Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ___________
Commission File Number 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)
Registrant's telephone number, including area code: (602) 300-0432
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
Common Stock, $.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that he 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S- K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
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
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 Act). Yes [X] No [ ]
The aggregate marker value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the Registrant's second fiscal quarter (June 30, 2010) was
approximately $-0-. Not applicable because no market has been established for
the common stock.
On March 15, 2011, 25,000,000 shares of the Registrant's common stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
TABLE OF CONTENTS
ITEMS PAGE
----- ----
PART I
Item 1. Business 4
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 10
Item 2. Properties 10
Item 3. Legal Proceedings 10
Item 4. (Removed and Reserved) 10
PART II
Item 5. Market For Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities 10
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 12
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 16
Item 9A. Controls and Procedures 16
Item 9B. Other Information 17
PART III
Item 10. Directors, Executive Officers and Corporate Governance 18
Item 11. Executive Compensation 21
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 22
Item 13 Certain Relationships and Related Transactions, and Director
Independence 24
Item 14. Principal Accounting Fees and Services 24
PART IV
Item 15. Exhibits, Financial Statement Schedules 25
2
CAUTIONARY STATEMENT
This Form 10-K contains "forward looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Some of the statements
contained in this Form 10-K for Meiguo Acquisition Corp. ("Company") discuss
future expectations, contain projections of results of operation or financial
condition or state other "forward looking" information. These statements are
subject to known and unknown risks, uncertainties, and other factors that could
cause the actual results to differ materially from those contemplated by the
statements. The forward looking information is based on various factors and is
derived using numerous assumptions.
Management expresses its expectations, beliefs and projections in good
faith and believes the expectations reflected in these forward looking
statements are based on reasonable assumptions; however, Management cannot
assure current stockholders or prospective stockholders that these expectations,
beliefs and projections will prove to be correct. Such forward looking
statements reflect the current views of Management with respect to the Company
and anticipated future events.
Management cautions current stockholders and prospective stockholders that
such forward looking statements, including, without limitation, those relating
to the Company's future business prospects, demand for its products, revenues,
capital needs, expenses, development and operation costs, wherever they occur in
this Form 10-K, as well as in the documents incorporated by reference herein,
are not guarantees of future performance or results, but are simply estimates
reflecting the best judgment of Management and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by such forward looking statements.
Important factors that may cause actual results to differ from projections
include, for example:
* the success or failure of management's efforts to implement their
business strategy;
* the ability of the Company to raise sufficient capital to meet
operating requirements;
* the ability of the Company to compete with major established
companies;
* the effect of changing economic conditions;
* the ability of the Company to attract and retain quality employees;
* the current global recession and financial uncertainty; and
* other risks which may be described in future filings with the SEC.
Words such as "anticipates," "expects," "intends," "plans," "believes,"
"seeks," "estimates," and variations of such words and similar expressions are
intended to identify such forward looking statements. These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual results and
outcomes may differ materially from what is expressed or forecasted in any such
forward looking statements. Unless required by law, the Company undertakes no
obligation to update publicly any forward looking statements, whether as a
result of new information, future events or otherwise.
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PART I
ITEM 1. BUSINESS.
BUSINESS DEVELOPMENT
Meiguo Acquisition Corp. ("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. The Independent
Auditor's Report to our financial statements for the fiscal year ended December
31, 2009, included in this Form 10-K, 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 stockholders.
OUR BUSINESS
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 is a
"shell company," because it has no or nominal assets (other than a minimal
amount of 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.
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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 no cash at this time and no plan to raise 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. 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, 2011. In the event that Mr. Keaveney fails to
pay such costs, 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;
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* 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.
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.
6
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"),
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 stockholders 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 stockholders 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 stockholders of the Company
prior to such reorganization.
Our present stockholders 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 stockholders.
In the case of an acquisition, the transaction may be accomplished upon the
sole determination of management without any vote or approval by stockholders.
In the case of a statutory merger or consolidation directly involving the
Company, it will likely be necessary to call a stockholders' 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 stockholders. 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 recently began our search for viable business
combination targets. However, as of the date of this Form10-K, we have not
identified any viable combination targets. We believe there are many valuable
resources we can reach out to in order to identify potential targets including,
7
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
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 and 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 and
press releases. Mr. Keaveney also has experience in working with auditors and
securities counsel, applying for CUSIP Service Bureau numbers and filing of Form
15c-211s that could save the potential target and the combined entity
substantial amounts of time and money.
