states are: Alaska, Arizona, Arkansas,
Colorado, Connecticut, Delaware, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas,
Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Montana,
Nebraska, Delaware, New Hampshire, New Jersey, New Mexico, North Carolina, North
Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota,
Texas, Utah, Vermont, Washington, West Virginia, Wisconsin and Wyoming. We
cannot secure this listing, and thus this qualification, until after our
registration statement is declared effective. Once we secure this listing,
secondary trading can occur in these states without further action.
We currently do not intend to and may not be able to qualify securities for
resale in other states which require shares to be qualified before they can
resold by our shareholders.
LIMITATIONS IMPOSED BY REGULATION M
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, each selling shareholder will be subject to
applicable provisions of the Exchange Act and the associated rules and
regulations thereunder, including, without limitation Regulation M, which
provisions may limit the timing of purchases and sales of shares of our common
stock by the selling shareholders. We will make copies of this prospectus
available to the selling shareholders and have informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to the time of
any sale of the shares offered hereby. We assume no obligation to so deliver
copies of this prospectus or any related prospectus supplement.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of October 15, 2010, we had 4,132,559 shares of common stock and no
shares of Series A preferred stock issued and outstanding.
Our Common Stock is not presently trading on any stock exchange. We are not
aware of any market active in our stock since inception through the date of this
filing. While we intend to arrange to have our common stock traded on the public
market after complying with Rule 419 and with the availability of our shares to
be sold on the public market, we have not yet applied to have our stock listed
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on an exchange or quoted on a quotation service. We do intend to apply for
quotation of our common stock on the OTC Bulletin Board subsequent to (A) our
consummation of a Business Combination Transaction, (B) filing a Form 8-K with
the SEC with current information with respect to the combined company and (C)
the SEC declaring such Form 8-K effective. There can be no assurance that a
trading market will ever develop, or if developed, that it will be sustained.
Because it is not contemplated that any of the selling shareholders intend
to sell their shares until we enter into a Business Combination Transaction, and
any sales will have to be through a broker dealer, we will not know in which
states prospective purchasers will be located. It will be the brokers'
responsibility to confirm that sales can legally be made in the applicable
states.
Pursuant to Rule 419, any shares held in escrow are prohibited from being
resold or transferred while in escrow except pursuant to a qualified domestic
relations order or Title I of the Employee Retirement Income Security Act
(ERISA), or the rules thereunder. Any shares released from escrow may only be
resold pursuant to registration under the Securities Act or pursuant to a valid
exemption therefrom.
Our Common Stock is not presently trading on any stock exchange. We are not
aware of any market active in our stock since inception through the date of this
filing. While we intend to arrange to have our common stock traded on the public
market after complying with Rule 419 and with the availability of our shares to
be sold on the public market, we have not yet applied to have our stock listed
on an exchange or quoted on a quotation service. We do intend to apply for
quotation of our common stock on the OTC Bulletin Board subsequent to (A) our
consummation of a Business Combination Transaction, (B) filing a Form 8-K with
the SEC with current information with respect to the combined company and (C)
the SEC declaring such Form 8-K effective. There can be no assurance that a
trading market will ever develop, or if developed, that it will be sustained.
Because it is not contemplated that any of the selling shareholders intend
to sell their shares until we enter into a Business Combination Transaction, and
any sales will have to be through a broker dealer, we will not know in which
states prospective purchasers will be located. It will be the brokers'
responsibility to confirm that sales can legally be made in the applicable
states.
Pursuant to Rule 419, any shares held in escrow are prohibited from being
resold or transferred while in escrow except pursuant to a qualified domestic
relations order or Title I of the Employee Retirement Income Security Act
(ERISA), or the rules thereunder. Any shares released from escrow may only be
resold pursuant to registration under the Securities Act or pursuant to a valid
exemption therefrom.
At the present time, none of our shares of common stock are eligible for
sale under Rule 144 of the Securities and Exchange Commission and we do not
anticipate any Rule 144 eligibility for our shareholders until the first quarter
of 2012, at the earliest. We do not have any outstanding options to purchase our
common equity.
HOLDERS
As of October 15, 2010, there were approximately 56 shareholders of record
of our common stock.
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DIVIDENDS
We have not paid cash dividends on any class of common equity since
formation and we do not anticipate paying any dividends on our outstanding
common stock in the foreseeable future. There are no material restrictions
limiting or that are likely to limit our ability to pay dividends on its
outstanding securities.
RULE 144 SHARES
As of the date of this prospectus, we do not have any shares of our common
stock that are currently available for sale to the public in accordance with the
volume and trading limitations of Rule 144.
DESCRIPTION OF SECURITIES
OUR CAPITALIZATION:
COMMON STOCK
We are authorized to issue 230,000,000 shares of common stock, $.0001 par
value per share. We currently have 4,132,559 shares of our common stock issued
and outstanding.
The holders of our common stock:
* have equal ratable rights to dividends from funds legally available
for payment of dividends when, as and if declared by the board of the
directors;
* are entitled to share ratably in all of the assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up our affairs;
* do not have preemptive, subscription or conversion rights, or
redemption rights or access to any sinking fund; and
* are entitled to one non-cumulative vote per share on all matters
submitted to shareholders for a vote at any meeting of shareholders.
PREFERRED STOCK
We are authorized to issue 20,000,000 shares of preferred stock, par value
$0.0001 per share. Currently, we have no shares of preferred stock issued and
outstanding.
WARRANTS AND OPTIONS
We have no outstanding stock options or warrants. However, we anticipate
implementing a stock option and compensation plan in the future to provide for
the issuance of common stock our officers, key personnel and consultants.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to
any other person.
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REPORTS TO SHAREHOLDERS
We intend to furnish our shareholders with annual reports that will
describe the nature and scope of our business and operations for the prior year
and will contain a copy of our audited financial statements for our most recent
fiscal year.
LIABILITY OF DIRECTORS AND OFFICERS
Article Eighth of the Company's amended Certificate of Incorporation
provides that our directors and officers shall not be personally liable to the
Company or our shareholders for damages for breach of fiduciary duty. However,
Article Eighth provides that a director shall be liable to the extent provided
by applicable law (i) for acts or breach of the director's duty of loyalty to
the Company or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit..
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XI of the Company's Bylaws entitles any present and future director
or executive officer to be indemnified and held harmless from any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he, or a person of whom he is the legal representative,
is or was a director or officer of the corporation, to the fullest extent
legally permissible under the laws of the State of Delaware.
The Delaware General Corporation Law allows us to indemnify our officers,
directors, employees, and agents from any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, except under certain circumstances. Indemnification may only
occur if a determination has been made that the officer, director, employee, or
agent acted in good faith and in a manner, which such person believed to be in
the best interests of the corporation. A determination may be made by the
shareholders; by a majority of the directors who were not parties to the action,
suit, or proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.
The expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by us as they are incurred and
in advance of the final disposition of the action, suit or proceeding, if and
only if the officer or director undertakes to repay said expenses to us if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by us.
The indemnification and advancement of expenses may not be made to or on
behalf of any officer or director if a final adjudication establishes that the
officer's or director's acts or omission involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action.
AUTHORIZED BUT UNISSUED CAPITAL STOCK
Delaware law does not require shareholder approval for any issuance of
authorized shares. However, the marketplace rules of the NASDAQ, which would
apply only if our common stock were ever listed on the NASDAQ, which is unlikely
for the foreseeable future, require shareholders approval of certain issuances
of common stock equal to or exceeding 20% of the then outstanding voting power
or then outstanding number of shares of common stock, including in connection
with a change of control of Meiguo, the acquisition of the stock or assets of
another company or the sale or issuance of common stock below the book or market
value price of such stock. These additional shares may be used for a variety of
corporate purposes, including future public offerings to raise additional
capital or to facilitate corporate acquisitions.
33
One of the effects of the existence of unissued and unreserved common stock
may be to enable our board of directors to issue shares to persons friendly to
current management, which issuance could render more difficult or discourage an
attempt to obtain control of our board by means of a merger, tender offer, proxy
contest or otherwise, and thereby protect the continuity and entrenchment of our
management and possibly deprive the shareholders of opportunities to sell their
shares of our common stock at prices higher then prevailing market prices.
SHAREHOLDER MATTERS
As an issuer of "penny stock," the protection provided by the federal
securities laws relating to forward-looking statements does not apply to us if
our shares are considered to be penny stocks. Although the federal securities
laws provide a safe harbor for forward-looking statements made by a public
company that files reports under the federal securities laws, this safe harbor
is not available to issuers of penny stocks. As a result, we will not have the
benefit of this safe harbor protection in the event of any claim that the
material provided by us, including this prospectus, contained a material
misstatement of fact or was misleading in any material respect because of our
failure to include any statements necessary to make the statements not
misleading.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or
certified any part of this prospectus or having given an opinion upon the
validity of the securities being registered or upon other legal matters in
connection with the registration or offering of the common stock was employed on
a contingency basis, or had, or is to receive, in connection with the offering,
a substantial interest, direct or indirect, in the registrant. Nor was any such
person connected with the registrant as a promoter, managing or principal
underwriter, voting trustee, director, officer or employee. David E. Wise, Esq.,
our securities counsel, owns 200,000 shares of our common stock; however, the
shares issued to Mr. Wise were not issued on a contingency basis. Mr. Wise is
not a founder of the Company.
LEGAL REPRESENTATION
The validity of the common stock offered by this prospectus was passed upon
for us by David E. Wise, Esq., Attorney at Law, San Antonio, Texas.
EXPERTS
Our financial statements as of December 31, 2009, and 2008, and for the
fiscal years ended December 31, 2009 and 2008, included in this prospectus have
been audited by independent registered public accountants and have been so
included in reliance upon the report of Stan J. H. Lee, CPA given on the
authority of such firm as experts in accounting and auditing.
TRANSFER AGENT
Our transfer agent will be Transfer Online, Inc. Their address is 317 SW
Alder Street, 2nd Floor, Portland, Oregon 97204. Their telephone number is (503)
227-2950 and their facsimile number is (503) 227-6874.
34
DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Meiguo Ventures I, Inc. ("Company") was incorporated in the State of
Delaware on October 31, 2008. The Company has been in the developmental stage
since inception and has conducted virtually no business operations. The Company
has no full-time employees and owns no real estate or personal property. The
Company was formed as a vehicle to pursue a business combination and has made no
efforts to identify a possible business combination. As a result, the Company
has not conducted negotiations or entered into a letter of intent concerning any
target business. The business purpose of the Company is to seek the acquisition
of, or merger with, an existing company. We have a minimal amount of cash. The
Independent Auditor's Report to our financial statements for the period ended
December 31, 2009, included in this prospectus, indicates that there are a
number of factors that raise substantial doubt about our ability to continue as
a going concern. Such doubts identified in the report include the fact (i) that
we have not established any source of revenue to cover our operating costs; (ii)
that we will engage in very limited activities without incurring any liabilities
that must be satisfied in cash until a source of funding is secured; (iii) that
we will offer noncash consideration and seek equity lines as a means of
financing our operations; (iv) that if we are unable to obtain revenue producing
contracts or financing or if the revenue or financing we do obtain is
insufficient to cover any operating losses we may incur, we may substantially
curtail or terminate our operations or seek other business opportunities through
strategic alliances, acquisitions or other arrangements that may dilute the
interests of existing shareholders.
BUSINESS OF ISSUER
The Company, based on our proposed business activities, is a "blank check"
company. The U.S. Securities and Exchange Commission ("SEC") defines those
companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3 (a) (51) of the Exchange Act of 1934, as amended
("Exchange Act") and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies. Under Rule 12b-2 promulgated under the Exchange Act, the Company will
be deemed to be a "shell company," because it has no or nominal assets (other
than cash) and no or nominal operations. Many states have enacted statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
The Company was organized to provide a method for a foreign or domestic
privately held company to become a reporting company whose securities are
qualified for trading in the United States securities markets, such as the New
York Stock Exchange ("NYSE"), NASDAQ, American Stock Exchange ("AMEX") or the
OTC Bulletin Board, and, as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held reporting company. The Company's principal business
objective for the next 12 months and beyond will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific industry or geographical location and, thus,
may acquire or merge with any type of business, domestic or foreign.
Since we have only one officer and director, David W. Keaveney, the
analysis of new business opportunities will be undertaken by and under the
supervision of our Mr. Keaveney. As of the date of this prospectus, we have not
entered into any definitive agreement with any party, nor have there been any
specific discussions with any potential business combination candidate regarding
business opportunities for the Company. We have unrestricted flexibility in
seeking, analyzing and participating in potential business opportunities.
However, we have a nominal amount of cash at this time and no plan to raise
35
additional money through the sale of equity or borrow money from a traditional
lending source. Mr. Keaveney has verbally committed to the Company that he will
fund the costs of preparing the Company's Exchange Act reports (Form 10-Ks, Form
10-Qs, Form 8-Ks) for the current fiscal year ending December 31, 2010, if the
Company's then current amount of cash is insufficient. However, Mr. Keaveney has
not committed to pay such costs beyond the preparation of the Form 10-K for the
fiscal year ending December 31, 2010. In the event that Mr. Keaveney fails to
pay such costs and the Company's then current amount of cash is insufficient,
the Company's common stock would likely be limited to quotation on the Pink
Sheets and no market for the common stock would develop or, if a market did
develop, the market for our common stock would not exist for very long.
Investors in our common stock could lose part or all of their investment in our
shares.
