Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2011
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION FROM ____________ TO ___________
Commission File Number: 000-53807
MEIGUO ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware 26-3551294
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
28248 North Tatum Blvd., Suite B-1-434
Cave Creek, Arizona 85331
(Address of principal executive offices) (Zip code)
(602) 300-0432
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 10, 2011, there were
25,000,000 outstanding shares of the Registrant's Common Stock, $0.0001 par
value.
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements ............................................... 3
Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010 .. 3
Statements of Operations for the Three Months Ended March 31, 2011 and
2010, and for the Period from October 8, 2008 (Inception) to March 31,
2011 (Unaudited) ....................................................... 4
Statement of Changes in Stockholders' Deficit for the Period from
October 8, 2008 (Inception) to March 31, 2011 (Unaudited) .............. 5
Statements of Cash Flows for the Three Months Ended March 31, 2011
and 2010, and for the Period from October 8, 2008 (Inception) to
March 31, 2011 (Unaudited) ............................................. 6
Notes to Financial Statements as of March 31, 2011 (Unaudited) ......... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations .............................................. 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk ......... 14
Item 4. Controls and Procedures ............................................ 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings .................................................. 16
Item 1A. Risk Factors ....................................................... 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ........ 16
Item 3. Defaults Upon Senior Securities .................................... 16
Item 4. Submission of Matters to a Vote of Security Holders ................ 16
Item 5. Other Information .................................................. 16
Item 6. Exhibits ........................................................... 16
SIGNATURES .................................................................. 17
2
MEIGUO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
March 31, December 31,
2011 2010
-------- --------
(Unaudited)
ASSETS
Current Assets:
Cash $ -- $ --
-------- --------
Total Current Assets -- --
-------- --------
Total Assets $ -- $ --
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accrued expenses 5,900 900
Advances from shareholder $ 2,590 $ 2,590
-------- --------
Total Current Liabilities 8,490 3,490
-------- --------
Total Liabilities 8,490 3,490
-------- --------
Stockholders' Deficit
Preferred stock, $0.001 par value, 20,000,000 shares
authorized, none issued and outstanding -- --
Common stock, $0.001 par value, 250,000,000 shares
authorized, 25,000,000 issued and outstanding 2,500 2,500
Deficit accumulated during development stage (10,990) (5,990)
-------- --------
Total Stockholders' Deficit (8,490) (3,490)
-------- --------
Total Liabilities and Stockholders' Deficit $ -- $ --
======== ========
See unaudited notes to financial statements
3
MEIGUO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the
Period from
October 8, 2008
For the Three Months Ended March 31, (Inception) to
----------------------------------- March 31,
2011 2010 2011
------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited)
Revenues $ -- $ -- $ --
------------ ------------ ------------
Operating Expenses
Professional fees 4,840 -- 7,740
General and administrative 160 -- 3,250
------------ ------------ ------------
Total Operating Expenses 5,000 -- 10,990
------------ ------------ ------------
Net Loss $ (5,000) $ -- $ (10,990)
============ ============ ============
Net Loss per share - Basic and diluted $ (0.00) $ -- $ (0.00)
============ ============ ============
Weighted Average Shares Outstanding
- Basic and diluted 25,000,000 25,000,000 25,000,000
============ ============ ============
See unaudited notes to financial statements
4
MEIGUO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period from October 8, 2008 (Inception) to March 31, 2011
(Unaudited)
Deficit
Accumulated
Common Stock Additional During Total
--------------------- Paid-in Development Stockholders'
Shares Par Value Capital Stage Deficit
------ --------- ------- ----- -------
Shares issued for services at $0.0001
per share, October 8, 2008 (Inception) 25,000,000 $ 2,500 $ -- $ -- $ 2,500
Net loss for the fiscal year ended December 31, 2008 -- -- -- (2,500) (2,500)
---------- ------- ------- -------- --------
Balance, December 31, 2008 25,000,000 2,500 -- (2,500) --
Net loss for the year ended December 31, 2009 -- -- -- (1,250) (1,250)
---------- ------- ------- -------- --------
Balance, December 31, 2009 25,000,000 2,500 -- (3,750) (1,250)
Net loss for the year ended December 31, 2010 -- -- -- (2,240) (2,240)
---------- ------- ------- -------- --------
Balance, December 31, 2010 25,000,000 2,500 -- (5,990) (3,490)
Net loss for the three months ended March 31, 2011 -- -- -- (5,000) (5,000)
---------- ------- ------- -------- --------
Balance, March 31, 2011 25,000,000 $ 2,500 $ -- $(10,990) $ (8,490)
========== ======= ======= ======== ========
See unaudited notes to financial statements
5
MEIGUO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the
Period from
October 8, 2008
For the Three Months Ended March 31, (Inception) to
----------------------------------- March 31,
2011 2010 2011
-------- -------- --------
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (5,000) $ -- $(10,990)
Adjustments to reconcile net loss from operations
to net cash used in operating activities:
Stock issued for services -- -- 2,500
Increase in accrued expenses 5,000 -- 5,900
-------- -------- --------
Net cash used in operating activities -- -- (2,590)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by investing activities -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from shareholder -- -- 2,590
-------- -------- --------
Net cash provided by financing activities -- -- 2,590
-------- -------- --------
NET INCREASE IN CASH -- -- --
CASH - beginning of period -- -- --
-------- -------- --------
CASH - end of period $ -- $ -- $ --
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ -- $ --
======== ======== ========
Income taxes $ -- $ -- $ --
======== ======== ========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to founder for services rendered $ -- $ -- $ 2,500
======== ======== ========
See unaudited notes to financial statements
6
MEIGUO ACQUISITION CORP
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011
(Unaudited)
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Meiguo Acquisition Corp. (the "Company") was incorporated under the laws of the
State of Delaware on October 8, 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 financial statements have been prepared in accordance with
generally accepted accounting principles for financial information and have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission for smaller reporting companies. In the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the results of operations for the period from October 8, 2008
(Inception) to March 31, 2011 have been reflected herein. The results of
operations for the period from October 8, 2008 (Inception) to March 31, 2011 are
not necessarily indicative of the results to be expected in the future.
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.
7
MEIGUO ACQUISITION CORP
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011
(Unaudited)
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 three
month period ended March 31, 2011.
EARNINGS 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.
8
MEIGUO ACQUISITION CORP
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011
(Unaudited)
NOTE 3 INCOME TAXES
At March 31, 2011, the Company had a federal income tax operating loss
carryforward of $10,990 which begins to expire in 2029. Components of net
deferred tax assets, including a valuation allowance, are as follows at March
31, 2011:
Deferred tax assets:
Net operating loss carryforward $ 3,850
-------
3,850
Less: Valuation Allowance (3,850)
-------
$ 0
=======
The valuation allowance for deferred tax assets as of March 31, 2011 was $3,580.
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 March 31, 2011, and recorded a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate for the
period ended March 31, 2011 is as follows:
2011
-------
Federal statutory tax rate (35.0)%
Change in valuation allowance 35.0%
------
Effective tax rate 0.0%
======
9
MEIGUO ACQUISITION CORP
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011
(Unaudited)
NOTE 4 GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
that contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not established any source of
revenue to cover its operating costs. The Company will engage in very limited
activities without incurring any liabilities that must be satisfied in cash
until a source of funding is secured. The Company will offer noncash
consideration and seek equity lines as a means of financing its operations. If
the Company is unable to obtain revenue producing contracts or financing or if
the revenue or financing it does obtain is insufficient to cover any operating
losses it may incur, it may substantially curtail or terminate its operations or
seek other business opportunities through strategic alliances, acquisitions or
other arrangements that may dilute the interests of existing stockholders.
NOTE 5 ADVANCE FROM A SHAREHOLDER
The shareholder advances the Company the necessary funds to cover customary
expenses. No advances were made during the three month period ended March 31,
2011 and advances from inception have amounted to $ 2,590. The balance of
advances from a shareholder as of March 31, 2011 was $ 2,590 is non- interest
bearing and has no fixed maturity.
NOTE 6 SHAREHOLDER'S EQUITY
Upon formation, the Board of Directors issued 25,000,000 shares of common stock
for $2,500 in services to the founding shareholder of the Company to fund
organizational start-up costs.
The stockholders' equity section of the Company contains the following classes
of capital stock as of March 31, 2011:
* Common stock, $0.0001 par value: 250,000,000 shares authorized;
25,000,000 shares issued and outstanding.
* Preferred stock, $0.0001 par value: 20,000,000 shares authorized; with
zero (0) shares issued and outstanding.
NOTE 7 SUSBSEQUENT EVENTS
The Company has performed an evaluation of subsequent events pursuant to ASC
Topic 855. The Company is not aware of any subsequent events which would require
recognition or disclosure in the financial statements.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
CAUTIONARY FORWARD - LOOKING STATEMENT
The following discussion should be read in conjunction with our financial
statements and related notes.
Certain matters discussed herein may contain forward-looking statements
that are subject to risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the following:
* the volatile and competitive nature of our industry,
* the uncertainties surrounding the rapidly evolving markets in which we
compete,
* the uncertainties surrounding technological change of the industry,
* our dependence on its intellectual property rights,
* the success of marketing efforts by third parties,
* the changing demands of customers and
* the arrangements with present and future customers and third parties.