REPORTS TO SECURITY HOLDERS
1. We are 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.
8
HOW TO CONTACT US
The Company's 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.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS
The Company's common stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934 ("1934 Act"). As a result of such registration,
the Company is subject to Regulation 14A of the "1934 Act," which regulates
proxy solicitations. Section 14(a) requires all companies with securities
registered pursuant to Section 12(g) thereof to comply with the rules and
regulations of the Commission regarding proxy solicitations, as outlined in
Regulation 14A. Matters submitted to stockholders of the Company at a special or
annual meeting thereof or pursuant to a written consent will require the Company
to provide its stockholders with the information outlined in Schedules 14A or
14C of Regulation 14; preliminary copies of this information must be submitted
to the Commission at least 10 days prior to the date that definitive copies of
this information are forwarded to stockholders.
The Company is also required to file annual reports on Form 10-K and
quarterly reports on Form 10-Q with the Commission on a regular basis and will
be required to disclose certain events in a timely manner (e.g., changes in
corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business; and bankruptcy) in a
Current Report on Form 8-K.
WE WILL BE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY
ACT. IF WE ARE UNABLE TO TIMELY COMPLY WITH SECTION 404 OR IF THE COSTS RELATED
TO COMPLIANCE ARE SIGNIFICANT, OUR PROFITABILITY, STOCK PRICE AND RESULTS OF
OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.
The Company is required to comply with the provisions of Section 404 of the
Sarbanes-Oxley Act of 2002, which requires that we document and test our
internal controls and certify that we are responsible for maintaining an
adequate system of internal control procedures for the 2010 fiscal year. This
section also requires that our independent registered public accounting firm
opine on those internal controls and management's assessment of those controls.
We are currently evaluating our existing controls against the standards adopted
by the Committee of Sponsoring Organizations of the Treadway Commission. During
the course of our ongoing evaluation and integration of the internal controls of
our business, we may identify areas requiring improvement, and we may have to
design enhanced processes and controls to address issues identified through this
review (see Item 9A, below for a discussion of our internal controls and
procedures).
We believe that the out-of-pocket costs, the diversion of management's
attention from running the day-to-day operations and operational changes caused
by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley
Act could be significant. If the time and costs associated with such compliance
exceed our current expectations, our results of operations and the future 1934
Act filings by our Company could be materially adversely affected.
9
ITEM 1A. RISK FACTORS.
We are a smaller reporting company and are not required to provide the
information required by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2. PROPERTIES.
The Company neither rents nor owns any properties. The Company currently
has no policy with respect to investments or interests in real estate, real
estate mortgages or securities of, or interests in, persons primarily engaged in
real estate activities.
ITEM. 3 LEGAL PROCEEDINGS.
The Company is not the subject of any pending legal proceedings to the
knowledge of management, nor is there any presently contemplated against the
Company by any federal, state, or local government agency. Further, to the
knowledge of management, no director or executive officer is a party to any
action in which his interest is adverse to the Company.
ITEM 4. (REMOVED AND RESERVED).
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET INFORMATION.
The Company's Common Stock is not trading on any stock exchange. The
Company is not aware of any market activity in its stock since its inception and
through the date of this filing. There is no assurance that a trading market
will ever develop or, if such a market does develop, that it will continue.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for purposes relevant to us, as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks and (ii) 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 purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
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penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination and (ii) 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 about
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.
HOLDERS
As of March 15, 2011, there was one shareholder of record of the Company's
Common Stock.
DIVIDENDS
The Company has not declared any cash dividends with respect to its common
stock or preferred stock since October 8, 2008, the date of our incorporation,
and does not intend to declare dividends in the foreseeable future. There are no
material restrictions limiting or that are likely to limit the Company's ability
to pay dividends on its outstanding securities.