PERCEIVED BENEFITS
There are certain perceived benefits to being a reporting company with a
class of publicly-traded securities. These are commonly thought to include the
following:
* the ability to use registered securities to make acquisitions of
assets or businesses;
* increased visibility in the financial community;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in raising capital;
* compensation of key employees through stock options for which there
may be a market valuation;
* enhanced corporate image; and
* a presence in the United States' capital markets.
POTENTIAL TARGET COMPANIES
A business entity that may be interested in a business combination with the
Company may include the following:
* a company for which a primary purpose of becoming a public company is
the use of is securities for the acquisition of assets or business;
* a company that is unable to find an underwriter of its securities or
is unable to find an underwriter of securities on terms acceptable to
it;
* a company that believes it will be able to obtain investment capital
on more favorable terms after it has become public;
* a foreign company that may wish an initial entry into the United
States' securities markets;
* a special situation company, such as a company seeking a public market
to satisfy redemption requirements under a qualified Employees Stock
Option Plan; and
* a company seeking one or more of the other perceived benefits of
becoming a public company.
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The analysis of new business opportunities will be undertaken by or under
the supervision of our officers, directors, accountants and legal counsel. We
will have unrestricted flexibility in seeking, analyzing and participating in
potential business opportunities. In our efforts to analyze potential
acquisition targets, we will consider the following kinds of factors:
* potential for growth, indicated by new technology, anticipated market
expansion or new products or services;
* competitive position as compared to other firms of similar size and
experience within the industry segment, as well as within the industry
as a whole;
* strength and diversity of management, either in place or scheduled for
recruitment;
* capital requirements and anticipated availability of required funds,
to be provided by the Company or from operations, through the sale of
additional securities, through joint ventures or similar arrangements
or from other sources;
* the cost of participation by the Company as compared to the perceived
tangible and intangible values and potentials;
* the extent to which the business opportunity can be advanced;
* the accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items;
and
* other factors deemed to be relevant by our management team, which
currently consists solely of Mr. Keaveney.
In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to our limited financial resources
available for investigation, we may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.
No assurances can be given that the Company will be able to enter into a
business combination of any nature.
FORM OF ACQUISITION
The manner in which the Company participates in an opportunity will depend
upon the nature of the opportunity, the respective needs and desires of the
Company and the promoters of the opportunity and the relative negotiating
strength of the Company and such promoters.
37
It is likely that the Company will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax-free" reorganization under
Section 368(a) (1) of the Internal Revenue Code of 1986, as amended ("Code"),
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax-free" provisions provided
under the Code, our shareholders would, in such circumstances, retain 20% or
less of the total issued and outstanding shares of the Company. Under other
circumstances, depending upon the relative negotiating strength of the parties,
our shareholders may retain substantially less than 20% of the total issued and
outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were shareholders of the Company
prior to such reorganization.
Our present shareholders will likely not have control of a majority of our
voting shares following a reorganization transaction. As part of such a
transaction, all or a majority of the officers and directors may resign and new
officers and directors may be appointed without any vote by our shareholders.
In the case of an acquisition, the transaction may be accomplished upon the
sole determination of management without any vote or approval by shareholders.
In the case of a statutory merger or consolidation directly involving the
Company, it will likely be necessary to call a shareholders' meeting and obtain
the approval of the holders of a majority of the outstanding shares. The
necessity to obtain such stockholder approval may result in delay and additional
expense in the consummation of any proposed transaction and will also give rise
to certain appraisal right to dissenting shareholders. Most likely, management
will seek to structure any such transaction so as not to require stockholder
approval.
It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosures
documents and other instruments will require substantial management time and
attention and substantial cost for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in
the loss to the Company of the related costs incurred.
We presently have no employees other than David Keaveney. Our officer and
sole director is engaged in outside business activities and anticipates he will
devote to our business very limited time until the acquisition of a successful
business opportunity has been identified. We expect no significant changes in
the number of our employees other than such changes, if any, incident to a
business combination.
Although our management has not taken any preliminary steps to consummate a
business combination, we anticipate beginning our search for viable business
combination targets once we become a fully reporting company with the U.S.
Securities and Exchange Commission. We believe there are many valuable resources
we can reach out to in order to identify potential targets including, but not
limited to, business brokers, networking web sites, conferences, business
professionals and direct contacts by our management with business owners with
whom Mr. Keaveney is familiar.
38
COMPETITIVE CONDITIONS
We are in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination. In reality, it might be more
feasible for a privately held company to file its own Form 10 registration
statement to become a fully reporting company than to give up ownership to the
Company by entering into a business combination with us.
In the event we are successful in identifying a private company that is
interested in combining with us, the private company will have to provide us
with a lot of information related to its business history, prospects, financial
condition, management and have books and records that are auditable without
undue time and expense. Upon entry into a definitive agreement with a target, we
will have to file a Form 8-K describing the proposed transaction, that the
proposed transaction will result in a change in control of our Company and
include audited financial statements of the combined entity as an exhibit to the
Form 8-K or in an amendment to the Form 8-K.
We believe that Mr. Keaveney's experience in dealing with reporting
companies will be attractive to some private companies, since he has prepared or
assisted in the preparation of numerous Form 10-Ks, Form 10-Qs, Form 8-Ks, press
releases. Mr. Keaveney also has experience in working with auditors and
securities counsel, applying for CUSIP Bureau numbers and filing of form
15c-211s that could save the potential target and the combined entity
substantial amounts of time and money.
We are voluntarily filing this Registration Statement with the U.S.
Securities and Exchange Commission and we are under no obligation to do so under
the Securities Exchange Act of 1934.
REPORTS TO SECURITY HOLDERS
1. We will be subject to the informational requirements of the Exchange
Act. Accordingly, we will file annual, quarterly and periodic reports,
proxy statements, information statements and other information with
the SEC.
2. The public may read and copy any materials the Company files with the
SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580,
Washington, D.C. 20549. The public may call the SEC at 1-800-SEC-0330
for further information on the Public Reference Room. Our SEC filings
will also be available to the public at the SEC's web site at
http://www.sec.gov.
BUSINESS AND LEGAL DEVELOPMENTS REGARDING CLIMATE CHANGE
We do not believe our business will be affected by business and legal
developments regarding climate change. However, in the event we acquire or merge
with a business that could be affected by business and legal developments
regarding climate change, we will certainly analyze such factors and their
potential or actual impact on our future business.
39
DESCRIPTION OF PROPERTY
We do not own or lease any real estate.
SUBSIDIARIES
We have no subsidiaries.
EMPLOYEES
The Company has one part time employee, David W. Keaveney, our President
and Chief Executive Officer. Mr. Keaveney is devoting part, but not all, of his
time to the Company. The Company believes it has an excellent relationship with
its employee. Our sole employee is not represented by a labor union.
Currently, we do not have any employment agreements with any of our
officers, directors or employees. We may offer employment agreements to our
executive officers in the future.
LEGAL PROCEEDINGS
We are not a party to any legal proceedings and are not aware of any
threatened litigation.
40
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING STATEMENTS
This prospectus contains forward looking statements. These statements
relate to future events or future financial performance and involve known and
unknown risks, uncertainties and other factors that may cause Meiguo Ventures or
our industry's actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by the forward looking
statements.
In some cases, you can identify forward looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or the negative of these terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially. Although we believe that the expectations
reflected in the forward looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. We are under no
duty to update any of the forward looking statements after the date of this
prospectus to confirm our prior statements to actual results.
Further, this prospectus contains forward looking statements that involve
substantial risks and uncertainties. Such statements include, without
limitation, all statements as to expectation or belief and statements as to our
future results of operations, the progress of any research, product development
and clinical programs, the need for, and timing of, additional capital and
capital expenditures, partnering prospects, the protection of and the need for
additional intellectual property rights, effects of regulations, the need for
additional facilities and potential market opportunities. Our actual results may
vary materially from those contained in such forward looking statements because
of risks to which we are subject, such as lack of available funding, competition
from third parties, intellectual property rights of third parties, litigation
and other risks to which we are subject.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF MEIGUO VENTURES, INC. FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2010 AND FOR THE FISCAL YEARS ENDED DECEMBER 31, 2009 AND 2008,
SHOULD BE READ IN CONJUNCTION WITH THE UNAUDITED AND AUDITED FINANCIAL
STATEMENTS, AND THE NOTES TO THOSE FINANCIAL STATEMENTS THAT ARE INCLUDED
ELSEWHERE IN THIS PROSPECTUS. REFERENCES TO "WE," "OUR," OR "US" IN THIS SECTION
REFERS TO THE COMPANY AND ITS SUBSIDIARIES. OUR DISCUSSION INCLUDES
FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE RISKS
AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS.
ACTUAL RESULTS AND THE TIMING OF EVENTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF
FACTORS, INCLUDING THOSE SET FORTH UNDER THE RISK FACTORS, FORWARD-LOOKING
STATEMENTS AND BUSINESS SECTIONS IN THIS PROSPECTUS. WE USE WORDS SUCH AS
"ANTICIPATE," "ESTIMATE," "PLAN," "PROJECT," "CONTINUING," "ONGOING," "EXPECT,"
"BELIEVE," "INTEND," "MAY," "WILL," "SHOULD," "COULD," AND SIMILAR EXPRESSIONS
TO IDENTIFY FORWARD-LOOKING STATEMENTS.
OVERVIEW
We were organized as a vehicle to investigate and, if such investigation
warrants, merge or acquire a target company or business seeking the perceived
advantages of being a publicly held corporation. As of the date of this
prospectus, we have no particular acquisitions in mind and have not entered into
any negotiations with respect to the possibility of a merger or acquisition
between us and such other company.
41
If we consummate a business combination, we will use our best efforts to
have our stock quoted on the OTC Bulletin Board (the "OTCBB"), and anticipate
that our common stock will be eligible to trade on the OTCBB subsequent to such
business combination. In addition, subsequent to such business combination, we
may seek the listing of our common stock on any of the several NASDAQ markets or
the American Stock Exchange, either immediately after such business combination
or sometime in the future. There can be no assurance that after we consummate a
business combination we will be quoted on the OTCBB or be able to meet the
initial listing standards of any stock exchange or quotation service, or that we
will be able to maintain a listing of our common stock on any of those or any
other stock exchange or quotation service.
Our principal business objective for the next twelve (12) months and beyond
such time will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. We will not restrict
our potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.
We do not currently engage in any business activities. We do not currently
have any cash flow. The costs of investigating and analyzing business
combinations for the next twelve (12) months and beyond such time will be paid
with money in our treasury or will be loaned to or invested in us by our
shareholders, management or other investors. There can be no assurance that we
will be able to obtain any additional money for our treasury should it become
necessary. We have raised capital which we believe will be sufficient until we
consummate a merger or other business combination. If not, we will either cease
operations or will need to raise additional capital through the issuance of
additional shares or through debt. There is no existing commitment to provide
additional capital, and there can be no assurance that we shall be able to
receive additional financing.
During the next twelve (12) months we anticipate incurring costs related
to:
(i) filing of Exchange Act reports, and
(ii) costs relating to consummating a merger or acquisition.
We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
None of our officers or directors has had any preliminary contact or
discussions with any representative of any other entity regarding a business
combination with us. Any target business which is selected by us may be a
financially unstable company or an entity in its early stages of development or
growth, including entities without established records of revenues or earnings.
In that event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.
Our management anticipates that it will likely be able to effect only one
business combination, due primarily to our limited financing, and the dilution
of interest for present and prospective shareholders, which is likely to occur
as a result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
42
We intend to seek to carry out our business plan as discussed herein. In
order to do so, we need to pay ongoing expenses, including particularly
accounting fees incurred in conjunction with preparation and filing of this
prospectus, and in conjunction with future compliance with its on-going
reporting obligations. Although we have raised capital pursuant to a private
offering to pay these anticipated expenses, we may not have sufficient funds to
pay all or a portion of such expenses. If we fail to pay such expenses, we have
not identified any alternative sources. We have raised capital which we believe
will be sufficient until we consummate a merger or other business combination.
If not, we will either cease operations or we will need to raise additional
capital through the issuance of additional shares or through debt. There is no
existing commitment to provide additional capital. There can be no assurance
that we shall be able to receive additional financing
We do not intend to make any loans to any prospective merger or acquisition
candidates or unaffiliated third parties. We have adopted a policy that we will
not seek an acquisition or merger with any entity in which any of our officers,
directors, and controlling shareholders or any affiliate or associate serves as
an officer or director or holds any ownership interest.
We anticipate that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking the perceived benefits
of becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or
improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
We do not currently intend to retain any entity to act as a finder to
identify and analyze the merits of potential target businesses. However, we
presently contemplate that Michael Zaroff, one of our officers, directors and
controlling shareholders, may introduce potential business combinations to us.
No finder's fees will be paid to Mr. Zaroff.
After this prospectus is declared effective by the Commission, our officers
and directors intend to contact a number of registered broker-dealers to advise
them of our existence and to determine if any companies or businesses they
represent have an interest in considering a merger or acquisition with us.
Business opportunities may also come to our attention from various sources,
including professional advisers such as attorneys and accountants, venture
capitalists, members of the financial community, and others who may present
unsolicited proposals. If such person is not a registered broker-dealer, we will
not pay any fees unless legally permitted to do so. All securities transactions
effected in connection with our business plan as described in this prospectus
will be conducted through or effected by a registered broker-dealer.
As to date there have been no discussions, agreements or understandings
with any broker-dealers or finders regarding our search for business
opportunities. Our management is not affiliated with any broker-dealers, and has
not in the past retained a broker-dealer to search for business opportunities.
