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                                  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, 2012
                                       or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

              FOR THE TRANSITION FROM ____________ TO ____________

                        Commission File Number: 000-54017


                             MEIGUO VENTURES I, INC.
             (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.)

5155 Spectrum Way, Unit #5, Mississauga, ON, Canada                L4W 5A1
   (Address of principal executive offices)                       (Zip code)

                  Registrant's telephone number: (647) 426-1640

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 has submitted  electronically  and
posted on its  Website,  if any,  every  Interactive  Data File  required  to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this
chapter)  during the  preceding 12 months (or for such  shorter  period that the
registrant was required to submit and post such files). 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 March 31 2012,  there were
4,132,559  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 dated March 31, 2012 (Unaudited) and December 31, 2011 (Audited) ............................................... 3 Statements of Operations for the Three Months Ended March 31, 2011 and 2011, and for the Period from October 31, 2008 (Inception) to March 31, 2012 (Unaudited) ................ 4 Statement of Changes in Stockholders' Deficit for the period from October 31, 2008 (Inception) to March 31, 2012 (Unaudited) ... 5 Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011, and the Period from October 31, 2008 (Inception) to March 31, 2012 (Unaudited) ................................................ 6 Notes to Financial Statements (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 ........ 19 Item 4. Controls and Procedures ........................................... 19 PART II - OTHER INFORMATION Item 1. Legal Proceedings ................................................. 20 Item 1A. Risk Factors ..................................................... 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ....... 20 Item 3. Defaults Upon Senior Securities ................................... 20 Item 4. (Removed and Reserved) ............................................ 20 Item 5. Other Information ................................................. 21 Item 6. Exhibits .......................................................... 21 SIGNATURES ................................................................ 22 2
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Meiguo Ventures I, Inc. (A Development Stage Company) Balance Sheets As of As of March 31, 2012 December 31, 2011 -------------- ----------------- (Unaudited) (Audited) ASSETS: CURRENT ASSETS Cash and Cash Equivalents $ 0 $ 0 -------- -------- TOTAL CURRENT ASSETS 0 0 -------- -------- TOTAL ASSETS $ 0 $ 0 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES Accounts payable $ 0 $ 750 Accrued expenses 3,710 2,500 -------- -------- TOAL CURRENT LIABILITIES 3,710 3,250 Payable to a related parties 22,356 19,106 -------- -------- TOTAL LIABILITIES 26,066 22,356 -------- -------- COMMITMENTS AND CONTINGENCIES (NOTE 4) STOCKHOLDERS' EQUITY Common stock ($.0001 par value), 250,000,000 shares authorized 4,132,559 issued and outstanding as of 03/31/2012 and 12/31/2011 413 413 Additional paid-in capital 31,012 31,012 (Deficit) accumulated during the development stage (57,491) (53,781) -------- -------- TOTAL STOCKHOLDERS' EQUITY (26,066) (22,356) -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -- $ -- ======== ======== See Notes to Financial Statements 3
Meiguo Ventures I, Inc. (A Development Stage Company) Statements of Operations (Unaudited) Cumulative from For three months For Three Months October 31, 2008 Ended Ended (Inception) to March 31, 2012 March 31, 2011 March 31, 2012 -------------- -------------- -------------- REVENUE $ -- $ -- $ -- ---------- ---------- ---------- GENERAL AND ADMINISTRATION EXPENSES Filing Fees 460 -- 4,636 Bank charges 0 0 1,362 Professional Fees 3,250 7,230 51,493 ---------- ---------- ---------- OPERATING LOSS (3,710) (7,230) (57,491) ---------- ---------- ---------- Provision for income taxes -- -- -- ---------- ---------- ---------- NET LOSS $ (3,710) $ (7,230) $ (57,491) ========== ========== ========== NET (LOSS) PER SHARE Basic and diluted $ (0.01) $ (0.01) $ (0.02) ========== ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING Basic and diluted 4,132,559 3,751,422 4,132,559 ========== ========== ========== See Notes to Financial Statements 4
Meiguo Ventures I, Inc. (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Total Common Stock Common Additional During the Stockholder's ------------------- Stock Paid-in Development Equity Shares Amount Subscribed Capital Stage (Deficit) ------ ------ ---------- ------- ----- --------- October 31, 2008, inception, common stock subscribed @ $.0001 par value 1,000,000 $ -- $ 100 $ -- $ -- $ 100 Net loss for the period ended December 31, 2008 -- -- -- -- (230) -- ---------- ------ ------- -------- -------- -------- BALANCE, DECEMBER 31, 2008 1,000,000 -- 100 -- (230) (130) ---------- ------ ------- -------- -------- -------- Shares issued for common stock previoulsy subscribed -- 100 (100) -- -- -- Common stock issued for cash: @ $0.01 per share, Dec 15, 2009 59,000 6 -- 584 -- 590 @ $0.01 per share, Dec 15, 2009 60,000 6 -- 594 -- 600 @ $0.01 per share, Dec 15, 2009 65,000 7 -- 643 -- 650 @ $0.01 per share, Dec 15, 2009 60,000 6 -- 594 -- 600 Net loss for the period ended December 31, 2009 -- -- -- -- (3,027) (3,027) ---------- ------ ------- -------- -------- -------- BALANCE, DECEMBER 31, 2009 1,244,000 124 -- 2,416 (3,257) (717) ---------- ------ ------- -------- -------- -------- @ $.01 per share, Janaury 8, 2010 231,900 23 -- 2,296 -- 2,319 @ $.01 per share, January 15, 2010 119,169 12 -- 1,180 -- 1,192 @ $.01 per share, January 19, 2010 413,485 41 -- 4093 -- 4,134 @ $.01 per share, January 19, 2010 64,000 6 -- 634 -- 640 @ $.01 per share, January 28, 2010 57,800 6 -- 572 -- 578 @ $.01 per share, February 5, 2010 58,500 6 -- 579 -- 585 @ $.01 per share, February 22, 2010 122,555 12 -- 1,214 -- 1,226 @ $.01 per share, February 22, 2010 1,152,800 115 -- 11,413 -- 11,528 @ $.01 per share, March 3, 2010 468,350 47 -- 4,636 -- 4,683 @ $.01 per share, March 5, 2010 200,000 20 -- 1,980 -- 2,000 Net loss for the year ended December 31, 2010 -- -- -- -- (38,339) (38,339) ---------- ------ ------- -------- -------- -------- BALANCE, DECEMBER 31, 2010 4,132,559 413 -- 31,012 (41,596) (10,171) ---------- ------ ------- -------- -------- -------- Net loss for the year ended December 31, 2011 -- -- -- -- (12,185) (12,185) ---------- ------ ------- -------- -------- -------- BALANCE, DECEMBER 31, 2011 4,132,559 $ 413 $ -- $ 31,012 $(53,781) $(22,356) ---------- ------ ------- -------- -------- -------- Net Loss for the period ended March 31, 2012 -- -- -- -- (3,710) (3,710) ---------- ------ ------- -------- -------- -------- BALANCE, MARCH 31, 2012 4,132,559 $ 413 $ -- $ 31,013 $(57,491) $(26,066) ========== ====== ======= ======== ======== ======== See Notes to Financial Statements 5
Meiguo Ventures I, Inc. (A Development Stage Company) Statements of Cash Flows (Unaudited) Cumulative from For three months For Three Months October 31, 2008 Ended Ended (Inception) to March 31, 2012 March 31, 2011 March 31, 2012 -------------- -------------- -------------- CASH FLOW FROM OPERATING ACTIVITIES Net (loss) $ (3,710) $ (7,230) $(57,491) Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities: Common stock issued for services -- -- -- Changes in Assets and Liabilities Accounts payable -- (1,500) 750 Accrued expenses -- (3,600) 2,500 -------- -------- -------- NET CASH FLOW USED IN OPERATING ACTIVITIES (3,710) (12,330) (54,241) -------- -------- -------- INVESTING ACTIVITIES -- -- -- -------- -------- -------- FINANCING ACTIVITIES Proceeds from related party advances 3,710 9,761 22,816 Proceeds from sale of common stock or subscribed -- -- 31,425 -------- -------- -------- NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES 3,710 9,761 54,241 -------- -------- -------- NET CHANGE IN CASH -- (2,569) -- CASH, BEGINNING OF PERIOD -- 2,569 -- -------- -------- -------- CASH, END OF PERIOD $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 6
Meiguo Ventures 1, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2012 NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Meiguo Ventures I, Inc. (the "COMPANY") was incorporated under the laws of the State of Delaware on October 31, 2008. 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 The Company is currently a shell company and has limited operations. The Company intends to locate and combine with an existing company that is profitable or which, in management's view, has growth potential, irrespective of the industry in which it is engaged. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form. Pending negotiation and consummation of a combination the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. The Company does not currently have cash on hand sufficient to fund its operations until the earlier of a combination or a period of one year, and will be required to seek additional funding to consummate a transaction. The Company intends to either seek additional equity or debt financing. No assurances can be given that such equity or debt financing will be available, nor can there be any assurance that a combination transaction will be consummated. Should the Company be required to incur any significant liabilities prior to a combination transaction, including those associated with the current minimal level of general and administrative expenses, it may not be able to satisfy those liabilities in the event it was unable to obtain additional equity or debt financing. 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 ("FAS") Accounting Standards Codification (`ASC") Topic 915. Among the disclosures required by 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. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments, as defined by FASB ASC 825-10-50, include cash, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2012. 7
Meiguo Ventures 1, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2012 FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The Company does not have any assets or liabilities measured at fair value on a recurring basis at March 31, 2012 CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. INCOME TAXES Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. BASIC EARNINGS (LOSS) PER SHARE Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. At March 31, 2012 diluted net loss per share is equivalent to basic net loss per share as there are no potentially dilutive securities outstanding and the inclusion of any shares committed to be issued would be anti-dilutive. IMPACT OF NEW ACCOUNTING STANDARDS The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 8