RECENT ISSUANCE OF UNREGISTERED SECURITIES
Since October 8, 2008, the date of our incorporation, the Company has
issued the following securities without registration under the Securities Act of
1933: 25,000,000 shares of our Common Stock were issued to David W. Keaveney,
our President, in exchange for incorporation fees and annual resident fees in
the State of Delaware, developing our business concept and plan, auditing fees
and for covering the costs of preparing and filing our Form 10 registration
statement with the SEC.
Management believes the above shares of common stock were issued pursuant
to the exemption from registration under Section 4(2) of the Securities Act of
1933, as amended, because:
* None of these issuances involved underwriters, underwriting discounts
or commissions;
* We placed restrictive legends on all certificates issued;
* No sales were made by general solicitation or advertising;
* Sales were made only to accredited investors
In connection with the above transaction, we provided the following to the
investor:
* Access to all our books and records.
* Access to all material contracts and documents relating to our
operations.
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* The opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the investors were given access.
The Company's Board of Directors has the power to issue any or all of the
authorized but unissued Common Stock without stockholder approval. The Company
currently has no commitments to issue any shares of common stock. However, the
Company will, in all likelihood, issue a substantial number of additional shares
in connection with a business combination. Since the Company expects to issue
additional shares of common stock in connection with a business combination,
existing stockholders of the Company may experience substantial dilution in
their shares. However, it is impossible to predict whether a business
combination will ultimately result in dilution to existing shareholders. If the
target has a relatively weak balance sheet, a business combination may result in
significant dilution. If a target has a relatively strong balance sheet, there
may be little or no dilution.
PURCHASES OF ISSUER'S EQUITY SECURITIES
We have never repurchased any of our outstanding securities.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
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. The Independent Auditor's
Report to our financial statements for the fiscal year ended December 31, 2010,
included in this Form 10-K, 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 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.
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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; or
7. a company seeking one or more of the other benefits believed to attach
to a public company.
13
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-K 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
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
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 YEAR ENDED DECEMBER 31, 2010
The Company's operations for the year ended December 31, 2010 were general
and administrative expenses in the amount of $2,240 consisting of $590 in filing
fees and $1,650 of professional fees paid to an accountant and the audit firm.
FOR THE PERIOD FROM OCTOBER 8, 2008 (INCEPTION) TO DECEMBER 31, 2010.
Expenses from inception consist of professional fees of $2,900 and general
and administrative expenses consisting of organization and related expenses of
$2,500 and filing fees of $590.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations from October 8, 2008 (inception) to
December 31, 2010 through proceeds from a loan from our shareholder in the
amount of $2,590.
We had $0 cash on hand as of December 31, 2010 and 2009. 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
14
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 $2,240 for the year ended December 31, 2010, and a
working capital deficiency of $3,49 at December 31, 2010. 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.
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.
15
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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements and supplementary data may be found beginning at
page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
David W. Keaveney, our Chief Executive Officer and Chief Financial Officer,
conducted an evaluation 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
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, 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:
16
(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. 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.
We did not have effective comprehensive entity-level internal controls
specific to the structure of our board of directors and organization of critical
committees. Due to our expected expansion, as disclosed in this Form 10-K,
without correcting this significant deficiency and ensuring that our board of
directors has the proper oversight and committees are properly established, the
control environment in subsequent years may not be effective.
This Annual Report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this Annual Report.
ITEM 9B. OTHER INFORMATION.
Not applicable.
17
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our executive officers are elected by the board of directors and serve at
the discretion of the board, subject to employment and/or consulting agreements,
if any, described in Item 11, below. 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:
IDENTITY OF DIRECTORS AND EXECUTIVE OFFICERS AS OF MARCH 15, 2011.
Director
Name Since Age Position *
---- ----- --- ----------
David W. Keaveney October 8, 2008 41 President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer
and Director
----------
* All Company officers serve at the pleasure of the Board of Directors. All
current members of the Board of Directors will serve as such until the next
annual meeting of stockholders or until their successors are duly elected.
DAVID KEAVENEY has been the President, Chief Financial Officer, Secretary
and Director of Meiguo Acquisition Corp., a Delaware corporation, since its
inception on 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 April 2008, until November 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 served as the President and a director
of 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). From October 31, 2008, until January 31, 2011, Mr.