In the event of a successful acquisition or merger, we may pay a finder's
fee, in the form of cash or common stock in the merged entity retained by us, to
individuals or entities legally authorized to do so, if such payments are
permitted under applicable federal and state securities law. The amount of any
43
finder's fee will be subject to negotiation, and cannot be estimated at this
time, but is expected to be comparable to consideration normally paid in like
transactions. Management believes that such fees are customarily between 1% and
5% of the size of the transaction, based upon a sliding scale of the amount
involved. Such fees are typically in the range of 5% on a $1,000,000 transaction
ratably down to 1% in a $4,000,000 transaction. Any cash finder's fee earned
will need to be paid by the prospective merger or acquisition candidate, because
we do not have sufficient cash assets with which to pay any such obligation. If
we are required pursuant to applicable federal or state securities laws, any
finder retained by us will be a registered broker-dealer, who shall be
compensated solely in accordance with the NASD regulations. No fees of any kind
will be paid by us to our promoters and management or to our associates or
affiliates.
We may merge with a company which has retained one or more consultants or
outside advisors. In such situation, we expect that the business opportunity
will compensate the consultant or outside advisor. As of the date of this
filing, there have been no discussions, agreements or understandings with any
third-parties or with any representatives of the owners of any business or
company regarding the possibility of a merger or acquisition between us and such
other company. Consequently, we are unable to predict how the amount of such
compensation will be calculated at this time. It is anticipated that any finder
which the target company retains would likely be a registered broker-dealer.
We will not restrict our search to any specific kind of firm, but may
acquire a venture which is in its preliminary or development stage, one which is
already in operation, or in a more mature stage of its corporate existence. The
acquired business may desire to have its shares publicly traded, or may seek
other perceived advantages which we may be able to offer by virtue of being a
public shell with no liabilities, which shall be up to date in its reporting
requirements, which management anticipates shall be eligible for trading on the
OTC Bulletin Board subsequent to such Business Combination Transaction, and
which shall be in good standing in the United States and the State of Delaware.
There are no existing loan arrangements or arrangements for any financing
whatsoever relating to any business opportunities.
This offering is being conducted pursuant to Rule 419 of the Securities
Act. Accordingly, if and when any sale of securities is made by a selling
stockholder prior to our entry into a merger, acquisition, or similar
transaction (hereinafter collectively referred to as a "Business Combination
Transaction"), the selling shareholders shall be required to enter into an
escrow agreement as a condition of the sale prior to the consummation of the
sale, and the securities being sold and the purchase price for the securities
being sold (the purchasers of those shares are hereinafter referred to as the
"Purchasers") shall promptly be placed into escrow with an insured depository
institution.
When we become aware that our entry into a Business Combination Transaction
has become probable, we shall file an amendment to this registration statement
with the SEC suspending this offering, and shall notify the selling shareholders
that this offering is being suspended. If the potential Business Combination
Transaction is not consummated, this offering shall be resumed, and the selling
shareholders may sell shares again pursuant to this offering.
When we have entered into an agreement for a Business Combination
Transaction with one or more businesses (the "Targets"), we shall file an
amendment to this registration statement and send the Purchasers, if any,
extensive information with respect to the Targets including, but not limited to,
audited financial statements, and each Purchaser shall have a period of forty
five (45) business days after the effective date of that amendment (the end of
such period, the "Deadline") in which to inform us if he, she or it wishes to
44
remain an investor in our company subsequent to the closing of the Business
Combination Transaction. If a Purchaser informs us on, or prior to, the Deadline
that he, she or it wishes to remain an investor in our company subsequent to the
closing of the Business Combination Transaction, then, after the Business
Combination Transaction is complete, which will be at least forty five (45)
business days after the date upon which the SEC declares the amendment
effective, we shall release the shares purchased by him, her or it to him, her
or it and release from escrow the funds he, she or it paid for such shares, plus
any interest or dividends which have been paid thereon during the period while
such funds were held in escrow, to the selling stockholder from whom he, she or
it purchased those shares. If a Purchaser fails to inform us on, or prior to,
the Deadline that he, she or it wishes to remain an investor in our company
subsequent to the closing of the Business Combination Transaction, his, her or
its escrow funds, plus any interest or dividends thereon, shall be returned to
him, her or it within five (5) business days after the forty fifth (45th)
business day following the effective date of that amendment, and his, her or its
shares shall be returned to the selling stockholder from whom he, she or it
purchased his, her or its shares.
Subsequent to consummating such Business Combination Transaction and the
effective date of the amendment to this registration statement, we would no
longer be deemed to be a shell company, and shares could be transferred without
complying with the provisions of Rule 419.
If any selling shareholders sold any shares to Purchasers, and we have not
consummated a Business Combination Transaction within eighteen (18) months after
the effective date of this registration statement, all escrow funds shall be
returned to the Purchasers, plus any interest or dividends thereon, all of the
shares held in escrow shall be returned to the selling shareholders from whom
those Purchasers purchased them and we shall file a post-effective amendment to
this registration statement removing the securities from registration and
terminating the offering, in which event the shares would not be able to be sold
unless they are registered or unless a valid exemption from registration is then
available; please note that shares of a blank check company cannot be sold
pursuant to Rule 144. In view of the fact that the escrow funds shall either be
released to the selling shareholders or returned to the Purchasers, we shall not
receive any funds from this offering.
If there are no sales of securities pursuant to this offering within
eighteen (18) months after the date the SEC declares this registration statement
effective, no funds or securities shall be placed in escrow, and we will file an
amendment to this registration statement with the SEC removing the shares from
registration and, subject to the next paragraph, terminating this offering, in
which event the shares cannot be sold unless they are registered or unless a
valid exemption from registration is then available; please note that shares of
a blank check company cannot be sold pursuant to Rule 144.
If there are no sales pursuant to this offering, we may enter into a
Business Combination Transaction at any time, regardless of whether prior to, or
subsequent to, eighteen (18) months after the effective date of this
registration statement; provided, however, that if there are no sales of
securities pursuant to this offering, and during said 18 month period we become
aware that a business combination is probable, we shall suspend this offering,
and shall notify the selling shareholders that this offering is being suspended.
If the potential Business Combination Transaction is not consummated, this
offering shall be resumed, and the selling shareholders may sell shares again
pursuant to this offering.
45
If there are no sales pursuant to this offering, then after we consummate a
Business Combination Transaction, we shall file a Form 8-K with the Securities
and Exchange Commission containing extensive information as required by SEC
regulations with respect to the Target(s), including, but not limited to,
audited financial statements. Subsequent to consummating such Business
Combination Transaction, we would no longer be deemed to be a shell company, and
the provisions of Rule 419 with respect to escrow of funds, and purchasers'
opportunity to receive a return of their investment funds if they did not
approve of the acquisition would not be applicable. If the potential Business
Combination Transaction is not consummated during the eighteen (18) month
period, we will file an amendment to this registration statement with the SEC
removing the shares from registration and terminating this offering, in which
event the shares would not be able to be sold unless they are registered or
unless a valid exemption from registration is then available.
If any shares are sold pursuant to this offering, the funds from those
sales would be received by the selling shareholders if the Purchasers of those
shares approve of a Business Combination Transaction completed prior to eighteen
(18) months after the effective date of this registration statement. Such funds
would be returned to the Purchasers either if they do not approve of the
Business Combination Transaction or if we do not complete a Business Combination
Transaction within such eighteen (18) month period. In view of the fact that we
will not receive any funds from this offering regardless of (A) the number of
shares sold pursuant to this offering or (B) if shares are sold pursuant to this
offering, regardless of whether any or all Purchasers of shares approve of a
Business Combination Transaction which we enter into within such eighteen (18)
month period, if any or all Purchasers' fail to approve such transaction or if
there are few or no sales pursuant to this offering, we would not be prevented
from entering into or completing such transaction, and would then return the
funds held in escrow to any Purchasers who failed to approve such transaction.
Our ability to enter into and complete a Business Combination Transaction will
depend upon factors including (A) our status as a public company, and (B) our
ability to become quoted on quotation services such as the OTC Bulletin Board
subsequent to such Business Combination Transaction and will not be affected by
the number of shares sold pursuant to this offering or by Purchasers' decisions
to remain investors in our company subsequent to a Business Combination
Transaction or to seek the return of their escrow funds. The funds raised from
any sales pursuant to this offering when released from escrow would be paid to
the selling shareholders and not to us. Therefore, the return of any funds to
the purchasers of shares pursuant to this offering would not affect us, because
we would never receive such funds in any case.
We may merge with a company which has retained one or more consultants or
outside advisors. In such situation, we expect that the business opportunity
will compensate the consultant or outside advisor. As of the date of this
filing, there have been no discussions, agreements or understandings with any
third-parties or with any representatives of the owners of any business or
company regarding the possibility of a merger or acquisition between us and such
other company. Consequently, we are unable to predict how the amount of such
compensation will be calculated at this time. It is anticipated that any finder
which the target company retains would likely be a registered broker-dealer.
We will not restrict our search to any specific kind of firm, but may
acquire a venture which is in its preliminary or development stage, one which is
already in operation, or in a more mature stage of its corporate existence. The
acquired business may desire to have its shares publicly traded, or may seek
other perceived advantages which we may be able to offer by virtue of being a
46
public shell with no liabilities, which shall be up to date in its reporting
requirements, which management anticipates shall be eligible for trading on the
OTC Bulletin Board subsequent to such Business Combination Transaction, and
which shall be in good standing in the United States and the State of Delaware.
There are no existing loan arrangements or arrangements for any financing
whatsoever relating to any business opportunities.
This offering is being conducted pursuant to Rule 419 of the Securities
Act. Accordingly, if and when any sale of securities is made by a selling
stockholder prior to our entry into a merger, acquisition, or similar
transaction (hereinafter collectively referred to as a "Business Combination
Transaction"), the selling shareholders shall be required to enter into an
escrow agreement as a condition of the sale prior to the consummation of the
sale, and the securities being sold and the purchase price for the securities
being sold (the purchasers of those shares are hereinafter referred to as the
"Purchasers") shall promptly be placed into escrow with an insured depository
institution.
When we become aware that our entry into a Business Combination Transaction
has become probable, we shall file an amendment to this registration statement
with the SEC suspending this offering, and shall notify the selling shareholders
that this offering is being suspended. If the potential Business Combination
Transaction is not consummated, this offering shall be resumed, and the selling
shareholders may sell shares again pursuant to this offering.
When we have entered into an agreement for a Business Combination
Transaction with one or more businesses (the "Targets"), we shall file an
amendment to this registration statement and send the Purchasers, if any,
extensive information with respect to the Targets including, but not limited to,
audited financial statements, and each Purchaser shall have a period of forty
five (45) business days after the effective date of that amendment (the end of
such period, the "Deadline") in which to inform us if he, she or it wishes to
remain an investor in our company subsequent to the closing of the Business
Combination Transaction. If a Purchaser informs us on, or prior to, the Deadline
that he, she or it wishes to remain an investor in our company subsequent to the
closing of the Business Combination Transaction, then, after the Business
Combination Transaction is complete, which will be at least forty five (45)
business days after the date upon which the SEC declares the amendment
effective, we shall release the shares purchased by him, her or it to him, her
or it and release from escrow the funds he, she or it paid for such shares, plus
any interest or dividends which have been paid thereon during the period while
such funds were held in escrow, to the selling stockholder from whom he, she or
it purchased those shares. If a Purchaser fails to inform us on, or prior to,
the Deadline that he, she or it wishes to remain an investor in our company
subsequent to the closing of the Business Combination Transaction, his, her or
its escrow funds, plus any interest or dividends thereon, shall be returned to
him, her or it within five (5) business days after the forty fifth (45th)
business day following the effective date of that amendment, and his, her or its
shares shall be returned to the selling stockholder from whom he, she or it
purchased his, her or its shares.
Subsequent to consummating such Business Combination Transaction and the
effective date of the amendment to this registration statement, we would no
longer be deemed to be a shell company, and shares could be transferred without
complying with the provisions of Rule 419.
If any selling shareholders sold any shares to Purchasers, and we have not
consummated a Business Combination Transaction within eighteen (18) months after
the effective date of this registration statement, all escrow funds shall be
returned to the Purchasers, plus any interest or dividends thereon, all of the
shares held in escrow shall be returned to the selling shareholders from whom
47
those Purchasers purchased them and we shall file a post-effective amendment to
this registration statement removing the securities from registration and
terminating the offering, in which event the shares would not be able to be sold
unless they are registered or unless a valid exemption from registration is then
available; please note that shares of a blank check company cannot be sold
pursuant to Rule 144. In view of the fact that the escrow funds shall either be
released to the selling shareholders or returned to the Purchasers, we shall not
receive any funds from this offering.
If there are no sales of securities pursuant to this offering within
eighteen (18) months after the date the SEC declares this registration statement
effective, no funds or securities shall be placed in escrow, and we will file an
amendment to this registration statement with the SEC removing the shares from
registration and, subject to the next paragraph, terminating this offering, in
which event the shares cannot be sold unless they are registered or unless a
valid exemption from registration is then available; please note that shares of
a blank check company cannot be sold pursuant to Rule 144.
If there are no sales pursuant to this offering, we may enter into a
Business Combination Transaction at any time, regardless of whether prior to, or
subsequent to, eighteen (18) months after the effective date of this
registration statement; provided, however, that if there are no sales of
securities pursuant to this offering, and during said 18 month period we become
aware that a business combination is probable, we shall suspend this offering,
and shall notify the selling shareholders that this offering is being suspended.
If the potential Business Combination Transaction is not consummated, this
offering shall be resumed, and the selling shareholders may sell shares again
pursuant to this offering.