Meiguo Ventures 1, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2012 REVENUE RECOGNITION The Company has not yet commenced its principal operations, and therefore, the financial statements are presented in accordance with ASC Topic 915. When the Company commences operations, revenue will be recognized when all of the following have been met: * Persuasive evidence of an arrangement exists; * Delivery or service has been performed; * The customer's fee is deemed to be fixed or determinable and free of contingencies or significant uncertainties * Collectability is probable. NOTE 3. INCOME TAXES At March 31, 201 deferred tax assets consist of the following: March 31, 2012 -------------- Federal loss carry forwards $ 20,122 Less: valuation allowance (20,122) -------- $ -- ======== The increase in the valuation allowance for deferred tax assets at March 31, 2012 was $1,299. 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, 2012, and recorded a full valuation allowance. As of March 31, 2012, the effective tax rate is lower than the statutory rate due to net operating losses. The estimated net operating loss carry forwards of $57,491 begin to expire in 2029. NOTE 4. COMMITMENTS AND CONTINGENCIES Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potentially material loss contingency is not 9
Meiguo Ventures 1, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2012 probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed. At March 31, 2012, the Company was not involved in any litigation. NOTE 5. GOING CONCERN At March 31, 2012 the Company does not engage in any business activities that provide cash flow. The Company has a working capital deficit and has incurred losses from inception of approximately $57,491. As such, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activities, which raises substantial doubt about its ability to continue as a going concern. Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that may result from these uncertainties. NOTE 6. RELATED PARTY TRANSACTIONS The Company has received advances from a shareholder to funds its operating costs. At March 31, 2012 the amount due to the related party is $ 22,356. These advances are considered short-term in nature and are non-interest bearing. From October 31, 2008, the date of inception, through March 31, 2012, a shareholder has provided office space to the Company at no charge. NOTE 7. STOCKHOLDERS' EQUITY The Company's articles of incorporation have authorized the Company to issue 270,000,000 shares of its stock., consisting of 250,000,000 shares of $.0001 par value common stock, of which 4,132,559 shares are issued and outstanding, and 20,000,000 shares of $.0001 par value preferred stock, of which none are issued or outstanding. The preferred stock shall have those rights, preferences, and designations as determined by the Board of Directors for each series. NOTE 8. SUBSEQUENT EVENTS Management has evaluated subsequent events, and the impact on the reported results and disclosures and determined that there have not been any events that would be required to be reflected in the financial statements or the notes. 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the results of operations and financial condition of Meiguo Ventures, Inc. should be read in conjunction with the unaudited Financial Statements, and the related notes.. References to "we," "our," or "us" in this section refers to the Company and its subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Forward-Looking Statements and Business sections in this prospectus. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements. OVERVIEW BUSINESS DEVELOPMENT Meiguo Ventures I, Inc. ("Company") was incorporated in the State of Delaware on October 31, 2008. The Company has been in the developmental stage since inception and has conducted virtually no business operations. The Company has no full-time employees and owns no real estate or personal property. The Company was formed as a vehicle to pursue a business combination and has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of, or merger with, an existing company. We have no cash. The Independent Auditor's Report to our financial statements for the period from October 31, 2008 (Inception) to December 31, 2011, indicated 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. BUSINESS OF ISSUER The Company, based on our proposed business activities, is a "blank check" company. The U.S. Securities and Exchange Commission ("SEC") defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a) (51) of the Exchange Act of 1934, as amended ("Exchange Act") and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies. Under Rule 12b-2 promulgated under the Exchange Act, the Company will 11
be deemed to be a "shell company," because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements. The Company was organized to provide a method for a foreign or domestic privately held company to become a reporting company whose securities are qualified for trading in the United States securities markets, such as the New York Stock Exchange ("NYSE"), NASDAQ, American Stock Exchange ("AMEX") or the OTC Bulletin Board, and, as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held reporting company. The Company's principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific industry or geographical location and, thus, may acquire or merge with any type of business, domestic or foreign. Since we have only one officer and director, Keith Roberts, the analysis of new business opportunities will be undertaken by and under the supervision of our Mr Roberts. 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 additional money through the sale of equity or borrow money from a traditional lending source. Mr Roberts 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, 2011 if the Company's current amount of cash is insufficient. However, Mr Roberts has not committed to pay such costs beyond the preparation of the Form 10-K for the fiscal year ending December 31, 2012. In the event that Mr Roberts fails to pay such costs and the Company's current amount of cash is insufficient, the Company's common stock would likely be limited to quotation on the Pink Sheets and no market for the common stock would develop or, if a market did develop, the market for our common stock would not exist for very long. Investors in our common stock could lose part or all of their investment in our shares. FINANCIAL RESULTS AND OUTLOOK From it's inception on October 31, 2008, the Company has been funded by its sole officer and director and from proceeds from the issuance of equity securities. We have generated no revenues or profits through March 31, 2012. We also have very little operating history upon which an evaluation of our future success or failure can be made. As of March 31, 2012, we had incurred a net loss of approximately $57,491 since inception. 12