Keaveney served as President, Chief Executive Officer and the sole director of
Meiguo Ventures I, Inc., a company with a class of equity securities registered
pursuant to Section 12(g) of the 1934 Act. Mr.Keaveney is the Managing Member of
Shareholder Advocates, LLC, a privately held Arizona limited liability company.
18
DIRECTORSHIPS
No Director of the Company or person nominated or chosen to become a
Director holds 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.
SIGNIFICANT EMPLOYEES
No other significant employees exist.
FAMILY RELATIONSHIPS
There are no family relationships between any officer, director or person
who will be nominated to serve on our Board of Directors.
COMPENSATION OF DIRECTORS
Since our inception on October 8, 2008, we have not compensated our
Directors for serving on our Board of Directors.
There are no arrangements or understandings between any of the directors or
executive officers, or any other person or person pursuant to which they were
selected as directors and/or officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past five years, no present director, executive officer or
person nominated to become a director or an executive officer of the Company:
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,
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
19
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 FINANCIAL EXPERT AND IDENTIFICATION OF AUDIT COMMITTEE
Our board of directors acts as our audit committee. No member of our board
of directors is an "audit committee financial expert," as that term is defined
in Item 401(e) of Regulation S-K promulgated under the Securities Act of 1933,
as amended. Our board of directors concluded that the benefits of retaining an
individual who qualifies as an "audit committee financial expert" would be
outweighed by the costs of retaining such a person.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial ownership on Form
3, changes in beneficial ownership on Form 4 and an annual statement of
beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent shareholders are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.
Based on our review of the copies of such forms filed with the SEC
electronically, received by the Company and representations from certain
reporting persons, the Company believes that during the fiscal year ended
December 31, 20010, all the officers, directors and more than 10% beneficial
owners have complied with the above described filing requirements.
CODE OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a Code of Business Conduct and Ethics applicable to
its employees and officers, including its principal executive officer, principal
financial officer, principal accounting officer or controller and any other
persons performing similar functions. The Code of Business Conduct and Ethics
will be provided free of charge by the Company 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.
20
ITEM 11. EXECUTIVE COMPENSATION.
David Keaveney, the Company's sole officer and director, has not received
any compensation for his services rendered to the Company since inception on
October 8, 2008, 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. The board of directors (consisting solely of Mr. Keaveney) valued the
formation expenses and services at $2,500 and issued 25,000,000 shares of
restricted common stock as founders shares to Mr. Keaveney. To the extent that
the formation expenses were less than $2,500, then Mr. Keaveney is deemed to
have received compensation for such difference.
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.
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
There are no understandings or agreements regarding compensation our
management will receive after a business combination that is required to be
included in this table, or otherwise.
EMPLOYMENT CONTRACTS
We do not have any employment agreements.
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.
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.
21
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.
OTHER CONTRACTS
None.
OPTION/SAR GRANTS TABLE
There were no stock options/SARS granted under the Company's stock option
plans to executive officers and directors during fiscal 2010 or 2009.
AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE
There were no exercises of stock options/SAR by executive officers during
fiscal 2010 or 2009.
LONG-TERM INCENTIVE PLAN AWARDS
There were no long-term incentive plan awards made in the last two fiscal
years.
REPRICING OPTIONS
During the fiscal year ended December 31, 2010, the Company did not reprice
any stock options.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
To our knowledge, the following table sets forth, as of March 15, 2011,
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.
22
To the best of our knowledge, the persons named have sole voting and
investment power with respect to such shares, except as otherwise noted. There
are not any pending arrangements that may cause a change in control. However, it
is anticipated that there will be one or more change of control, including
adding members of management, possibly involving the private sale or redemption
of our principal shareholder's securities or our issuance of additional
securities, at or prior to the closing of a business combination.
The information presented below regarding beneficial ownership of our
voting securities has been presented in accordance with the rules of the U.S.
Securities and Exchange Commission and is not necessarily indicative of
ownership for any other purpose. Under these rules, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of the security or the power to dispose or direct the
disposition of the security. A person is deemed to own beneficially any security
as to which such person has the right to acquire sole or shared voting or
investment power within 60 days through the conversion or exercise of any
convertible security, warrant, option or other right. More than one person may
be deemed to be a beneficial owner of the same securities. The percentage of
beneficial ownership by any person as of a particular date is calculated by
dividing the number of shares beneficially owned by such person, which includes
the number of shares as to which such person has the right to acquire voting or
investment power within 60 days, by the sum of the number of shares outstanding
as of such date plus the number of shares as to which such person has the right
to acquire voting or investment power within 60 days. Consequently, the
denominator used for calculating such percentage may be different for each
beneficial owner. Except as otherwise indicated below, we believe that the
beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown.