If there are no sales pursuant to this offering, then after we consummate a
Business Combination Transaction, we shall file a Form 8-K with the Securities
and Exchange Commission containing extensive information as required by SEC
regulations with respect to the Target(s), including, but not limited to,
audited financial statements. Subsequent to consummating such Business
Combination Transaction, we would no longer be deemed to be a shell company, and
the provisions of Rule 419 with respect to escrow of funds, and purchasers'
opportunity to receive a return of their investment funds if they did not
approve of the acquisition would not be applicable. If the potential Business
Combination Transaction is not consummated during the eighteen (18) month
period, we will file an amendment to this registration statement with the SEC
removing the shares from registration and terminating this offering, in which
event the shares would not be able to be sold unless they are registered or
unless a valid exemption from registration is then available.
If any shares are sold pursuant to this offering, the funds from those
sales would be received by the selling shareholders if the Purchasers of those
shares approve of a Business Combination Transaction completed prior to eighteen
(18) months after the effective date of this registration statement. Such funds
would be returned to the Purchasers either if they do not approve of the
Business Combination Transaction or if we do not complete a Business Combination
Transaction within such eighteen (18) month period. In view of the fact that we
will not receive any funds from this offering regardless of (A) the number of
shares sold pursuant to this offering or (B) if shares are sold pursuant to this
offering, regardless of whether any or all Purchasers of shares approve of a
Business Combination Transaction which we enter into within such eighteen (18)
month period, if any or all Purchasers' fail to approve such transaction or if
48
there are few or no sales pursuant to this offering, we would not be prevented
from entering into or completing such transaction, and would then return the
funds held in escrow to any Purchasers who failed to approve such transaction.
Our ability to enter into and complete a Business Combination Transaction will
depend upon factors including (A) our status as a public company, and (B) our
ability to become quoted on quotation services such as the OTC Bulletin Board
subsequent to such Business Combination Transaction and will not be affected by
the number of shares sold pursuant to this offering or by Purchasers' decisions
to remain investors in our company subsequent to a Business Combination
Transaction or to seek the return of their escrow funds. The funds raised from
any sales pursuant to this offering when released from escrow would be paid to
the selling shareholders and not to us. Therefore, the return of any funds to
the purchasers of shares pursuant to this offering would not affect us, because
we would never receive such funds in any case.
BUSINESS DEVELOPMENT
Meiguo Ventures I, Inc. ("Company") was incorporated in the State of
Delaware on October 31, 2008. The Company has been in the developmental stage
since inception and has conducted virtually no business operations. The Company
has no full-time employees and owns no real estate or personal property. The
Company was formed as a vehicle to pursue a business combination and has made no
efforts to identify a possible business combination. As a result, the Company
has not conducted negotiations or entered into a letter of intent concerning any
target business. The business purpose of the Company is to seek the acquisition
of, or merger with, an existing company. We have a minimal amount of cash. The
Independent Auditor's Report to our financial statements for the period from
October 31, 2008 (Inception) to December 31, 2009, included in this prospectus,
indicates that there are a number of factors that raise substantial doubt about
our ability to continue as a going concern. Such doubts identified in the report
include the fact (i) that we have not established any source of revenue to cover
our operating costs; (ii) that we will engage in very limited activities without
incurring any liabilities that must be satisfied in cash until a source of
funding is secured; (iii) that we will offer noncash consideration and seek
equity lines as a means of financing our operations; (iv) that if we are unable
to obtain revenue producing contracts or financing or if the revenue or
financing we do obtain is insufficient to cover any operating losses we may
incur, we may substantially curtail or terminate our operations or seek other
business opportunities through strategic alliances, acquisitions or other
arrangements that may dilute the interests of existing shareholders.
BUSINESS OF ISSUER
The Company, based on our proposed business activities, is a "blank check"
company. The U.S. Securities and Exchange Commission ("SEC") defines those
companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3 (a) (51) of the Exchange Act of 1934, as amended
("Exchange Act") and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies. Under Rule 12b-2 promulgated under the Exchange Act, the Company will
be deemed to be a "shell company," because it has no or nominal assets (other
than cash) and no or nominal operations. Many states have enacted statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
Because we are a "blank check" company, all shares currently bear a
restrictive legend and cannot be sold without registration or an exemption from
registration. Also, all of our shareholders have entered into an escrow
agreement. Any stockholder who desires to sell his or her shares prior to our
49
entering into a Business Combination Transaction must notify us. We will then
determine if the broker dealer arranged for the sale to comply with the
applicable "Blue Sky" laws. If all applicable "Blue Sky" laws have been
satisfied, the shares to be sold and the funds to be received from prospective
purchasers of said shares will then be placed in an escrow account with the
Wilmington Trust Company, an insured depository institution. Any dividends
earned by the prospective purchasers while the shares are being held will also
be placed in the escrow account. These funds or shares will be held in escrow
until an acquisition meeting the criteria specified in and conducted pursuant to
Rule 419 is completed. We have paid the applicable escrow fees.
The Company was organized to provide a method for a foreign or domestic
privately held company to become a reporting company whose securities are
qualified for trading in the United States securities markets, such as the New
York Stock Exchange ("NYSE"), NASDAQ, American Stock Exchange ("AMEX") or the
OTC Bulletin Board, and, as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held reporting company. The Company's principal business
objective for the next 12 months and beyond will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific industry or geographical location and, thus,
may acquire or merge with any type of business, domestic or foreign.
Since we have only one officer and director, David W. Keaveney, the
analysis of new business opportunities will be undertaken by and under the
supervision of our Mr. Keaveney. As of the date of this filing, we have not
entered into any definitive agreement with any party, nor have there been any
specific discussions with any potential business combination candidate regarding
business opportunities for the Company. We have unrestricted flexibility in
seeking, analyzing and participating in potential business opportunities.
However, we have a nominal amount of cash at this time and no plan to raise
additional money through the sale of equity or borrow money from a traditional
lending source. Mr. Keaveney has verbally committed to the Company that he will
fund the costs of preparing the Company's Exchange Act reports (Form 10-Ks, Form
10-Qs, Form 8-Ks) for the current fiscal year ending December 31, 2010 if the
Company's then current amount of cash is insufficient. However, Mr. Keaveney has
not committed to pay such costs beyond the preparation of the Form 10-K for the
fiscal year ending December 31, 2010. In the event that Mr. Keaveney fails to
pay such costs and the Company's then current amount of cash is insufficient,
the Company's common stock would likely be limited to quotation on the Pink
Sheets and no market for the common stock would develop or, if a market did
develop, the market for our common stock would not exist for very long.
Investors in our common stock could lose part or all of their investment in our
shares.
FINANCIAL RESULTS AND OUTLOOK
From it's inception on October 31, 2008, the Company has been funded by its sole
officer and director and from proceeds from the issuance of equity securities.
We have generated no revenues or profits through September 30, 2010. We also
have very little operating history upon which an evaluation of our future
success or failure can be made. As of September 30, 2010, we had incurred a net
loss of approximately $36,596 since inception.
From December 2009, until March 23, 2010, we issued an aggregate of
2,932,559 shares to a total of 54 investors at a purchase price of $.01 per
share for an aggregate amount of $29,325.
We have generated no revenue since inception and our loss from operations was
$33,339 for the nine months ended September 30, 2010. There was no activity in
the Company for the nine months ended September 30, 2009. Net cash used by
operating activities was $30,739 and net cash provided by financing activities
50
was $32,545 for the nine months ended September 30, 2010. The Company's cash
balance at September 30, 2010 was $4,319.
Since the Company's principal business objective for the next 12 months and
beyond will be to achieve long-term growth potential through a combination with
a business rather than immediate, short-term earnings, the Company may have a
sufficient amount of cash on hand in order to achieve our objective. Additional
funding may be required from our sole officer and director and, if necessary,
proceeds from the issuance of equity securities.
CRITICAL ACCOUNTING POLICIES
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in ASC 915, "Development Stage
Entities." Among the disclosures required by ASC 915, are that the Company's
financial statements be identified as those of a development stage company, and
that the statements of operations, shareholders' equity and cash flows disclose
activity since the date of the Company's inception. The Company has elected a
fiscal year ending on December 31.
In April 2009, the FASB issued FASB ASC 825-10-50 and FASB ASC 270 ("FSP
107-1 AND APB 28-1 Interim Disclosures About Fair Value Of Financial
Instruments"), which increases the frequency of fair value disclosures to a
quarterly basis instead of on an annual basis. The guidance relates to fair
value disclosures for any financial instruments that are not currently reflected
on an entity's balance sheet at fair value. FASB ASC 825-10-50 and FASB ASC 270
are effective for interim and annual periods ending after June 15, 2009. The
adoption of FASB ASC 825-10-50 and FASB ASC 270 did not have a material impact
on results of operations, cash flows, or financial position.
We account for non-employee stock-based compensation in accordance with ASC
718 and ASC Topic 505 ("ASC 505"). ASC 718 and ASC 505 require that we recognize
compensation expense based on the estimated fair value of stock-based
compensation granted to non-employees over the vesting period, which is
generally the period during which services are rendered by the non-employees.
Income Taxes - The Company accounts for its income taxes under the
provisions of FASB-ASC-10 "Accounting for Income Taxes." This statement requires
the use of the asset and liability method of accounting for deferred income
taxes. Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax reporting purposes, at
the applicable enacted tax rates. The Company provides a valuation allowance
against its deferred tax assets when the future realizability of the assets is
no longer considered to be more likely than not. There were no current or
deferred income tax expenses or benefits due to the Company not having any
material operations for the period from October 31, 2008 (Inception) through
September 30, 2010.
Earnings per share is computed in accordance with the provisions of
Financial Accounting Standards (FASB) Accounting Standards Codification (ASC)
Topic 260 (SFAS No. 128, "Earnings Per Share"). Basic net income (loss) per
share is computed using the weighted-average number of common shares outstanding
during the period. Diluted earnings per share is computed using the
weighted-average number of common shares outstanding during the period, as
adjusted for the dilutive effect of the Company's outstanding convertible
preferred shares using the "if converted" method and dilutive potential common
shares. Potentially dilutive securities include warrants, convertible preferred
stock, restricted shares, and contingently issuable shares.
51
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2009, the FASB issued FASB ASC 855-10 (prior authoritative
literature, FSB No. FAS 165, "Subsequent Events"). FASB ASC 855-10 established
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued. FASB ASC
855-10 is effective for interim or annual financial periods ending after June
15, 2009. FASB ASC 855-10 did not have a material effect on the financial
position, cash flows, or results of operations.
In June 2009, the FASB issued FASB ASC 105-10 (prior authoritative
literature, FSB No. FAS 168, "The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB
Statement No. 162). FASB ASC 105-10 replaces SFAS 162 and establishes the FASB
Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. FASB ASC 105-10
is effective for financial statements issued for interim and annual periods
ending after September 15, 2009. As such, the Company is required to adopt this
standard in the current period. Adoption of FASB ASC 105-10 did not have a
significant effect on the Company's consolidated financial statements.
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
COMPARISON OF THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2010 AND 2009
There was no activity in the Company for the three month period ending
September 30, 2009.
GENERAL AND ADMINISTRATION EXPENSES
General and administration expenses consist primarily of professional fees
and other general and administrative expenses.
Other General and Administrative Expenses. Other general and administrative
expenses consist of filing fees and bank service charges. Filing fees totaled
$628 for the three month period ended September 30, 2010.
NET LOSS
Our net loss was $628 for the three month period ended September 30, 2010
due to the general and administration expenses listed above.
COMPARISON OF THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2010 AND 2009
There was no activity in the Company for the nine month period ending
September 30, 2009.
GENERAL AND ADMINISTRATION EXPENSES
General and administration expenses consist primarily of professional fees
and other general and administrative expenses.
Professional Fees. Professional fees consist of fees paid to our
independent accountants, lawyers and other professionals and consultants.
Professional fees totaled $30,003 for the nine month period ended September 30,
2010 and consisted of $12,253 in legal fees, $3,750 in audit fees and $14,000 in
consulting fees. These expenses related to the Company's prospectus, sale of
securities, audits, reviews and general consulting fees paid.
Other General and Administrative Expenses. Other general and administrative
expenses consist of filing fees and bank service charges. Filing fees totaled
$2,001 and bank charges totaled $1,335 for the nine month period ended September
30, 2010.
52
NET LOSS
Our net loss was $33,339 for the nine month period ended September 30, 2010
due to the general and administration expenses listed above.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have funded our operations primarily through the
private sales of equity securities during the period from December 2009 until
March 23, 2010, when we issued an aggregate of 2,932,559 shares for an aggregate
amount of $29,325. In addition, our sole officer has advanced a total of $5,890
to the Company for working capital requirements during the period from October
31, 2008 (Inception) to September 30, 2010.
As of September 30, 2010, we had cash and cash equivalents of $4,319.
Net cash used by operating activities was $30,739 for the nine months ended
September 30, 2010 and was comprised of our net loss of $33,339, an increase in
accrued expenses of $600 and common stock issued for legal services valued at
$2,000.
Net cash provided by financing activities was $32,545 for the nine months
ended September 30, 2010, consisting of 2,688,559 shares of common stock sold to
investors for an aggregate of $26,885 and $5,660 advanced to the Company by its
sole officer for working capital requirements.
We did not have any cash flow activities for the nine months ended September 30,
2010.
PERCEIVED BENEFITS
There are certain perceived benefits to being a reporting company with a
class of publicly-traded securities. These are commonly thought to include the
following:
* the ability to use registered securities to make acquisitions of
assets or businesses;
* increased visibility in the financial community;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in raising capital;
* compensation of key employees through stock options for which there
may be a market valuation;
* enhanced corporate image; and
* a presence in the United States' capital markets.