We have generated no revenue since inception and our loss from operations was $3,710 for three month period ended March 31, 2012 and a loss of $7,230 for the same period in 2011. Net cash used by operating activities was $3,710 and net cash provided by financing activities was $3,710 for the three month period ended March 31, 2012. The Company's cash balance at March 31, 2012 was $ 0. Since the Company's principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings, the Company may have a sufficient amount of cash on hand in order to achieve our objective. Additional funding may be required from our sole officer and director and, if necessary, proceeds from the issuance of equity securities. CRITICAL ACCOUNTING POLICIES 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 The Company has not earned any revenue from operations since inception. Accordingly, the Company's and cash flows disclose activity since the date of the Company's inception. The Company has elected a fiscal year ending on December 31. In April 2009, the FASB issued FASB ASC 825-10-50 and FASB ASC 270 ("FSP 107-1 AND APB 28-1 Interim Disclosures About Fair Value Of Financial Instruments"), which increases the frequency of fair value disclosures to a quarterly basis instead of on an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on an entity's balance sheet at fair value. FASB ASC 825-10-50 and FASB ASC 270 are effective for interim and annual periods ending after June 15, 2009. The adoption of FASB ASC 825-10-50 and FASB ASC 270 did not have a material impact on results of operations, cash flows, or financial position. We account for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505 ("ASC 505"). ASC 718 and ASC 505 require that we recognize compensation expense based on the estimated fair value of stock-based compensation granted to non-employees over the vesting period, which is generally the period during which services are rendered by the non-employees. Income Taxes - The Company accounts for its income taxes under the provisions of FASB-ASC-10 "Accounting for Income Taxes." This statement requires the use of the asset and liability method of accounting for deferred income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, at the applicable enacted tax rates. The Company provides a valuation allowance against its deferred tax assets when the future realizability of the assets is no longer considered to be more likely than not. There were no current or deferred income tax expenses or 13
benefits due to the Company not having any material operations for the period from October 31, 2008 (Inception) through March 31, 2012. 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. RECENT ACCOUNTING PRONOUNCEMENTS In May 2009, the FASB issued FASB ASC 855-10 (prior authoritative literature, FSB No. FAS 165, "Subsequent Events"). FASB ASC 855-10 established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. FASB ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009. FASB ASC 855-10 did not have a material effect on the financial position, cash flows, or results of operations. In June 2009, the FASB issued FASB ASC 105-10 (prior authoritative literature, FSB No. FAS 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162). FASB ASC 105-10 replaces SFAS 162 and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. FASB ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. As such, the Company is required to adopt this standard in the current period. Adoption of FASB ASC 105-10 did not have a significant effect on the Company's consolidated financial statements. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow. COMPARISON OF THE THREE MONTH PERIODS ENDED MARCH 31, 2012 AND 2011 GENERAL AND ADMINISTRATION EXPENSES General and administration expenses consist primarily of professional fees and other general and administrative expenses. OTHER GENERAL AND ADMINISTRATIVE EXPENSES Other general and administrative expenses consist of filing fees and bank service charges. Filing fees totaled $ 460 for the three month period ended March 31, 2012 and $ 0 for the three months ended March 31, 2011. 14
PROFESSIONAL FEES Professional fees consist of fees paid to our independent accountants, lawyers and other professionals and consultants. Professional fees totaled $3,250 for the three month period ended March 31, 2012 and $7,230 for the comparable period in 2011 - consisting primarily of legal fees. NET LOSS Our net loss was $ 3,710 for the three months ended March 31, 2012 comparable to a net loss of $7,230 for the same period of 2011. These were due to the general and administration expenses listed above. LIQUIDITY AND CAPITAL RESOURCES Since our inception, we have funded our operations primarily through the private sales of equity securities during the period from December 2009 until March 23, 2010, when we issued an aggregate of 3,132,559 shares for an aggregate amount of $31,013. In addition, our sole officer through a related party has advanced a total of $22,356 to the Company for working capital requirements during the period from October 31, 2008 (Inception) to March 31, 2012. As of March 31, 2012 and March 31, 2011 we had cash and cash equivalents of $ 0 and $ 0 respectively. Net cash used by operating activities was $3,710 for the three months ended March 31, 2012 and was comprised of our net loss of $3,710. Net cash provided by financing activities was $3,710 for the three months ended March 31, 2012, which was advanced to the Company by related parties for working capital requirements. Net cash provided by financing activities was $9,761 for the three months ended March 31, 2011. 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. 15