Amount and Nature of Percentage
Name and Address Beneficial Ownership of Class
---------------- -------------------- --------
David Keaveney (1) 25,000,000 100%
28248 North Tatum, Ste. B-1-434
Cave Creek, Arizona 85331
All Officers and Directors
as a group (1 person) 25,000,000 100%
----------
(1) David Keaveney is President, Chief Financial Officer, Secretary and sole
director of Meiguo Acquisition Corp. Mr. Keaveney provided $2,500 in
services and out of pocket expenses to form the Company and develop our
business plan.
The above table is based upon information derived from our stock records.
We believe that each of the shareholders named in this table has sole or shared
voting and investment power with respect to the shares indicated as beneficially
owned; except as set forth above, applicable percentages are based upon
25,000,000 shares of common stock outstanding.
23
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS:
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
On October 8, 2008 (inception), the Company issued 25,000,000 restricted
shares of its common stock to David Keaveney in exchange for incorporation fees,
annual resident agent fees in the State of Delaware and developing our business
concept and plan. All shares were considered issued at their par value ($.0001
per share). See Item 10, "Recent Sales of Unregistered Securities." With respect
to the sales made to our single stockholder, the Company relied upon an
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended ("Securities Act").
David Keaveney, the Company's sole officer and director, has paid all
expenses incurred by the Company, which include only resident agent fees, basic
state and local fees and taxes and costs related to filing our Form 10 and Form
10-K with the SEC. On a going forward basis, Mr. Keaveney has verbally committed
to taking responsibility for all expenses incurred by the Company through the
date of completion of a business transaction described in Item 1 of this Form
10-K. Therefore, the Company will not have any expenses until the consummation
of a transaction.
We utilize the office space and equipment of David 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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has renewed the engagement of Stan J. H. Lee, Certified
Public Accountant, to serve as the independent accounting firm responsible for
auditing our financial statements for the fiscal year ended December 31, 2010.
(1) Audit Fees. During the fiscal year ended December 31, 2010, the
aggregate fees billed by the Company's auditors for services rendered for the
audit of our annual financial statements and for services provided in connection
with the statutory and regulatory filings or engagements for 2010, was $600.
During the fiscal year ended December 31, 2009, the aggregate fees billed by the
Company's auditors, for services rendered for the audit of our annual financial
statements and for services provided in connection with the statutory and
regulatory filings or engagements for 2009 was $750.
(2) Audit-Related Fees. During fiscal years ended December 31, 2010 and
2009, our auditors did not receive any fees for any audit-related services other
than as set forth in paragraph (1), above.
(3) Tax Fees. Our auditors did not provide tax compliance, tax advice, or
tax planning advice during the fiscal years ended December 31, 2010 and 2009.
(4) All Other Fees. None.
24
(5) Audit Committee's Pre-Approval Policies and Procedures.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules
that require that before Principal Accountants are engaged by us to render any
auditing or permitted non-audit related service, the engagement be:
* approved by our audit committee (which consists of our entire board of
directors); or
* entered into pursuant to pre-approval policies and procedures
established by the board of directors, provided the policies and
procedures are detailed as to the particular service, the board of
directors is informed of each service, and such policies and
procedures do not include delegation of the board of directors'
responsibilities to management.
We do not have a formal audit committee. The board of directors
pre-approves all services provided by our independent auditors. All of the above
services and fees were reviewed and approved by the board of directors either
before or after the respective services were rendered.
The board of directors has considered the nature and amount of fees billed
by our principal accountants and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining our principal
accountants' independence.
During the 2010 and 2009 fiscal years, the Company used the following
pre-approval procedures related to the selection of our independent auditors and
the services they provide: unanimous consent of all directors via a board
resolution.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) (1) Financial Statements
Financial statements for Meiguo Acquisition Corp. listed in the Index
to Financial Statements and Supplementary Data on page F-1 are filed
as part of this Annual Report.