POTENTIAL TARGET COMPANIES
A business entity that may be interested in a business combination with the
Company may include the following:
* a company for which a primary purpose of becoming a public company is
the use of is securities for the acquisition of assets or business;
* a company that is unable to find an underwriter of its securities or
is unable to find an underwriter of securities on terms acceptable to
it;
* a company that believes it will be able to obtain investment capital
on more favorable terms after it has become public;
* a foreign company that may wish an initial entry into the United
States' securities markets;
* a special situation company, such as a company seeking a public market
to satisfy redemption requirements under a qualified Employees Stock
Option Plan; and
* a company seeking one or more of the other perceived benefits of
becoming a public company.
53
The analysis of new business opportunities will be undertaken by or under
the supervision of our officers, directors, accountants and legal counsel. We
will have unrestricted flexibility in seeking, analyzing and participating in
potential business opportunities. In our efforts to analyze potential
acquisition targets, we will consider the following kinds of factors:
* potential for growth, indicated by new technology, anticipated market
expansion or new products or services;
* competitive position as compared to other firms of similar size and
experience within the industry segment, as well as within the industry
as a whole;
* strength and diversity of management, either in place or scheduled for
recruitment;
* capital requirements and anticipated availability of required funds,
to be provided by the Company or from operations, through the sale of
additional securities, through joint ventures or similar arrangements
or from other sources;
* the cost of participation by the Company as compared to the perceived
tangible and intangible values and potentials;
* the extent to which the business opportunity can be advanced;
* the accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items;
and
* other factors deemed to be relevant by our management team, which
currently consists solely of Mr. Keaveney.
In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to our limited financial resources
available for investigation, we may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.
No assurances can be given that the Company will be able to enter into a
business combination of any nature.
FORM OF ACQUISITION
The manner in which the Company participates in an opportunity will depend
upon the nature of the opportunity, the respective needs and desires of the
Company and the promoters of the opportunity and the relative negotiating
strength of the Company and such promoters.
It is likely that the Company will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax-free" reorganization under
Section 368(a) (1) of the Internal Revenue Code of 1986, as amended ("Code"),
54
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax-free" provisions provided
under the Code, our shareholders would, in such circumstances, retain 20% or
less of the total issued and outstanding shares of the Company. Under other
circumstances, depending upon the relative negotiating strength of the parties,
our shareholders may retain substantially less than 20% of the total issued and
outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were shareholders of the Company
prior to such reorganization.
Our present shareholders will likely not have control of a majority of our
voting shares following a reorganization transaction. As part of such a
transaction, all or a majority of the officers and directors may resign and new
officers and directors may be appointed without any vote by our shareholders.
In the case of an acquisition, the transaction may be accomplished upon the
sole determination of management without any vote or approval by shareholders.
In the case of a statutory merger or consolidation directly involving the
Company, it will likely be necessary to call a shareholders' meeting and obtain
the approval of the holders of a majority of the outstanding shares. The
necessity to obtain such stockholder approval may result in delay and additional
expense in the consummation of any proposed transaction and will also give rise
to certain appraisal right to dissenting shareholders. Most likely, management
will seek to structure any such transaction so as not to require stockholder
approval.
It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosures
documents and other instruments will require substantial management time and
attention and substantial cost for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in
the loss to the Company of the related costs incurred.
We presently have no employees other than David Keaveney. Our officer and
sole director is engaged in outside business activities and anticipates he will
devote to our business very limited time until the acquisition of a successful
business opportunity has been identified. We expect no significant changes in
the number of our employees other than such changes, if any, incident to a
business combination.
Although our management has not taken any preliminary steps to consummate a
business combination, we anticipate beginning our search for viable business
combination targets once we become a fully reporting company with the U.S.
Securities and Exchange Commission. We believe there are many valuable resources
we can reach out to in order to identify potential targets including, but not
limited to, business brokers, networking web sites, conferences, business
professionals and direct contacts by our management with business owners with
whom Mr. Keaveney is familiar.
COMPETITIVE CONDITIONS
We are in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination. In reality, it might be more
55
feasible for a privately held company to file its own Form 10 registration
statement to become a fully reporting company than to give up ownership to the
Company by entering into a business combination with us.
In the event we are successful in identifying a private company that is
interested in combining with us, the private company will have to provide us
with a lot of information related to its business history, prospects, financial
condition, management and have books and records that are auditable without
undue time and expense. Upon entry into a definitive agreement with a target, we
will have to file a Form 8-K describing the proposed transaction, that the
proposed transaction will result in a change in control of our Company and
include audited financial statements of the combined entity as an exhibit to the
Form 8-K or in an amendment to the Form 8-K.
We believe that Mr. Keaveney's experience in dealing with reporting
companies will be attractive to some private companies, since he has prepared or
assisted in the preparation of numerous Form 10-Ks, Form 10-Qs, Form 8-Ks, press
releases. Mr. Keaveney also has experience in working with auditors and
securities counsel, applying for CUSIP Bureau numbers and filing of form
15c-211s that could save the potential target and the combined entity
substantial amounts of time and money.
We are voluntarily filing this Registration Statement with the U.S.
Securities and Exchange Commission and we are under no obligation to do so under
the Securities Exchange Act of 1934.
REPORTS TO SECURITY HOLDERS
1. We will be subject to the informational requirements of the Exchange
Act. Accordingly, we will file annual, quarterly and periodic reports,
proxy statements, information statements and other information with
the SEC.
2. The public may read and copy any materials the Company files with the
SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580,
Washington, D.C. 20549. The public may call the SEC at 1-800-SEC-0330
for further information on the Public Reference Room. Our SEC filings
will also be available to the public at the SEC's web site at
http://www.sec.gov.
DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers are elected by the board of directors and serve at
the discretion of the board. All of the current directors serve until the next
annual shareholders' meeting or until their successors have been duly elected
and qualified. The following table sets forth certain information regarding our
current directors and executive officers:
Name Age Position Director Since
- ---- --- -------- --------------
David W. Keaveney 40 President, Chief Executive Officer, October 2008
Chief Financial Officer, Secretary
and Director
Certain biographical information of our directors and officers is set forth
below.
DAVID W. KEAVENEY, PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER,
SECRETARY AND A DIRECTOR
DAVID W. KEAVENEY has been the President, Chief Executive Officer, Chief
Financial Officer, Secretary and the sole Director of Meiguo Ventures I, Inc., a
Delaware corporation, since its inception on October 31, 2008. Mr. Keaveney has
also been the President and Chief Executive Officer and a Director of Meiguo
56
Acquisition Corp., a reporting company, since October 8, 2008. Mr. Keaveney
served as the President and Chief Executive Officer of Motorsports Emporium,
Inc. (currently known as International Building Technologies Group, Inc.,
Symbol: INBG) from September 25, 2004 until his resignation on April 16, 2007.
Mr. Keaveney has nearly 20 years of finance and investment experience, spending
the past four years rehabilitating public companies. For over ten years, Mr.
Keaveney has consulted many entrepreneurial companies on business development,
corporate restructuring, reorganization, and debt restructuring. Mr. Keaveney
began his career as a licensed National Association of Securities Dealers Series
7 Registered Representative. Mr. Keaveney studied Finance and Economics at
Harvard, but has not received a degree from Harvard. He received a mini-MBA from
Loyola University, earned CPD course work from Wharton, and is currently
studying Mandarin Chinese. From March 2009 until June 2009, Mr. Keaveney served
as the President and director of Axia Group, Inc., a publicly held company
(Symbol: AGIJ). Since March 2009, Mr. Keaveney has been the President and a
director of The Valor Organization (formerly known as HIRU Corporation), a
privately held Nevada corporation (not to be confused with HIRU Corporation, a
publicly held Georgia corporation, with whom Mr. Keaveney has no connection).
Mr. Keaveney is the Managing Member of Shareholder Advocates, LLC, a privately
held Arizona limited liability company.
DIRECTORSHIPS
Except for David W. Keaveney, none of our directors or persons nominated or
chosen to become directors hold any other directorship in any company with a
class of securities registered pursuant to Section 12 of the 1934 Act or subject
to the requirements of Section 15(d) of such Act or any other company registered
as an investment company under the Investment Company Act of 1940. Mr. Keaveney
is a director of Meiguo Acquisition Corp., a company with a class of securities
registered pursuant to Section 12 of the 1934 Act or subject to the requirements
of Section 15(d) of such Act.
OTHER SIGNIFICANT EMPLOYEES
No other significant employees exist.
FAMILY RELATIONSHIPS
No family relationship exists between or among any of our officers and
directors.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Except as described below, during the past ten years, no present director,
executive officer or person nominated to become a director or an executive
officer of Meiguo Ventures:
(1) had a petition under the federal bankruptcy laws or any state
insolvency law filed by or against, or 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 was a general partner at
or within two years before the time of such filing, or any corporation
or business association of which he was an executive officer at or
within two years before the time of such filing;
(2) was convicted in a criminal proceeding or subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to 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 his involvement in any of the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
57
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of
any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and
loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activity;
(ii) engaging in any type of business practice; or
(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;
or
(4) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of an 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 in paragraph
(3) (i), above, or to be associated with persons engaged in any such
activity; or
(5) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and for which the judgment has not been reversed,
suspended or vacated.
AUDIT COMMITTEE
The Board of Directors acts as the Audit Committee and the Board has no
separate committees. The Company has no qualified financial expert at this time
because it has not been able to hire a qualified candidate. Further, the Company
believes that it has inadequate financial resources at this time to hire such an
expert. The Company intends to continue to search for a qualified individual for
hire.
CODE OF BUSINESS CONDUCT AND ETHICS
On March 24, 2010, we adopted a Code of Business Conduct and Ethics
applicable to our officers, including our principal executive officer, principal
financial officer, principal accounting officer or controller and any other
persons performing similar functions. Our Code of Business Conduct and Ethics
was designed to deter wrongdoing and promote honest and ethical conduct, full,
fair and accurate disclosure, compliance with laws, prompt internal reporting
and accountability to adherence to our Code of Business Conduct and Ethics. Our
Code of Business Conduct and Ethics will be posted on our website whenever we
set it up Our Code of Business Conduct and Ethics will be provided free of
charge by us to interested parties upon request. Requests should be made in
writing and directed to the Company at the following address: 28248 North Tatum
Blvd., Suite B-1-434, Cave Creek, Arizona 85331.
EXECUTIVE COMPENSATION
David Keaveney, the Company's sole officer and director, does not receive
any compensation for his services rendered to the Company since inception, has
not received such compensation in the past and is not accruing any compensation
pursuant to any agreement with the Company. No remuneration of any nature has
been paid for or on account of services rendered by a director in such capacity.
The Company's sole officer and director intend to devote no more than a few
hours a week to our affairs. However, Mr. Keaveney paid certain formation
expenses related to the incorporation of the Company and contributed time to
such formation and in developing the Company's business plan.
58
Mr. Keaveney will not receive any finder's fee, either directly or
indirectly, as a result of his efforts to implement the Company's business plan
outlined herein.
It is possible that, after the Company successfully consummates a business
combination with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of our management for the purposes of
providing services to the surviving entity. However, the Company has adopted a
policy whereby the offer of any post-transaction employment to members of
management will not be a consideration in our decision whether to undertake any
proposed transaction.
DIRECTOR COMPENSATION
We do not have a formal compensation plan for our directors.
EMPLOYMENT CONTRACTS
We do not have any employment agreements with our employees or officers.
STOCK OPTIONS AND WARRANTS
We have no outstanding stock options or warrants.
OPTION/SAR GRANTS TABLE
There were been no stock options/SARS granted under our stock option plans
to executive officers and directors, since we have no such plans in effect.
AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE
There have been no exercises of stock options/SAR by executive officers.
LONG-TERM INCENTIVE PLAN AWARDS
There were been no long-term incentive plan awards made by the company.
REPRICING OPTIONS
We have not repriced any stock options.
COMPENSATION DISCUSSION AND ANALYSIS
We have prepared the following Compensation Discussion and Analysis to
provide you with information that we believe is necessary to understand our
executive compensation policies and decisions as they relate to the compensation
of our named executive officers.
We have only one member on our board of directors and do not currently have
a compensation committee. However, we intend to expand our board of directors in
the near future by appointing or electing at least two new directors who will be
deemed to be independent directors. The presence of independent directors on our
board of directors will allow us to form and constitute a compensation committee
of our board of directors.
59
The primary objectives of the compensation committee with respect to
executive compensation will be to (i) attract and retain the best possible
executive talent available to us; (ii) motivate our executive officers to
enhance our growth and profitability and increase shareholder value; and (iii)
reward superior performance and contributions to the achievement of corporate
objectives.
The focus of our executive pay strategy will be to tie short-term and
long-term cash and equity incentives to the achievement of measurable corporate
and individual performance objectives or benchmarks and to align executive
compensation with the creation and enhancement of shareholder value. In order to
achieve these objectives, our compensation committee will be tasked with
developing and maintaining a transparent compensation plan that will tie a
substantial portion of our executives' overall compensation to our sales,
operational efficiencies and profitability.
Our board of directors has not set any performance objectives or benchmarks
for 2010, as it intends for those objectives and benchmarks to be determined by
the compensation committee once it is constituted and then approved by the
board. However, we anticipate that compensation benefits will include
competitive salaries, bonuses (cash and equity based), health insurance and
stock option plans.
Our compensation committee will meet at least quarterly to assess the cost
and effectiveness of each executive benefit and the performance of our executive
officers in light of our revenues, expenses and profits.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To our knowledge, the following table sets forth, as of October 15,
2010, information regarding the ownership of our common stock by:
* Persons who own more than 5% of our common stock
* each of our directors and each of our executive officers; and
* all directors and executive officers as a group.