POTENTIAL TARGET COMPANIES A business entity that may be interested in a business combination with the Company may include the following: * a company for which a primary purpose of becoming a public company is the use of is securities for the acquisition of assets or business; * a company that is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; * a company that believes it will be able to obtain investment capital on more favorable terms after it has become public; * a foreign company that may wish an initial entry into the United States' securities markets; * a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employees Stock Option Plan; and * a company seeking one or more of the other perceived benefits of becoming a public company. 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. Roberts 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 16
available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. No assurances can be given that the Company will be able to enter into a business combination of any nature. FORM OF ACQUISITION The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity and the relative negotiating strength of the Company and such promoters. It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax-free" reorganization under Section 368(a) (1) of the Internal Revenue Code of 1986, as amended ("Code"), 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 17
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 Keith Roberts. Our officer and sole director is engaged in outside business activities and anticipates he will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination. Although our management has not taken any preliminary steps to consummate a business combination, we anticipate beginning our search for viable business combination targets once we become a fully reporting company with the U.S. Securities and Exchange Commission. We believe there are many valuable resources we can reach out to in order to identify potential targets including, but not limited to, business brokers, networking web sites, conferences, business professionals and direct contacts by our management with business owners with whom Mr Roberts 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, 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 are voluntarily filing this Quarterly Report with the U.S. Securities and Exchange Commission and we are under no obligation to do so under the Securities Exchange Act of 1934. 18
REPORTS TO SECURITY HOLDERS 1. We will be subject to the informational requirements of the Exchange Act. Accordingly, we will file annual, quarterly and periodic reports, proxy statements, information statements and other information with the SEC. 2. The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. The public may call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings will also be available to the public at the SEC's web site at http://www.sec.gov 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 Keith Roberts, 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 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, 2011, and again as of March 31, 2012, 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 19
(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, 2011, and again as of March 31, 2012. 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 quarterly 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 quarterly 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, 2011, and again as of March 31, 2012. (b) Changes in Internal Control over Financial Reporting During the quarter ended March 31, 2012, we did not make any changes in our internal controls over financial reporting. 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 March 31, 2011, the Company has not issued any equity securities. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. (REMOVED AND RESERVED) Not applicable. 20
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 ------- ----------- 3(i).1* Certificate of Incorporation of Meiguo Ventures I, Inc. filed October 31, 2008, with the Secretary of State of Delaware 3(i).2* Certificate of Amendment to the Certificate of Incorporation of Meiguo Ventures I, Inc. filed on March 10, 2010, with the Secretary of State of Delaware 3(ii) By-Laws of Meiguo Ventures I, Inc. 14 * Code of Business Conduct and Ethics 14* Code of Business Conduct and Ethics 31.1** Certification under Section 302 of Sarbanes-Oxley Act of 2002. 32.1** Certification under Section 906 of Sarbanes-Oxley Act of 2002. 101** Interactive Data Files pursuant to Rule 405 of Regulation S-T. ---------- * Exhibits incorporated herein by reference. File No. 333-165726. ** Filed herewith. 21
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 VENTURES I, INC. Date: May 9, 2012 /s/ Keith Roberts -------------------------------------------- Keith Roberts President, Chief Executive Officer and Chief Financial Officer (Principal Accounting, Executive and Financial Officer) 2