(a) (2) Financial Statement Schedule
Financial Statement Schedule for Meiguo Acquisition Corp. listed in
the Index to financial Statements and Supplementary Data on page F-1
are filed as part of this Annual Report.
25
EXHIBIT INDEX
List of Exhibits attached or incorporated by reference pursuant to Item 601 of
Regulation S-B
Exhibit Description
------- -----------
3.1* Certificate of Incorporation filed with the Secretary of State of
Delaware on October 8, 2008 (Exhibit 3.1 to the Company's registration
Statement on form 10 filed with the Commission on October 27, 2009).
3.2* By-laws of the Company (Exhibit 3.2 to the Company's Registration
Statement on Form 10 filed with the Commission on October 27, 2009).
14* Code of Business Conduct and Ethics
21** Subsidiaries of the Company
31.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350
32.1** 906 Certification of Principal Executive Officer
----------
* Exhibits incorporated herein by reference. File No. 000-53807.
** Filed herewith
26
SIGNATURES
In accordance with 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.
Dated: March 21, 2011 /s/ David W. Keaveney
-------------------------------------------
By: David W. Keaveney
Its: President and Chief Executive Officer
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Dated: March 21, 2011 /s/ David W. Keaveney
-------------------------------------------
By: David W. Keaveney
Its: President, Chief Executive Officer,
Chief Financial Officer and Director
(Principal Executive Officer and
Principal Financial and Accounting Officer)
27
MEIGUO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
Page Number
-----------
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets as of December 31, 2010 and 2009 F-3
Statements of Operations for the Year Ended December 31, 2010 and
for the period from October 8, 2008 (inception) to December 31, 2010 F-4
Statement of Changes in Stockholder's Equity for the period from
October 8, 2008 (inception) to December 31, 2010 F-5
Statements of Cash Flows for the Year Ended December 31, 2010 and
for the period from October 8, 2008 (inception) to December 31, 2010 F-6
Notes to Financial Statements F-7
F-1
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 ACQUISITION CORP.
We have audited the accompanying balance sheet of MEIGUO ACQUISITION CORP. (a
Development Stage Enterprise) as of December 31, 2010 and 2009, and the related
statements of operation, changes in shareholders' equity and cash flows for the
fiscal year ended December 31, 2010 and for the period from October 8, 2008
(inception) to December 31, 2010. 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. 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 ACQUISITION CORP. as of
December 31, 2010 and 2009, and the results of its operation and its cash flows
for the fiscal year ended December 31, 2010 and for the period from October 8,
2009 (inception) to December 31, 2010 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 4 to the financial statements,
the Company's losses from operations 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
March 21, 2011
F-2
MEIGUO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31,
---------------------------
2010 2009
-------- --------
ASSETS
Current Assets:
Cash $ -- $ --
-------- --------
Total Current Assets -- --
-------- --------
Total Assets $ -- $ --
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accrued expenses $ 900 $ --
Advances from shareholder 2,590 1,250
-------- --------
Total Current Liabilities 3,490 1,250
-------- --------
Total Liabilities 3,490 1,250
-------- --------
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 (5,990) (3,750)
-------- --------
Total Stockholders' Deficit (3,490) (1,250)
-------- --------
Total Liabilities and Stockholders' Deficit $ -- $ --
======== ========
See Notes to financial Statements
F-3
MEIGUO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Cummulative from
For the Year October 8, 2008
Ended (inception) to
December 31, December 31,
2010 2010
----------- -----------
Revenues
Revenues $ -- $ --
----------- -----------
Total revenues -- --
General & administrative expenses
Professional fees 1,650 2,900
Organization and related expenses 590 3,090
----------- -----------
Total general & administrative expenses 1,250 5,990
----------- -----------
Net loss $ (2,240) $ (5,990)
=========== ===========
Basic loss per share $ (0.00) $ (0.00)
=========== ===========
Weighted average number of common shares outstanding 25,000,000 25,000,000
=========== ===========
See Notes to Financial Statements
F-4
MEIGUO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period from October 8, 2008 (Inception) to December 31, 2010
Deficit
Accumulated
Common Additional During Total
Common Stock Paid-in Development Stockholders'
Stock Amount Capital Stage Deficit
----- ------ ------- ----- -------
October 8, 2008 (inception)
Shares issued for services at
$.0001 per share 25,000,000 $ 2,500 $ -- $ -- $ 2,500
Net loss for the fiscal 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)
=========== ======== ======== ======== ========
See Notes to Financial Statements