Each person has sole voting and investment power with respect to the shares
shown, except as otherwise noted.
Amount and Nature
of Beneficial Ownership
Name and Address ---------------------------
of Beneficial Owner Number Percent (1)
------------------- ------ -----------
David W. Keaveney 1,000,000 24.2%
28248 N. Tatum Blvd., Suite B-1-434
Cave Creek, Arizona 85331
All officers and directors as a
group (1 person) 1,000,000 24.2%
- ----------
(1) The numbers and percentages set forth in these columns are based on
4,132,559 shares of common stock outstanding as of October 15, 2010. The
number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rule, beneficial ownership includes any shares as
to which the selling security holder has sole or shared voting power or
investment power and also any shares, which the selling security holder has
the right to acquire within 60 days.
60
There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.
CHANGES IN CONTROL
We are not aware of any arrangements that may result in a change in control
of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Although we have not adopted formal procedures for the review, approval or
ratification of transactions with related persons, we adhere to a general policy
that such transactions should only be entered into if they are on terms that, on
the whole, are no more favorable, or no less favorable, than those available
from unaffiliated third parties and their approval is in accordance with
applicable law. Such transactions require the approval of our board of
directors.
On October 31, 2008 (inception), the Company issued 1,000,000 restricted
shares of its common stock to David W. Keaveney in exchange for incorporation
fees, annual resident agent fees in the State of Delaware and developing our
business concept and plan. All shares were considered issued at their par value
($.0001 per share). With respect to the sales made to Mr. Keaveney, the Company
relied upon an exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended ("Securities Act").
We utilize the office space and equipment of David W. Keaveney at no cost.
Management estimates such amounts to be immaterial.
Except as otherwise indicated herein, there have been no related party
transactions, or any other transactions or relationships required to be
disclosed pursuant to Item 404 of Regulation S-K.
SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the company, we have been advised by our special securities counsel
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy and is, therefore, unenforceable.
61
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-1, including exhibits, schedules and amendments, under the
Securities Act of 1933, as amended, with respect to the common stock to be sold
in this offering. This prospectus does not contain all of the information
contained in the registration statement. For further information about us and
the common stock to be sold in this offering, please refer to our registration
statement.
As of the effective date of our registration statement on Form S-1, Meiguo
Ventures became subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. Accordingly, we will file annual, quarterly
and special reports, proxy statements and other information with the SEC. You
may read and copy any document we file with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You should call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Our SEC filings will also be available to the public at the SEC's web site at
http://www.sec.gov.
You may request, and we will voluntarily provide, a copy of our filings,
including our annual report, which will contain audited financial statements, at
no cost to you, by writing or telephoning us at the following address and
telephone number:
Meiguo Ventures I, Inc.,
28248 North Tatum Blvd., Suite B-1-434,
Cave Creek, Arizona 85331
(602) 300-0432
FINANCIAL STATEMENTS
Our unaudited financial statements for the three and nine month periods
ending September 30, 2010 and audited financial statements for the period from
October 31, 2008 (Inception) to December 31, 2009 commence on page F-1.
62
INDEX TO FINANCIAL STATEMENTS
UNAUDITED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2010 AND 2009:
Unaudited Balance Sheet as of September 30, 2010 F-2
Unaudited Statements of Operations for the Three and Nine Months
Ended September 30, 2010 and 2009 and the cumulative period from
October 31, 2008 (Inception) to September 30, 2010 F-3
Unaudited Statements of Stockholders' Equity (Deficit) from
October 31, 2008 (Inception) to September 30, 2010 F-4
Unaudited Statements of Cash Flows For the Nine Months Ended
September 30, 2010 and 2009 and the cumulative period from
October 31, 2008 (Inception) to September 30, 2010 F-5
Notes to Unaudited Financial Statements F-6
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2009 AND 2008:
Report of Independent Registered Public Accounting Firm F-11
Balance Sheets as of December 31, 2009 and 2008 F-12
Statements of Operations for the Year Ended December 31, 2009, the
period from October 31, 2008 (Inception) to December 31, 2008 and
the cumulative period from October 31, 2008 (Inception) to
December 31, 2009 F-13
Statements of Stockholders' Equity (Deficit) from October 31, 2008
(Inception) to December 31, 2009 F-14
Statements of Cash Flows for the Year Ended December 31, 2009, the
period from October 31, 2008 (Inception) to December 31, 2008 and
the cumulative period from October 31, 2008 (Inception) to
December 31, 2009 F-15
Notes to Financial Statements F-16
F-1
Meiguo Ventures I, Inc.
(A Development Stage Company)
Balance Sheets
September 30, December 30,
2010 2009
-------- --------
(Unaudited) (Audited)
ASSETS
Current assets
Cash and Cash Equivalents $ 4,319 $ 2,513
-------- --------
Total current assets 4,319 2,513
-------- --------
Total assets $ 4,319 $ 2,513
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accrued expenses $ 3,600 $ 3,000
-------- --------
Total current liabilities 3,600 3,000
Payable to a related party 5,890 230
-------- --------
Total liabilities 9,490 3,230
-------- --------
Stockholder's equity
Preferred stock ($.0001 par value), 20,000,000 shares
authorized and none issued and outstanding -- --
Common stock ($.0001 par value), 230,000,000 shares authorized
4,132,559 issued and outstanding at September 30, 2010 and at
December 31, 2009 413 124
Additional paid-in capital 31,012 2,416
Deficit accumulated during the development stage (36,596) (3,257)
-------- --------
Total stockholder's equity (5,171) (717)
-------- --------
Total liabilities and stockholder's equity $ 4,319 $ 2,513
======== ========
The accompanying notes are an integral part of these financial statements
F-2
Meiguo Ventures I, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Cumulative from
For the Three Months Ended For the Nine Months Ended October 31, 2008
September 30, September 30, (Inception) to
-------------------------- --------------------------- September 30,
2010 2009 2010 2009 2010
---------- ---------- ---------- ---------- ----------
Revenue $ -- $ -- $ -- $ -- $ --
General and administration expenses
Filing Fees 628 -- 2,001 -- 2,231
Bank charges -- -- 1,335 -- 1,362
Professional Fees -- -- 30,003 -- 33,003
---------- ---------- ---------- ---------- ----------
Loss from operations (628) -- (33,339) -- (36,596)
---------- ---------- ---------- ---------- ----------
Net loss for the period $ (628) $ -- $ (33,339) $ -- $ (36,596)
========== ========== ========== ========== ==========
Net loss per share
Basic and diluted $ (0.00) $ -- $ (0.01) $ -- $ (0.02)
---------- ---------- ---------- ---------- ----------
Weighted average shares outstanding
Basic and diluted 4,132,559 1,000,000 3,611,912 1,000,000 2,013,472
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-3
Meiguo Ventures I, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
(Unaudited)
Deficit
Accumulated Total
Additional During the Stockholder's
Common Stock Common Stock Paid-in Development Equity
Shares Amount Subscribed Capital Stage (Deficit)
------ ------ ---------- ------- ----- ---------
October 31, 2008, inception, common
stock subscribed @ $.0001 par value 1,000,000 $ -- $ 100 $ -- $ -- $ 100
Net loss for the period from
October 31, 2008 (Inception) to
December 31, 2008 -- -- -- -- (230) (230)
--------- ------ ----- ------- -------- --------
BALANCE, DECEMBER 31, 2008 (AUDITED) 1,000,000 $ -- $ 100 $ -- $ (230) $ (130)
--------- ------ ----- ------- -------- --------
Shares issued for common stock
previoulsy subscribed -- 100 $(100) -- -- --
Common stock issued for cash:
@ $0.01 per share, Dec 15, 2009 59,000 6 -- 584 -- 590
@ $0.01 per share, Dec 16, 2009 60,000 6 -- 594 -- 600
@ $0.01 per share, Dec 16, 2009 65,000 7 -- 643 -- 650
@ $0.01 per share, Dec 17, 2009 60,000 6 -- 594 -- 600
Net loss for the year ended
December 31, 2009 -- -- -- -- (3,027) (3,027)
--------- ------ ----- ------- -------- --------
BALANCE, DECEMBER 31, 2009 (AUDITED) 1,244,000 $ 124 $ -- $ 2,416 $ (3,257) $ (717)
--------- ------ ----- ------- -------- --------
Common stock issued for cash:
@ $0.01 per share, Jan 8, 2010 231,900 23 -- 2,296 -- 2,319
@ $0.01 per share, Jan 15, 2010 119,169 12 -- 1,180 -- 1,192
@ $0.01 per share, Jan 19, 2010 413,485 41 -- 4,094 -- 4,135
@ $0.01 per share, Jan 28, 2010 64,000 6 -- 634 -- 640
@ $0.01 per share, Feb 5, 2010 57,800 6 -- 572 -- 578
@ $0.01 per share, Feb 22, 2010 58,500 6 -- 579 -- 585
@ $0.01 per share, Feb 25, 2010 122,555 12 -- 1,213 -- 1,226
@ $0.01 per share, Mar 3, 2010 1,152,800 115 -- 11,413 -- 11,528
@ $0.01 per share, Mar 4, 2009 468,350 46 -- 4,637 -- 4,683
Common stock issued for legal services:
@ $0.01 per share, Mar 5, 2010 200,000 20 -- 1,980 -- 2,000
Net loss for the nine month period
ended September 30, 2010 -- -- -- -- (33,339) (33,339)
--------- ------ ----- ------- -------- --------
BALANCE, SEPTEMBER 30, 2010 4,132,559 $ 413 $ -- $31,012 $(36,596) $ (5,171)
========= ====== ===== ======= ======== ========
The accompanying notes are an integral part of these financial statements
F-4
Meiguo Ventures I, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Cumulative from
For the Nine Months Ended October 31, 2008
September 30, (Inception) to
------------------------- September 30,
2010 2009 2010
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(33,339) $ -- $(36,596)
-------- -------- --------
Changes in non-cash working capital items
Increase in accrued expenses 600 -- 3,600
Issuance of common stock for services 2,000 -- 2,000
-------- -------- --------
Net cash used by operating activities (30,739) -- (30,996)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Payable to a related party 5,660 -- 5,890
Issuance of common stock for cash 26,885 -- 29,425
-------- -------- --------
Net cash provided by financing activities 32,545 -- 35,315
-------- -------- --------
Net increase in cash 1,806 -- 4,319
Cash at beginning of period 2,513 -- --
-------- -------- --------
Cash at end of period $ 4,319 $ -- $ 4,319
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ -- $ -- $ --
Cash paid for taxes $ -- $ -- $ --
SCHEDULE OF NON-CASH FINANCING ACTIVITIES
Common stock issued for services $ 2,000 $ -- $ 2,000
The accompanying notes are an integral part of these financial statements.
F-5
Meiguo Ventures I, Inc.
Notes to Financial Statements
September 30, 2010
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Meiguo Ventures I, Inc. (the "COMPANY") was incorporated under the laws of the
State of Delaware on October 31, 2008 and has been inactive since inception. The
Company intends to serve as a vehicle to effect an asset acquisition, merger,
exchange of capital stock or other business combination with a domestic or
foreign business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of a
"DEVELOPMENT STAGE ENTERPRISE" as set forth in ASC 915, "DEVELOPMENT STAGE
ENTITIES." Among the disclosures required by ASC 915, are that the Company's
financial statements be identified as those of a development stage company, and
that the statements of operations, stockholders' equity and cash flows disclose
activity since the date of the Company's inception. The Company has elected a
fiscal year ending on December 31.
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and in conformity with the instructions to Form 10-Q and Article 8-03 of
Regulation S-X and the related rules and regulations of the Securities and
Exchange Commission (the "SEC"). Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, the disclosures included in these financial statements
are adequate to make the information presented not misleading.
The unaudited financial statements included in this document have been prepared
on the same basis as the annual financial statements and in management's
opinion, reflect all adjustments, including normal recurring adjustments,
necessary to present fairly the Company's financial position, results of
operations and cash flows for the interim periods presented. The unaudited
financial statements should be read in conjunction with the audited financial
statements and the notes thereto for the period from October 31, 2008
(Inception) to December 31, 2009 included in this Form S-1. The results of
operations for the nine months ended September 30, 2010 are not necessarily
indicative of the results that the Company will have for any subsequent quarter
or full fiscal year.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
The Company's financial statements have been prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has historically
incurred losses, which raises substantial doubt about the Company's ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments relating to the recoverability and classification of
F-6
Meiguo Ventures I, Inc.
Notes to Financial Statements
September 30, 2010
(Unaudited)
asset carrying amounts or the amount and classification of liabilities that
might result from the outcome of this uncertainty.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. In the opinion of management, all
adjustments necessary in order to make the financial statements not misleading
have been included. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In April 2009, the FASB issued FASB ASC 825-10-50 and FASB ASC 270 ("FSP 107-1
AND APB 28-1 Interim Disclosures About Fair Value Of Financial Instruments"),
which increases the frequency of fair value disclosures to a quarterly basis
instead of on an annual basis. The guidance relates to fair value disclosures
for any financial instruments that are not currently reflected on an entity's
balance sheet at fair value. FASB ASC 825-10-50 and FASB ASC 270 are effective
for interim and annual periods ending after June 15, 2009. The adoption of FASB
ASC 825-10-50 and FASB ASC 270 did not have a material impact on results of
operations, cash flows, or financial position.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
STOCK-BASED COMPENSATION
We account for non-employee stock-based compensation in accordance with ASC 718
and ASC Topic 505 ("ASC 505"). ASC 718 and ASC 505 require that we recognize
compensation expense based on the estimated fair value of stock-based
compensation granted to non-employees over the vesting period, which is
generally the period during which services are rendered by the non-employees.
