UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

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

                   For the fiscal year ended December 31, 2002

                                       or

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

                  For the transition period from _____ to _____

                         Commission file number 0-28475

                                  Merilus, Inc.
                 (Name of small business issuer in its charter)

         Nevada                                      87-0635270
         ------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

44 West Broadway, #1805, Salt Lake City, UT                   84101
(Address of principal executive offices)                      (Zip Code)

                    Issuer's telephone number (801) 949-1020

         Securities registered under Section 12(b) of the Exchange Act:

         Title of each class       Name of each exchange on which registered
                  None                      Not Applicable

         Securities registered under Section 12(g) of the Exchange Act:
                    Common Stock, par value $0.001 per share

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act 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 []

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. []

         Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [x] No []

         State issuer's revenues for its most recent fiscal year. $ 0.00
                                                                  ------

         State the aggregate market 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 sold, or the average bid and asked price of such common
equity, as of a specific date within the past 60 days: The registrant's common
stock has had limited trading volume. On November 27, 2006 the average bid and
asked price of the common stock was $0.025, resulting in an aggregate market
value of $110,880 for non-affiliated stock.

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of November 27, 2006,
the registrant had 11,920,804 shares of common stock issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement, and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes:
None


<PAGE>



          CAUTIONARY STATEMENT REGARDING THE FILING DATE OF THIS REPORT

This Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002 is
first being filed in December 2006. Shareholders and others are cautioned that
the financial statements included in this report are old and are not indicative
of the operating results that may be expected for the current years. Investors
and shareholders are directed to review the Company's Form 10-KSB for the fiscal
year ended December 31, 2005, and the quarterly report for the quarter ended
September 30, 2006, for updated financial information.

                                     PART I

Item 1. Description of Business

Merilus, Inc. ("Company") was incorporated in Nevada in May 1985 and its initial
business endeavors were not successful. During the year 2000 the Company filed a
definitive information statement pursuant to Section 14c of the Securities Act
of 1934, to disclose that it had entered into a reorganization agreement with
the intent to acquire all of the issued and outstanding shares of Merilus
Technologies, Inc. ("MTI"), a British Columbia, Canada corporation. The Company
had issued warrants for the purchase of 2,000,000 shares of its common stock at
an exercise price of $1.00 per share and upon entering into the reorganization
agreement, the warrants were exercised and the Company received $2,000,000,
which was given to MTI in exchange for notes receivable. Terms of the
reorganization agreement included the establishment of a trust into which the
Company issued 1 share of preferred stock that represented 3,767,500
"exchangeable shares" of the Company's common stock. Upon surrender by MTI
shareholders of their MTI stock, the Company would issue its common stock to the
MTI shareholder. By end of the year 2001, the Company had issued 828,300 shares
of its common stock, which represented approximately 22% of the exchangeable
shares. Prior to the completion of the terms of the reorganization agreement,
MTI filed for bankruptcy protection and was liquidated under the laws of Canada.
The acquisition of MTI by the Company was never consummated as contemplated.

Subsequently, the Company has had no revenue producing operations and is
considered a development stage enterprise. The Company is currently seeking an
acquisition or merger with an operating entity and has received loans from a
shareholder, issued shares of its common stock, and may raise capital through
the issuance of its common stock to further these efforts. The Company does not
propose to restrict its search for a business opportunity to any particular
industry or geographical area and may, therefore, seek such business opportunity
in essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions, and other factors.
The selection of a business opportunity in which to participate is complex and
risky and the Company has only limited resources that it may use to find good
business opportunities. There can be no assurance that the Company will be able
to identify and acquire any business opportunity which will ultimately prove to
be beneficial to the Company and its shareholders.

The activities of the Company are subject to several significant risks that
arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management. The Company will select a potential business opportunity
based on management's business judgment and potentially could act without the
consent, vote or approval of the Company's shareholders. The risks faced by the
Company are further increased as a result of its lack of resources and its
inability to provide a prospective business opportunity with significant
capital. See Item 6(a) Plan of Operations in this report.