F-5
MEIGUO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Cummulative from
For the Year October 8, 2008
Ended (inception) to
December 31, December 31,
2010 2010
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,240) $ (5,990)
Adjustments to reconcile net loss to net
cash used by operating activities
Stock issued for services -- 2,500
Increase in accrued expenses 900 900
-------- --------
Net cash used by operating activities (1,340) (2,590)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities -- --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Advance from a shareholder 1,340 2,590
-------- --------
Net cash provided by financing activities 1,340 2,590
-------- --------
Net increase in cash -- --
Cash at beginning of period -- --
-------- --------
Cash at end of period $ -- $ --
======== ========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to founder for services rendered $ -- $ 2,500
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========
See Notes to Financial Statements
F-6
MEIGUO ACQUISITION CORP
(A Development Stage Company)
Notes to Financial Statements
For the Year Ended December 31, 2010 and for the period from
October 8, 2008 (inception) to December 31, 2010
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 COMPANY" as set forth in Financial Accounting Standards Board
Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7, 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
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments," defines the fair value of a financial
instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties. The carrying values of our financial
instruments, which consists of current assets and liabilities approximate fair
values due to the short-term maturities of such instruments.
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 are provided in accordance with Statement of Financial Accounting
standards No. 109 (SFAS 109), "Accounting for Income Taxes". A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carry forwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion of all
of the deferred tax assets will be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment. There were no current or deferred income tax expenses or benefits due
to the Company not having any material operations for period ended December 31,
2009.
F-7
MEIGUO ACQUISITION CORP
(A Development Stage Company)
Notes to Financial Statements
For the Year Ended December 31, 2010 and for the period from
October 8, 2008 (inception) to December 31, 2010
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
BASIC EARNINGS (LOSS) PER SHARE
In February 1997, the FASB issued SFAS No. 128,"EARNINGS PER SHARE", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No.128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No.128 effective October 7, 2008 (inception).
Basic loss per common share has been calculated based upon the weighted average
number of common shares outstanding during the period in accordance with the
Statement of Financial Accounting Standards Board Statement No. 128, "Earnings
per Share". Common stock equivalents are not used in the computation of loss per
share as their effect would be antidilutive.
IMPACT OF NEW ACCOUNTING STANDARDS
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, 2010, the Company had a federal operating loss carryforward of
$5,990 which begins to expire in 2029.
Components of net deferred tax assets, including a valuation allowance, are as
follows at December 31, 2010:
2009
--------
Deferred tax assets:
Net operating loss carryforward $ 2,097
--------
2,097
Less: Valuation Allowance (2,097)
--------
$ 0
========
The valuation allowance for deferred tax assets as of December 31, 2010 was
$2,097. 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, 2010, and recorded a full
valuation allowance.
F-8
MEIGUO ACQUISITION CORP
(A Development Stage Company)
Notes to Financial Statements
For the Year Ended December 31, 2010 and for the period from
October 8, 2008 (inception) to December 31, 2010
NOTE 3. INCOME TAXES (continued)
Reconciliation between the statutory rate and the effective tax rate for the
period ended December 31, 2010 is as follows:
2010
--------
Federal statutory tax rate (35.0)%
Change in valuation allowance 35.0%
--------
Effective tax rate 0.0%
========
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. ADVANCES FROM A SHAREHOLDER
The shareholder advances the Company the necessary funds to cover customary
Expenses which amounted to $1,340 for the year ended December 31, 2010 and
$2,590 for the period from October 8, 2008 (inception) to December 31, 2010. The
balance of advances from the shareholder as of December 31, 2010 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 December 31, 2010:
* Common stock, $0.0001 par value: 250,000,000 shares authorized;
25,000,000 shares issued and outstanding.
* Preferred stock, $0.001 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 in accordance with
ASC Topic 855 and the Company is not aware of any subsequent events which would
require recognition or disclosure in the financial statements.
F-