INCOME TAXES
Income Taxes - The Company accounts for its income taxes under the provisions of
FASB-ASC-10 "Accounting for Income Taxes." This statement requires the use of
the asset and liability method of accounting for deferred income taxes. Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax reporting purposes, at the applicable enacted
tax rates. The Company provides a valuation allowance against its deferred tax
assets when the future realizability of the assets is no longer considered to be
more likely than not. There were no current or deferred income tax expenses or
benefits due to the Company not having any material operations for the period
from October 31, 2008 (Inception) through September 30, 2010.
F-7
Meiguo Ventures I, Inc.
Notes to Financial Statements
September 30, 2010
(Unaudited)
BASIC EARNINGS (LOSS) PER SHARE
Earnings per share is computed in accordance with the provisions of Financial
Accounting Standards (FASB) Accounting Standards Codification (ASC) Topic 260
(SFAS No. 128, "Earnings Per Share"). Basic net income (loss) per share is
computed using the weighted-average number of common shares outstanding during
the period. Diluted earnings per share is computed using the weighted-average
number of common shares outstanding during the period, as adjusted for the
dilutive effect of the Company's outstanding convertible preferred shares using
the "if converted" method and dilutive potential common shares. Potentially
dilutive securities include warrants, convertible preferred stock, restricted
shares, and contingently issuable shares.
IMPACT OF NEW ACCOUNTING STANDARDS
In May 2009, the FASB issued FASB ASC 855-10 (prior authoritative literature,
FSB No. FAS 165, "Subsequent Events"). FASB ASC 855-10 established general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued. FASB ASC 855-10
is effective for interim or annual financial periods ending after June 15, 2009.
FASB ASC 855-10 did not have a material effect on the financial position, cash
flows, or results of operations.
In June 2009, the FASB issued FASB ASC 105-10 (prior authoritative literature,
FSB No. FAS 168, "The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles-a replacement of FASB Statement No.
162). FASB ASC 105-10 replaces SFAS 162 and establishes the FASB Accounting
Standards Codification as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in conformity with GAAP. FASB ASC 105-10 is
effective for financial statements issued for interim and annual periods ending
after September 15, 2009. As such, the Company is required to adopt this
standard in the current period. Adoption of FASB ASC 105-10 did not have a
significant effect on the Company's consolidated financial statements.
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
NOTE 3 - INCOME TAXES
At September 30, 2010, the Company had a federal operating loss carryforward of
$36,596, which begins to expire in 2029.
Components of net deferred tax assets, including a valuation allowance, are as
follows at September 30, 2010:
Deferred tax assets:
Net operating loss carryforward $ 12,809
Stock-based compensation 0
--------
12,809
Less: Valuation Allowance (12,809)
--------
$ --
========
F-8
Meiguo Ventures I, Inc.
Notes to Financial Statements
September 30, 2010
(Unaudited)
The valuation allowance for deferred tax assets as of September 30, 2010 was
$12,809. In assessing the recovery of the deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income in the
periods in which those temporary differences become deductible. Management
considers the scheduled reversals of future deferred tax liabilities, projected
future taxable income, and tax planning strategies in making this assessment. As
a result, management determined it was more likely than not the deferred tax
assets would not be realized as of September 30, 2010, and recorded a full
valuation allowance.
Reconciliation between the statutory rate and the effective tax rate for the
period ended September 30, 2010 is as follows:
Federal statutory tax rate (35.0)%
Change in valuation allowance 35.0%
-------
Effective tax rate 0.0%
=======
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.
The financial statement of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of $
36,596 since its inception and requires capital for its contemplated operational
and marketing activities to take place. The Company's ability to raise
additional capital through the future issuances of common stock is unknown. The
obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements of the Company do not include any adjustments that may result from
the outcome of these aforementioned uncertainties.
NOTE 6 - RELATED PARTY TRANSACTIONS
The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, thus she may face a
conflict in selecting between the Company and her other business opportunities.
The Company has not formulated a policy for the resolution of such conflicts.
F-9
Meiguo Ventures I, Inc.
Notes to Financial Statements
September 30, 2010
(Unaudited)
The sole officer and director of the Company will not be paid for any
underwriting services that he performs on behalf of the Company with respect to
the Company's upcoming S-1 offering. He will also not receive any interest on
any funds that he advances to the Company for offering expenses prior to the
offering being closed which will be repaid from the proceeds of the offering.
Payable to the same related party as of September 30, 2010 is $ 5,890.
NOTE 7 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of September 30, 2010:
Preferred stock, $0.0001 par value: 20,000,000 shares authorized; none issued
and outstanding.
Common stock, $0.0001 par value: 230,000,000 shares authorized; 4,132,559 shares
issued and outstanding.
NON CAPITAL-RAISING TRANSACTION
In March 2010, 200,000 shares of common stock were issued as compensation for
legal services provided, valued at $2,000, the fair value of the legal services
provided.
CAPITAL-RAISING TRANSACTIONS
From January 1, 2010 to March 23, 2010, the Company issued a total of 2,688,559
shares of common stock to 48 individuals for aggregate gross proceeds of $26,885
to complete its Regulation S offering.
NOTE 8 - SUBSEQUENT EVENT
The Company has performed an evaluation of subsequent events in accordance with
ASC Topic 855. The Company is not aware of any subsequent events which would
require recognition or disclosure in the financial statements.
F-10
STAN J.H. LEE, CPA
2160 North Central Rd Suite 203 * Fort Lee * NJ 07024
P.O. Box 436402 * San Ysidro * CA 92143-9402
619-623-7799 * Fax 619-564-3408 * stan2u@gmail.com
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
MEIGUO VENTURES I, INC.
We have audited the accompanying balance sheet of MEIGUO VENTURES I, INC. ( a
Development Stage Enterprise) as of December 31, 2009 and 2008 and the related
statements of operation, changes in shareholders' equity and cash flows for the
fiscal years then ended and period from October 31, 2008 (inception) to December
31, 2009. 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 audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 audit 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 includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides 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 MEIGUO VENTURES I, INC. as of
December 31, 2009 and 2008 , and the results of its operation and its cash flows
for the fiscal years then ende and for the period from October 31, 2008
(inception) to December 31, 2009 in conformity with U.S. generally accepted
accounting principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 5 to the financial statements,
the Company's losses from operations and lack of liquidity raise substantial
doubt about its ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Stan J.H.Lee, CPA
- --------------------------------
Stan J.H. Lee, CPA
Fort Lee, NJ 07024
May 10, 2010
F-11
Meiguo Ventures I, Inc.
(A Development Stage Company)
Balance Sheets
As of December 31,
2009 2008
-------- --------
ASSETS:
CURRENT ASSETS
Cash and Cash Equivalents $ 2,513 $ --
Common stock subscription receivable -- 100
-------- --------
TOTAL CURRENT ASSETS 2,513 100
-------- --------
TOTAL ASSETS $ 2,513 $ 100
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES
Accrued expenses $ 3,000 $ --
-------- --------
TOAL CURRENT LIABILITIES 3,000 --
Payable to a related party 230 230
-------- --------
TOTAL LIABILITIES 3,230 230
-------- --------
COMMITMENTS AND CONTINGENCIES ( NOTE 4)
STOCKHOLDERS' EQUITY
Preferred share ($.0001 par value), 20,000,000 shares authorized
and none issued and outstanding -- --
Common stock ($.0001 par value), 230,000,000 shares authorized
1,244,000 issued and outstanding 124 --
Common stock subscribed, 1,000,000 subscribed -- 100
Additional paid-in capital 2,416 --
(Deficit) accumulated during the development stage (3,257) (230)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (717) (130)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,513 $ 100
======== ========
The accompanying notes are an integral part of these financial statements
F-12
Meiguo Ventures I, Inc.
(A Development Stage Company)
Statements of Operations
From Cumulative from
Fiscal Year October 31, 2008 October 31, 2008
Ended (Inception) to (Inception) to
December 31, December 31, December 31,
2009 2008 2009
---------- ---------- ----------
REVENUE: $ -- $ -- $ --
---------- ---------- ----------
GENERAL AND ADMINISTRATION EXPENSES
Filing Fees -- 230 230
Bank charges 27 -- 27
Professional Fees 3,000 -- 3,000
---------- ---------- ----------
OPERATING LOSS (3,027) (230) (3,257)
---------- ---------- ----------
Provision for income taxes -- -- --
---------- ---------- ----------
NET (LOSS) FOR THE PERIOD $ (3,027) $ (230) $ (3,257)
========== ========== ==========
NET (LOSS) PER SHARE
Basic and diluted $ (0.003) $ (0.000)
========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic and diluted 1,010,025 1,000,000
========== ==========
The accompanying notes are an integral part of these financial statements.
F-13
Meiguo Ventures I, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated Total
Additional During the Stockholder's
Common Stock Common Stock Paid-in Development Equity
Shares Amount Subscribed Capital Stage (Deficit)
------ ------ ---------- ------- ----- ---------
October 31, 2008, inception,
common stock subscribed
@ $.0001 par value 1,000,000 $ -- $ 100 $ -- $ -- $ 100
Net loss for the period ended
December 31, 2008 -- -- -- -- (230) (230)
---------- -------- -------- -------- -------- --------
BALANCE, DECEMBER 31, 2008 1,000,000 -- 100 -- (230) (130)
---------- -------- -------- -------- -------- --------
Shares issued for common stock
previoulsy subscribed 100 (100)
Common stock issued for cash:
@ $0.01 per share, Dec 15, 2009 59,000 6 -- 584 590
@ $0.01 per share, Dec 16, 2009 60,000 6 -- 594 600
@ $0.01 per share, Dec 16, 2009 65,000 7 -- 643 650
@ $0.01 per share, Dec 17, 2009 60,000 6 -- 594 600
Net loss for the period ended
December 31, 2009 -- -- -- -- (3,027) (3,027)
---------- -------- -------- -------- -------- --------
BALANCE, DECEMBER 31, 2009 1,244,000 $ 125 $ -- $ 2,415 $ (3,257) $ (717)
========== ======== ======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-14
Meiguo Ventures I, Inc.
(A Development Stage Company)
Statements of Cash Flows
From Cumulative from
Fiscal Year October 31, 2008 October 31, 2008
Ended (Inception) to (Inception) to
December 31, December 31, December 31,
2009 2008 2009
-------- -------- --------
CASH FLOW FROM OPERATING ACTIVITIES
Net (loss) for the period $ (3,027) $ (230) $ (3,257)
Changes in non-cash working capital items
Increased in common stock subscription receivable -- (100) --
Increase in accrued expense 3,000 -- 3,000
-------- -------- --------
NET CASH FLOW USED IN OPERATING ACTIVITIES (27) (330) (257)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
-------- -------- --------
NET CASH FLOW USED IN INVESTING ACTIVITIES -- -- --
-------- -------- --------
FINANCING ACTIVITIES
Payable to a related party -- 230 230
Issuance of common stock or subscribed 2,540 100 2,540
-------- -------- --------
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES 2,540 330 2,770
-------- -------- --------
NET CHANGE IN CASH 2,513 -- 2,513
CASH, BEGINNING OF PERIOD -- -- --
-------- -------- --------
CASH, END OF PERIOD $ 2,513 $ -- $ 2,513
======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-15
Meiguo Ventures I, Inc.
Notes to Financial Statements
December 31, 2009 and 2008
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Meiguo Ventures I, Inc. (the "COMPANY") was incorporated under the laws of the
State of Delaware on October 31, 2008 and has been inactive since inception. The
Company intends to serve as a vehicle to effect an asset acquisition, merger,
exchange of capital stock or other business combination with a domestic or
foreign business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of a
"DEVELOPMENT STAGE ENTERPRISE" as set forth in ASC 915, "DEVELOPMENT STAGE
ENTITIES." Among the disclosures required by ASC 915, are that the Company's
financial statements be identified as those of a development stage company, and
that the statements of operations, stockholders' equity and cash flows disclose
activity since the date of the Company's inception. The Company has elected a
fiscal year ending on December 31.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. In the opinion of management, all
adjustments necessary in order to make the financial statements not misleading
have been included. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In April 2009, the FASB issued FASB ASC 825-10-50 and FASB ASC 270 ("FSP 107-1
AND APB 28-1 INTERIM DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS"),
which increases the frequency of fair value disclosures to a quarterly basis
instead of on an annual basis. The guidance relates to fair value disclosures
for any financial instruments that are not currently reflected on an entity's
balance sheet at fair value. FASB ASC 825-10-50 and FASB ASC 270 are effective
for interim and annual periods ending after June 15, 2009. The adoption of FASB
ASC 825-10-50 and FASB ASC 270 did not have a material impact on results of
operations, cash flows, or financial position.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
INCOME TAXES
Income Taxes - The Company accounts for its income taxes under the provisions of
FASB-ASC-10 "Accounting for Income Taxes." This statement requires the use of
the asset and liability method of accounting for deferred income taxes. Deferred
F-16
Meiguo Ventures I, Inc.
Notes to Financial Statements
December 31, 2009 and 2008
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax reporting purposes, at the applicable enacted
tax rates. The Company provides a valuation allowance against its deferred tax
assets when the future realizability of the assets is no longer considered to be
more likely than not. There were no current or deferred income tax expenses or
benefits due to the Company not having any material operations for the period
from October 31, 2008 (Inception) through December 31, 2009.