Should one or more of these risks or uncertainties materialize or should
any of the underlying assumptions prove incorrect, actual results of current and
future operations may vary materially from those anticipated.
GENERAL
The Company was incorporated in the State of Delaware on October 8, 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 no cash. There are a number of factors
that raise substantial doubt about our ability to continue as a going concern,
as stated in Note 4 of the financial statement footnotes included in this Form
10-Q. In addition, the Independent Auditor's Report to our financial statements
for the fiscal year ended December 31, 2010, included in our previously filed
Form 10-K, discusses our ability to continue as a going concern and identifies
such doubts, including the facts (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 stockholders.
The Company has registered its Common Stock on a Form 10 registration
statement filed pursuant to the Securities Exchange Act of 1934 ("Exchange Act")
and Rule 12(g) promulgated thereunder. The Company files with the U.S.
Securities and Exchange Commission periodic reports under Rule 13(a) of the
Exchange Act, including quarterly reports on Form 10-Q and annual reports on
Form 10-K.
The financial statements included in this Form 10-Q have been prepared in
accordance with generally accepted accounting principles for financial
information and have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission for smaller reporting companies. In the
opinion of management, all adjustments, consisting of normal recurring accruals,
necessary for a fair presentation of the results of operations for the period
from October 8, 2008 (Inception) to March 31, 2011 have been reflected herein.
11
The results of operations for the period from October 8, 2008 (Inception) to
March 31, 2011 are not necessarily indicative of the results to be expected in
the future. These statements should be read in conjunction with the audited
financial statements for the years ended December 31, 2010 and 2009, included in
our previously filed Form 10-K.
The Company was formed to engage in a merger with or acquisition of an
unidentified private company, which desires to become a reporting (public)
company whose securities are qualified for trading in the United States
secondary market. The Company meets the definition of a blank check company
contained in Section 7(b)(3) of the Securities Act of 1933, as amended. The
Company believes that there are perceived benefits to being a reporting company
with a class of publicly-traded securities which may be attractive to foreign
and domestic private companies.
These benefits are commonly thought to include:
1. the ability to use registered shares to make acquisition of assets or
businesses;
2. increased visibility in the financial community;
3. the facilitation of borrowing from financial institutions;
4. improved trading efficiency;
5. shareholder liquidity;
6. greater ease in subsequently raising capital;
7. compensation of key employees through options for stock for which
there is a public market;
8. enhanced corporate image; and
9. a presence in the United States capital market.
A private company, which may be interested in a business combination with
the Company, may include the following:
1. a company for which a primary purpose of becoming public is the use of
its securities for the acquisition of assets or businesses;
2. a company which is unable to find an underwriter of its securities or
is unable to find an underwriter of securities on terms acceptable to
it;
3. a company which wishes to become public with less dilution of its
Common Stock than would occur normally upon an underwriting;
4. a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become public;
5. a foreign company which may wish an initial entry into the United
States securities market;
6. a special situation company, such as a company seeking a public market
to satisfy redemption requirements under a qualified Employee Stock
Option Plan; and
7. a company seeking one or more of the other benefits believed to attach
to a public company.
The Company is authorized to enter into a definitive agreement with a wide
variety of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which private company,
if any, the Company will enter into a definitive agreement or what will be the
industry, operating history, revenues, future prospects or other characteristics
of that company.
As of the date hereof, management of the Company has not made any final
decision for a business combination with any private corporations, partnerships
or sole proprietorships. When any such agreement is reached or other material
fact occurs, the Company will file notice of such agreement or fact with the
U.S. Securities and Exchange Commission on Form 8-K. Persons reading this Form
10-Q are advised to see if the Company has subsequently filed a Form 8-K.
There is presently no trading market for the Company's common stock and no
market may ever exist for the Company's common stock. The Company plans to apply
for a corporate CUSIP Bureau Number for its common stock and to assist
broker-dealers in complying with Rule 15c2-11 of the Securities Exchange Act of
1934, as amended, so that such brokers can trade the Company's common stock in
12
the Over-The-Counter Electronic Bulletin Board ("OTC Bulletin Board" or "OTCBB")
after the Company is no longer classified as a "BLANK CHECK" or shell company,
as defined by the U.S. Securities and Exchange Commission. There can be no
assurance to investors that any broker-dealer will actually file the materials
required in order for such OTC Bulletin Board trading to proceed.