Item 2. Description of Property

The Company does not maintain an administrative office. Without current
operations, the Company does not believe that it is necessary to have a business
office.

Item 3. Legal Proceedings

None.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of shareholders of the Company during the
fourth quarter of the fiscal year ended December 31, 2002.



<PAGE>



                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Market information - The principal market for the Company's common stock is the
Pink Sheets. The following high and low bid prices for the Company's Common
Stock is based on over-the-counter quotations that reflect inter-dealer prices,
without retail mark-up, mark-down or commissions, and may not necessarily
represent actual transactions. Furthermore, the Company's common stock has
traded sporadically and in small volume. Consequently, the information provided
below may not be indicative of the Company's common stock price under different
conditions.

Quarter Ended              High Bid         Low Bid

December, 2005             $0.006           $0.003
September, 2005            $0.003           $0.003
June, 2005                 $0.003           $0.001
March, 2005                $0.001           $0.001

December, 2004             $0.001           $0.001
September, 2004            $0.001           $0.001
June, 2004                 $0.001           $0.001
March, 2004                $0.001           $0.001

December, 2003             $0.001           $0.001
September, 2003            $0.001           $0.001
June, 2003                 $0.001           $0.001
March, 2003                $0.001           $0.001

December, 2002             $0.001           $0.001
September, 2002            $0.001           $0.001
June, 2002                 $0.001           $0.001
March, 2002                $0.001           $0.001

Holders - At August 30, 2006, the Company had approximately 40 shareholders of
record based on information obtained from the Company's transfer agent.

Dividends - Since its inception, the Company has not paid any dividends on its
common stock and the Company does not anticipate that it will pay dividends in
the foreseeable future.

Item 6. Management's Discussion and Analysis or Plan of Operations

Special Note Regarding Forward-Looking Statements

This annual report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
the Plan of Operations provided below, including information regarding the
Company's financial condition, results of operations, business strategies,
operating efficiencies or synergies, competitive positions, growth
opportunities, plans and objectives of management. The statements made as part
of the Plan of Operations that are not historical facts are hereby identified as
"forward-looking statements."

Plan of Operations

Overview:

The Company has not had revenues from operations in each of the last two fiscal
years and is considered a development stage enterprise. The Company's current
operations have consisted of taking such action, as management believes
necessary, to prepare to seek an acquisition or merger with an operating entity.
The Company has obtained loans from a shareholder and has issued shares of its
common stock to its president for services rendered. The Company may also issue
shares of its common stock to raise equity capital. A shareholder of the Company
has financed the Company's current operations, which have consisted primarily of
maintaining in good standing the Company's corporate status and in fulfilling
its filing requirements with the Securities and Exchange Commission, including
the audit of its financial statements. Beyond the financial arrangements herein,



<PAGE>



the Company has not entered into a definitive agreement with this shareholder,
or anyone else, regarding the receipt of future funds to meet its capital
requirements. However, management anticipates that whatever reasonable financial
requirements may be necessary to further its plan of operations, this
shareholder will continue to provide such financial resources to the Company as
needed during the next twelve months.

Nevertheless, the Company's financial statements contained in this report have
been prepared assuming that the Company will continue as a going concern. As
discussed in the footnotes to the financial statements and elsewhere in this
report, the Company is in the development stage and has not established any
source of revenue to sustain operations. These factors raise substantial doubt
that the Company will be able to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

A major shareholder of the Company has paid on behalf of the Company certain
costs and on December 14, 2005 the Company signed a promissory note payable to
the shareholder in the amount of $4,593.50. Subsequently, the Company
established a bank account and received a $4,000 cash advance and a commitment
of an additional $5,000 from the shareholder, for which the Company signed an
additional promissory note. The terms of these promissory notes require that
repayment be made in full with accrued interest at a rate of six percent per
annum the earlier of December 31, 2006 or within five days of the merger or
acquisition between the Company and another corporation or entity that has
operations.