BASIC EARNINGS (LOSS) PER SHARE
Earnings per share is computed in accordance with the provisions of Financial
Accounting Standards (FASB) Accounting Standards Codification (ASC) Topic 260
(SFAS No. 128, "EARNINGS PER Share"). Basic net income (loss) per share is
computed using the weighted-average number of common shares outstanding during
the period. Diluted earnings per share is computed using the weighted-average
number of common shares outstanding during the period, as adjusted for the
dilutive effect of the Company's outstanding convertible preferred shares using
the "if converted" method and dilutive potential common shares. Potentially
dilutive securities include warrants, convertible preferred stock, restricted
shares, and contingently issuable shares.
IMPACT OF NEW ACCOUNTING STANDARDS
In May 2009, the FASB issued FASB ASC 855-10 (prior authoritative literature,
FSB No. FAS 165, "Subsequent Events"). FASB ASC 855-10 established general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued. FASB ASC 855-10
is effective for interim or annual financial periods ending after June 15, 2009.
FASB ASC 855-10 did not have a material effect on the financial position, cash
flows, or results of operations.
In June 2009, the FASB issued FASB ASC 105-10 (prior authoritative literature,
FSB No. FAS 168, "The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles-a replacement of FASB Statement No.
162). FASB ASC 105-10 replaces SFAS 162 and establishes the FASB Accounting
Standards Codification as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in conformity with GAAP. FASB ASC 105-10 is
effective for financial statements issued for interim and annual periods ending
after September 15, 2009. As such, the Company is required to adopt this
standard in the current period. Adoption of FASB ASC 105-10 did not have a
significant effect on the Company's consolidated financial statements.
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
NOTE 3 - INCOME TAXES
At December 31, 2009, the Company had a federal operating loss carryforward of
$3,257, which begins to expire in 2029.
Components of net deferred tax assets, including a valuation allowance, are as
follows at December 31, 2009:
F-17
Meiguo Ventures I, Inc.
Notes to Financial Statements
December 31, 2009 and 2008
2009
--------
Deferred tax assets:
Net operating loss carryforward $ 1,140
Stock-based compensation 0
--------
1,140
Less: Valuation Allowance (1,140)
--------
$ --
========
The valuation allowance for deferred tax assets as of December 31, 2009 was
$1,140. In assessing the recovery of the deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income in the
periods in which those temporary differences become deductible. Management
considers the scheduled reversals of future deferred tax liabilities, projected
future taxable income, and tax planning strategies in making this assessment. As
a result, management determined it was more likely than not the deferred tax
assets would not be realized as of December 31, 2009, and recorded a full
valuation allowance.
Reconciliation between the statutory rate and the effective tax rate for the
period ended December 31, 2009 is as follows:
2009
--------
Federal statutory tax rate (35.0)%
Change in valuation allowance 35.0%
--------
Effective tax rate 0.0%
========
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.
The financial statement of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of $
3,257 since its inception and requires capital for its contemplated operational
and marketing activities to take place. The Company's ability to raise
additional capital through the future issuances of common stock is unknown. The
obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
F-18
Meiguo Ventures I, Inc.
Notes to Financial Statements
December 31, 2009 and 2008
doubt about the Company's ability to continue as a going concern. The financial
statement of the Company do not include any adjustments that may result from the
outcome of these aforementioned uncertainties.
NOTE 6 - RELATED PARTY TRANSACTIONS
The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, thus she may face a
conflict in selecting between the Company and her other business opportunities.
The Company has not formulated a policy for the resolution of such conflicts.
The sole officer and director of the Company, will not be paid for any
underwriting services that he performs on behalf of the Company with respect to
the Company's upcoming S-1 offering. He will also not receive any interest on
any funds that he advances to the Company for offering expenses prior to the
offering being closed which will be repaid from the proceeds of the offering.
Payable to the same related party as of December 31, 2009 is $230.
NOTE 7 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2009:
Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; none issued
and outstanding.
Common stock, $ 0.0001 par value: 230,000,000 shares authorized; 1,244,000
shares issued and outstanding.
NOTE 8 - SUBSEQUENT EVENT
From January 1, 2010 to March 23, 2010, the Company issued a total of 2,688,559
shares of common stock to 48 individuals for cash for a total of $26,885 to
complete its Regulation S offering. In addition, 200,000 shares of common stock
were issued in March 2010 as compensation for legal services provided, valued at
$2,000, the fair value of the legal services provided.
F-19
We have not authorized any dealer, salesperson or other person to provide
any information or make any representations about Meiguo Ventures I, Inc.,
except the information or representations contained in this prospectus. You
should not rely on any additional information or representations if made.
This prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy any securities:
* except the common stock covered by this prospectus
* in any jurisdiction in which the distribution, offer or solicitation
is not authorized
* in any jurisdiction where the dealer or other salesperson is not
qualified to make the offer or solicitation;
* to any person who is not a United States resident or who is outside
the jurisdiction of the United States
* The delivery of this prospectus or any accompanying sale does not
imply that:
* there have been no changes in the affairs of Meiguo Ventures I, Inc.
after the date of this prospectus; or
* the information contained in this prospectus is correct after the date
of this prospectus.
During the 150 days following the date of this prospectus, all dealers
effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a prospectus.
This is in addition to the obligation of dealers to deliver a prospectus when
acting as underwriters.
PROSPECTUS
3,132,559 SHARES OF COMMON STOCK
MEIGUO VENTURES I, INC.
__________, 2010
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We are bearing all expenses in connection with this registration statement
other than sales commissions. Estimated expenses payable by us in connection
with the registration and distribution of the common stock registered hereby are
as follows.
SEC Registration Fee $ 2.23
Printing Expenses $ 2,000.00
Legal Fees and Expenses $10,000.00
Accounting Fees and Expenses $ 5,750.00
Blue Sky Fees and Expenses $ 1,200.00
Transfer Agent Fees and Expenses $ 2,000.00
Miscellaneous Expenses $ 500.00
----------
Total $21,452.23
==========
* To be provided by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
LIABILITY OF DIRECTORS AND OFFICERS
Article Eighth of the Company's amended Certificate of Incorporation
provides that our directors and officers shall not be personally liable to the
Company or our shareholders for damages for breach of fiduciary duty. However,
Article Eighth provides that a director shall be liable to the extent provided
by applicable law (i) for acts or breach of the director's duty of loyalty to
the Company or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit..
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Company's Bylaws entitles any present and future director
or executive officer to be indemnified and held harmless from any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he, or a person of whom he is the legal representative,
is or was a director or officer of the corporation, to the fullest extent
legally permissible under the laws of the State of Delaware.
The Delaware General Corporation Law allows us to indemnify our officers,
directors, employees, and agents from any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, except under certain circumstances. Indemnification may only
occur if a determination has been made that the officer, director, employee, or
agent acted in good faith and in a manner, which such person believed to be in
the best interests of the corporation. A determination may be made by the
shareholders; by a majority of the directors who were not parties to the action,
suit, or proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.
The expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by us as they are incurred and
in advance of the final disposition of the action, suit or proceeding, if and
II-1
only if the officer or director undertakes to repay said expenses to us if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by us.
The indemnification and advancement of expenses may not be made to or on
behalf of any officer or director if a final adjudication establishes that the
officer's or director's acts or omission involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action.
ITEM 15. SALES OF UNREGISTERED SECURITIES
RECENT ISSUANCES OF UNREGISTERED SECURITIES
Since its incorporation on October 31, 2008, we have issued the following
securities without registration under the Securities Act of 1933:
In October 2008, we issued the following shares of our common stock at par
value to our founder for services rendered in the formation of the Company and
for developmental work on our business plan:
Name of Shareholder Number of Shares Issued Aggregate Consideration
- ------------------- ----------------------- -----------------------
David W. Keaveney 1,000,000 $100.00
SUB-TOTAL: 1,000,000 shares of common stock outstanding after this issuance.
From December 2009, until March 23, 2010, we issued an aggregate of
2,932,559 shares to a total of 54 investors who were not citizens or residents
of the United States at a purchase price of $.01 per share.
SUB-TOTAL: 3,932,559 shares of common stock outstanding after this issuance.
In March 2010, we issued 200,000 shares of our common stock for an
aggregate consideration of $2,000 to David E. Wise, our securities counsel, as
payment for legal services previously rendered.
TOTAL: 4,132,559 shares of common stock outstanding after this issuance.
The above shares issued to David W. Keaveney and David E. Wise were issued
in reliance of the exemption from registration requirements of the 33 Act
provided by Section 4(2) promulgated thereunder, as the issuance of the stock
did not involve a public offering of securities based on the following:
* the investors represented to us that they were acquiring the
securities for their own account for investment and not for the
account of any other person and not with a view to or for
distribution, assignment or resale in connection with any distribution
within the meaning of the 33 Act;
* we provided each investor with written disclosure prior to sale that
the securities have not been registered under the 33 Act and,
therefore, cannot be resold unless they are registered under the 33
Act or unless an exemption from registration is available;
* the investors agreed not to sell or otherwise transfer the purchased
securities unless they are registered under the 33 Act and any
applicable state laws, or an exemption or exemptions from such
registration are available;
* each investor had knowledge and experience in financial and other
business matters such that he, she or it was capable of evaluating the
merits and risks of an investment in us;
II-2
* each investor was given information and access to all of our
documents, records, books, officers and directors, our executive
offices pertaining to the investment and was provided the opportunity
to ask questions and receive answers regarding the terms and
conditions of the offering and to obtain any additional information
that we possesses or were able to acquire without unreasonable effort
and expense;
* each investor had no need for liquidity in their investment in us and
could afford the complete loss of their investment in us;
* we did not employ any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or
broadcast over television or radio;
* we did not conduct, hold or participate in any seminar or meeting
whose attendees had been invited by any general solicitation or
general advertising;
* we placed a legend on each certificate or other document that
evidences the securities stating that the securities have not been
registered under the 33 Act and setting forth or referring to the
restrictions on transferability and sale of the securities;
* we placed stop transfer instructions in our stock transfer records;
* no underwriter was involved in the offering; and
* we made independent determinations that such persons were
sophisticated or accredited investors and that they were capable of
analyzing the merits and risks of their investment in us, that they
understood the speculative nature of their investment in us and that
they could lose their entire investment in us.
The 2,932,559 shares sold and issued to 54 investors who were not citizens
or residents of the United States were issued in reliance on the exemption under
Regulation S promulgated under the 33 Act.
We believe that Regulation S was available to us because:
* None of these issuances involved underwriters, underwriting discounts
or commissions;
* We placed Regulation S required restrictive legends on all
certificates issued;
* No offers or sales of stock under the Regulation S offering were made
to persons in the United States; and
* No direct selling efforts of the Regulation S offering were made in
the United States.
II-3
ITEM 16. EXHIBITS
Exhibit No. Description
- ----------- -----------
3(i).1* Certificate of Incorporation of Meiguo Ventures I, Inc. filed
October 31, 2008, with the Secretary of State of Delaware
3(i).2* Certificate of Amendment to the Certificate of Incorporation of
Meiguo Ventures I, Inc. filed on March 10, 2010, with the
Secretary of State of Delaware
3(ii)* By-Laws of Meiguo Ventures I, Inc.
4.1* Meiguo Ventures I, Inc. Certificate of Common Stock (Specimen)
5.1** Opinion of David E. Wise, Esq., Attorney at Law
10.1** Escrow Agreement by, between and among Meiguo Ventures I, Inc.,
Wilimington Trust Company and the Selling Shareholders
14* Code of Business Conduct and Ethics
21* Subsidiaries.
23.1** Consent of David E. Wise, Esq. (contained in Exhibit 5.1)
23.2** Consent of Stan J. H. Lee, Certified Public Accountant
- ----------
* Previously filed.
** Filed herewith.
The exhibits are not part of the prospectus and will not be distributed
with the prospectus, unless requested by the selling shareholders.
ITEM 17. UNDERTAKINGS
We hereby undertake the following:
1. Insofar as indemnification for liabilities arising under the Securities
Act may be available to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
and paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
2. a. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
II-4
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of the securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
3. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.
4. File a post-effective amendment to remove from registration any of the
securities being registered that remain unsold at the end of the offering.
5. Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering shall be deemed to be part of and included in
the registration statement as of the date it is first used after effectiveness,
provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registrations statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such date of first use.
6. That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(a) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(b) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(c) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(d) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
II-5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-1 and has duly caused this
Amendment No. 4 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cave Creek, State of
Arizona, on the 18th day of October, 2010.
Meiguo Ventures I, Inc.
By: /s/ David W. Keaveney
----------------------------------
David W. Keaveney
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, as
amended, this Amendment No. 4 to Registration Statement on Form S-1 has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ David W. Keaveney President October 18, 2010
- ----------------------------- Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Secretary and Director
II-6
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
3(i).1* Certificate of Incorporation of Meiguo Ventures I, Inc. filed
October 31, 2008, with the Secretary of State of Delaware
3(i).2* Certificate of Amendment to the Certificate of Incorporation of
Meiguo Ventures I, Inc. filed on March 10, 2010, with the
Secretary of State of Delaware
3(ii)* By-Laws of Meiguo Ventures I, Inc.
4.1* Meiguo Ventures I, Inc. Certificate of Common Stock (Specimen)
5.1** Opinion of David E. Wise, Esq., Attorney at Law
10.1** Escrow Agreement by, between and among Meiguo Ventures I, Inc.,
Wilimington Trust Company and the Selling Shareholders
14* Code of Business Conduct and Ethics
21* Subsidiaries.
23.1** Consent of David E. Wise, Esq. (contained in Exhibit 5.1)
23.2** Consent of Stan J. H. Lee, Certified Public Accountant
- ----------
* Previously filed.
** Filed herewith.