The U.S. Securities and Exchange Commission has adopted a rule (Rule 419)
which defines a blank-check company as (i) a development stage company, that is
(ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no
specific business plan or purpose or has indicated that its business plan is to
engage in a merger or acquisition with an unidentified company or companies.
RESULTS OF OPERATIONS:
The Company has not generated any revenues since its inception on October
8, 2008.
FOR THE THREE MONTHS ENDED MARCH 31, 2011 COMPARED TO MARCH 31, 2010.
The Company's operations for the three months ended March 31, 2011
consisted of general and administrative expenses in the amount of $5,000 made up
of $4,840 in professional fees for fees paid or accrued to the auditor and
attorney and $160 in filing fees. The Company had no expenses or activity for
the quarter ended March 31, 2010.
FOR THE PERIOD FROM OCTOBER 8, 2008 (INCEPTION) TO MARCH 31, 2011.
Expenses from inception consist of professional fees of $7,740 and general
and administrative expenses consisting of organization and related expenses of
$2,500 and filing fees of $750.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations from October 8, 2008 (inception) to March
31, 2011 with the proceeds of loans from our shareholder in the aggregate amount
of $2,590.
We had $0 cash on hand as of March 31, 2011 and as of December 31, 2010. We
will continue to need additional cash during the following twelve months and
these needs will coincide with the cash demands resulting from implementing our
business plan and remaining current with our Securities and Exchange Commission
filings. There is no assurance that we will be able to obtain additional capital
as required, or obtain the capital on acceptable terms and conditions.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has not begun generating revenue, is
considered a development stage company, has experienced recurring net operating
losses, had a net loss of $5,000 for the three months ended March 31, 2011, and
a working capital deficiency of $8,490 at March 31, 2011. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this uncertainty. We will
need to raise funds or implement our business plan to continue operations.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
13
BUSINESS COMBINATION
The Company will attempt to locate and negotiate with a business entity for
the combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange ("business combination"). In most instances the target company will
wish to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that the Company will be
successful in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of
businesses, and it may acquire a business, which is in its preliminary or
development stage, which is already in operation, or in essentially any stage of
its business life. It is impossible to predict the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity.
It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated element of its transaction, the Company may agree to register all
or a part of such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into an
agreement for a business combination or has consummated a business combination.
The issuance of additional securities and their potential sale into any trading
market which may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market develops, of
which there is no assurance.
The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Negotiations with a target
company will likely focus on the percentage of the Company, which the target
company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms. Any merger or
acquisition effected by the Company can be expected to have a significant
dilution effect on the percentage of shares held by the Company's shareholders
at such time.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures.
We conducted an evaluation under the supervision and with the participation
of our management, including David W. Keaveney, our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. The term "disclosure controls and
procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other
procedures of a company that are designed to ensure that information required to
be disclosed by the company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures also include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by a
14
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the company's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate, to allow timely decisions regarding required
disclosure. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded as of December 31, 2009, and again as of September
30, 2010, that our disclosure controls and procedures have been improved and
were effective at the reasonable assurance level in our internal controls over
financial reporting discussed immediately below.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Our
internal control over financial reporting includes those policies and procedures
that:
(1) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with U.S. GAAP, and that our receipts and expenditures are being made
only in accordance with the authorization of our management and
directors; and
(3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2010 and again as of March 31, 2011. In
making this assessment, management used the framework set forth in the report
entitled Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework
summarizes each of the components of a company's internal control system,
including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v) monitoring. This annual
report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permits us to provide only management's report in this annual
report.
IDENTIFIED MATERIAL WEAKNESSES AND SIGNIFICANT DEFICIENCIES
A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the financial statements will not be prevented or detected.
Management identified no such material weakness or deficiency during its
assessment of our internal control over financial reporting as of December 31,
2010, and again as of March 31, 2011.
(b) Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2011, we did not make any changes in our
internal controls over financial reporting.
15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not aware of any threatened or pending litigation against
the Company.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Since June 30, 2010, the Company has not issued any equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
See Exhibit Index below for exhibits required by Item 601 of regulation
S-K.
EXHIBIT INDEX
List of Exhibits attached or incorporated by reference pursuant to Item 601
of Regulation S-K:
Exhibit Description
------- -----------
31.1 Certification under Section 302 of Sarbanes-Oxley Act of 2002.
32.1 Certification under Section 906 of Sarbanes-Oxley Act of 2002.
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MEIGUO ACQUISITION CORP.
Date: May 10, 2011 /s/ David W. Keaveney
----------------------------------------------
David W. Keaveney
President, Chief Executive Officer and Chief
Financial (Principal Accounting, Executive and
Financial Officer)
1