In 2005, Denny W. Nestripke accepted the position of the Company's sole officer
and director and has served in that capacity until November 29, 2006. During the
4th quarter of 2005, the Company accrued a liability payable to Mr. Nestripke in
the amount of $1,500 and an additional amount of $750 was earned during January
of 2006. During February of 2006 Mr. Nestripke received 750,000 shares of the
Company's common stock valued at $0.003, the prevailing market price during the
period that the $2,250 was earned. The services that Mr. Nestripke provided were
largely related to the preparation of financial statements, the preparation and
review of filings being made with the United States Securities and Exchange
Commission, other regulatory filings (such as tax returns), and the performance
of other duties associated with the Company's plan of operations. On November
29, 2006, Mr. Nestripke appointed Alex Demitriev to the Board of Directors and
tendered his resignation as a director and sole officer of the Company. Mr.
Nestripke also entered into an engagement letter relating to future services
which he will provide to the Company. Pursuant to the engagement letter, the
Company has requested that Mr. Nestripke assist Mr. Demitriev in submitting
financial information to the Company's auditors, without cost to the Company.

Risks associated with the plan of operations:

In its search for a business opportunity, management anticipates that the
Company will incur additional costs for legal and accounting fees to locate and
complete a merger or acquisition. Other than previously discussed, the Company
does not have any revenue producing activities whereby it can meet these
financial requirements and anticipates that its cash position by the end of the
third quarter of 2006 will be minimal. On December 31, 2005, the Company's
obligations exceeded its cash position by $10,151 and the Company may further
obligate itself as it pursues its plan of operations. There can be no assurance
that the Company will receive any benefits from the efforts of management to
locate business opportunities.

The Company does not propose to restrict its search for a business opportunity
to any particular industry or geographical area and may, therefore, attempt to
acquire any business in any industry. The Company has unrestricted discretion in
seeking and participating in a business opportunity, subject to the availability
of such opportunities, economic conditions, and other factors. Consequently, if
and when a business opportunity is selected, such business opportunity may not
be in an industry that is following general business trends.

The selection of a business opportunity in which to participate is complex and
risky. Additionally, the Company has only limited resources and this fact may
make it more difficult to find good opportunities. There can be no assurance
that the Company will be able to identify and acquire any business opportunity
which will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business opportunity based
on management's business judgment. At the present time, only Mr. Nestripke
serves in management and allowing only one individual to exercise his business
judgment in the selection of a business opportunity for the Company presents a
significant risk to the Company's shareholders. The Company may acquire or
participate in a business opportunity based on the decision of management that
potentially could act without the consent, vote, or approval of the Company's
shareholders.

Since its inception, the Company has not generated any revenue and it is
unlikely that any revenue will be generated until such time as the Company
locates a business opportunity to acquire or with which it can merge. However,
the


<PAGE>



Company is not restricting its search to those business opportunities that have
profitable operations. Even though a business opportunity is acquired that has
revenues or gross income, there is no assurance that profitable operations or
net income will result therefrom. Consequently, even though the Company may be
successful in acquiring a business opportunity, such acquisition does not assume
that a profitable business opportunity is being acquired or that shareholders
will benefit through an increase in the market price of the Company's common
stock.

The acquisition of a business opportunity, no matter what form it may take, will
almost assuredly result in substantial dilution for the Company's current
shareholders. Inasmuch as the Company only has its equity securities (its common
and preferred stock) as a source to provide consideration for the acquisition of
a business opportunity, the Company's issuance of a substantial portion of its
authorized but unissued common stock is the most likely method for the Company
to consummate an acquisition. The issuance of any shares of the Company's common
stock will dilute the ownership percentage that current shareholders have in the
Company.

The Company does not intend to employ anyone in the future, unless its present
business operations were to change. Mr. Demitriev does not have a contract to
remain with the Company over any certain time period and may resign his position
prior to the time that a business opportunity is located and/or business
reorganization takes place.

At the present time, management does not believe it is necessary for the Company
to have an administrative office.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2002, the Company had no assets and or liabilities. The
Company was not operating so it had no expenses being incurred. Management
anticipates only nominal continuing expenses which should be consistent with
expenses incurred in 2006. However, if a business is commenced or acquired,
expenses would increase.

Since inception the Company has not generated revenue and it is unlikely that
any revenue will be generated until the Company locates a business opportunity
with which to acquire or merge. Management of the Company will be investigating
various business opportunities. These efforts may cost the Company not only out
of pocket expenses for its management but also expenses associated with legal
and accounting costs. There can be no guarantee that the Company will receive
any benefits from the efforts of management to locate business opportunities.
The Company=s financial statements contain a going concern opinion on the
Company=s ability to continue in business.

Management does not anticipate employing any employees in the future until a
merger or acquisition can be accomplished. Management will continue to rely on
outside consultants to assist in its corporate filing requirements.

RESULTS OF OPERATIONS

The Company has not had any revenue since inception. The Company anticipates
nominal losses until a new business can be developed.

Off-balance sheet arrangements.

The Company does not have any off-balance sheet arrangements and it is not
anticipated that the Company will enter into any off-balance sheet arrangements.

Item 7. Financial Statements

The Company's financial statements are presented immediately following the
signature page to this Form 10-KSB.

Item 8. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure

The Company has had no disagreements with its principal independent accountants
with respect to accounting practices or procedures or financial disclosure.

Item 8A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Current management
believes that the disclosure controls and procedures (as defined in Sections
13a-14c and 15d- 14c of the Securities Exchange Act of 1934, as amended) in
effect during 2006 are adequate, based on its evaluation of such disclosure
controls and procedures within 90 days of this filing.


<PAGE>



(b) Changes in internal controls. There have been no significant changes in the
internal controls during the year 2006 for the Company or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.

Item 8B. Other Information

None

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act

The following table sets forth the name, age, and position of each executive
officer and director current as of December 7, 2006 and the term of office.

<TABLE>
<CAPTION>
Name                       Age      Position                           Director or Officer Since
----                       ---      --------                           -------------------------
<S>                        <C>      <C>                                <C>
Alex Demitriev             41       President, Secretary, Treasurer,
                                    Director                           November 29, 2006
</TABLE>

Set forth below is certain biographical information regarding the Company's
executive officer and director.

Alex Demitriev has been self employed over the last five years owning a part
interest in an art gallery in Park City, Utah as well as engaging in the
importation of art, primarily from Russia. Mr. Demitriev also is an investor in
real estate projects in Utah and several foreign countries. At the present time,
Mr. Demitriev has not entered into any employment or other compensation
arrangements with Merilus, Inc. and will serve on a part time, as needed basis.
Mr. Demitriev is not an officer or director in any other companies that file
reports with the SEC. Mr. Demitriev has had no prior relationship with Merilus,
Inc.

To the knowledge of management, during the past five years, no present or former
director, or executive officer of the Company:

(1) Has filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had 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 or she was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he or she was an
executive officer at or within two years before the time of such filing;

(2) Was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);

(3) Was the subject of 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, the following activities:

         (i) Acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or engaging in
or continuing any conduct or practice in connection with such activity;

         (ii) Engaging in any type of business practice;

         (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;

(4) Was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any 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 above under this Item, or to be associated
with persons engaged in any such activity;




<PAGE>



(5) Was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.

(6) Was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal commodities
law, and the judgment in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated.

Compliance With Section 16(A) Of The Exchange Act

The Company is not aware of any late reports filed by officers, directors and
ten percent shareholders.

Code of Ethics

The Company adopted a Code of Ethics that is applicable during its development
stage and during the period of time that the Company is seeking to acquire a
business opportunity and filed such Code of Ethics as Exhibit 14 to its December
31, 2005, Form 10-KSB Report.

Item 10. Executive Compensation

Summary Compensation Table

The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's or its principal subsidiaries= chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at December 31, 2005, the
end of the Company's last completed fiscal year):

<TABLE>
<CAPTION>
Name and                  Annual Compensation       Long Term Compensation
Principal Position        Year    Salary   Bonus    Other    Stock    Options/SARs     LTIP     Other
------------------        ----    ------   -----    -----    -----    ------------     ----     -----
<S>                        <C>      <C>     <C>      <C>      <C>      <C>             <C>      <C>
Denny W. Nestripke
President, CEO             2005     $1,500  $-0-     $-0-     -0-      -0-              -0-      -0-
                           2004     $-0-    $-0-     $-0-     -0-      -0-              -0-      -0-
                           2003     $-0-    $-0-     $-0-     -0-      -0-              -0-      -0-
                           2002     $-0-    $-0-     $-0-     -0-      -0-              -0-      -0-
</TABLE>

Cash Compensation - No cash compensation was paid to any director or executive
officer of the Company during the fiscal years ended December 31, 2005, 2004,
2003 and 2002.

Bonuses and Deferred Compensation - None

Compensation Pursuant to Plans - None

Pension Table - None

Other Compensation - None

Compensation of Directors - None

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company, or a change in the person's responsibilities following a change in
control of the Company.




<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

The following table sets forth as of November 27, 2006, the name and the number
of shares of the Company's common stock, par value $0.001 per share, held of
record or beneficially by each person who held of record, or was known by the
Company to own beneficially, more than 5% of the 11,170,804 issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.

<TABLE>
<CAPTION>
                                                   Amount and Nature of
Title of Class    Name of Beneficial Owner       Beneficial Ownership (1)           Percent of Class
--------------    ------------------------       ------------------------           ----------------
<S>              <C>                             <C>                                <C>
Common            Micvic, LLC                        6,735,600 shares                   60.3%
                  4764 South 900 East
                  Salt Lake City, UT
</TABLE>

<TABLE>
<CAPTION>
                  Name of Officer, Director       Amount and Nature of
Title of Class    and Nominee                     Beneficial Ownership (1)           Percent of Class
--------------    -------------------------       ------------------------           ----------------
<S>               <C>                             <C>                                <C>
Common            Alex Demitriev                        0 shares                        0%

Common            All Officers and Directors
                  as a Group                            0 shares                        0%
</TABLE>

(1)      All shares are owned directly, beneficially and of record; and each
         shareholder has sole voting, investment, and dispositive power, unless
         otherwise noted.

ITEM 12. Certain Relationships and Related Transactions

Transactions with management and others

Management is unaware of any related party transactions in 2003. At the time, no
business activity was ongoing. A shareholder of the Company paid, on behalf of
the Company, certain costs and on December 14, 2005 the Company signed a
promissory note payable to the shareholder in the amount of $4,594.
Subsequently, the Company has received additional cash advances from the
shareholder. As of the date of this report, the Company has received a combined
total of $8,594 from the shareholder and a commitment to receive an additional
$5,000, and has signed promissory notes in consideration thereof. The terms of
these promissory notes require that repayment be made in full with accrued
interest at a rate of six percent per annum the earlier of December 31, 2006 or
within five days of the merger or acquisition between the Company and another
corporation or entity that has operations.

The Company's sole officer and director from October of 2005 through November
29, 2006, Denny W. Nestripke, received 750,000 shares of the Company's common
stock valued at $0.003 (the prevailing market price during the period of his
service), for services rendered through the filing of this report. The services
provided by Mr. Nestripke were largely related to the preparation of financial
statements, the preparation and review of filings being made with the United
States Securities and Exchange Commission, other regulatory filings (such as tax
returns), and the performance of other duties associated with the Company's plan
of operations (see Item 6 of this report). The Company also entered into an
engagement letter with Mr. Nestripke, whereby he has agreed to assist Mr.
Demitriev in submitting financial information to the Company's auditors, without
cost.

ITEM 13. Exhibits

Financial Statements - the following financial statements are included in this
report:

Title of Document                                             Page

Report of Independent Registered Public Accounting Firm       F-1
Balance Sheet                                                 F-2
Statements of Operations                                      F-3
Statements of Stockholders= (Deficit)                         F-4-5
Statements of Cash Flows                                      F-6
Notes to Financial Statements                                 F-7-8



<PAGE>



Financial Statement Schedules - There are no financial statement schedules
included as part of this report

Exhibits - The following exhibits are included as part of this report:

<TABLE>
<CAPTION>
Reference         Exhibit
Number            Number            Title of Document                           Location

<S>               <C>               <C>                                         <C>
3.01              3                 Articles of Incorporation                   Incorporated by reference*

3.02              3                 Amended Articles of Incorporation           Incorporated by reference**

3.03              3                 Amended Articles of Incorporation           Incorporated by reference***

3.04              3                 Bylaws                                      Incorporated by reference*

3.04              3                 Amended Bylaws                              Incorporated by reference****

4.01              4                 Specimen Stock Certificate                  Incorporated by reference*

10.01             10                Promissory Note dated December 14, 2005     Incorporated by reference****

10.02             10                Promissory Note dated January 31, 2006      Incorporated by reference ****

14.01             14                Code of Ethics                              Incorporated by reference****

31.01             31                CEO certification Pursuant to 18 USC
                                    Section 1350, as adopted pursuant to
                                    Section 302 of Sarbanes-Oxley Act of 2002   This Filing

31.02             31                CFO certification Pursuant to 18 USC
                                    Section 1350, as adopted pursuant to
                                    Section 302 of Sarbanes-Oxley Act of 2002   This Filing

32.01             32                CEO Certification pursuant to Section 906   This Filing

32.02             32                CFO Certification pursuant to Section 906   This Filing
</TABLE>

*        Incorporated by reference from the Company's registration statement on
         Form 10-SB filed with the Commission, SEC file no.000-28475.

**       Incorporated by reference from the Company's definitive 14C filed on
         July 31, 2000, with the Commission, SEC file no.000-28475.

***      Incorporated by reference from the Company's definitive 14C filed on
         January 9, 2001, with the Commission, SEC file no.000-28475.

****Incorporated by reference from the Company's Form 10KSB for December 31,
         2005, filed with the Commission, SEC file no. 000-28475.

Item 14.  Principal Accountant Fees and Services

(1) Audit Fees - The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the Company's principal accountant for the
audit of the annual financial statements and review of financial statements
included in the Form 10-QSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years are: $1,000 for $2001, $1,000 for 2002 $1,000 for 2003,
$1,400 for 2004 and $1,600 for 2005.




<PAGE>



(2) Audit-Related Fees - The aggregate fees billed in each of the last two
fiscal years for assurance and related services by the Company's principal
accountant that are reasonably related to the performance of the audit or review
of the financial statements and are not reported in (1) Audit Fees: $0 for
$2001, $0 for 2002, $0 for 2003, $0 for 2004, and $0 for 2005

(3) Tax Fees - The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the Company's principal accountant for tax
compliance, tax advice, and tax planning: $0 for $2001, $0 for 2002, $0 for
2003, $0 for 2004 and $0 for 2005

(4) All Other Fees - The aggregate fees billed in each of the last two fiscal
years for products and services provided by the Company's principal accountant,
other than the services reported in (1) Audit Fees; (2) Audit-Related Fees; and
(3) Tax Fees: $0 for $2001, $0 for 2002, $0 for 2003, $0 for 2004 and $0 for
2005

(5) The Company does not have an audit committee

(6) Not Applicable

                                   SIGNATURES

In accordance with section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                  Merilus, Inc.

                  By: /s/ Alex Demitriev
                  Alex Demitriev, Principal Executive and Financial Officer,
                  Director

                  Date: December 12, 2006

         In accordance with the Exchange Act, this report has been signed below
by the following person on behalf of the registrant and in the capacities and on
the dates indicated.

                   By: /s/ Alex Demitriev
                   Alex Demitriev, Principal Executive and Financial Officer,
                   Director

                   Date: December 12, 2006

<PAGE>


 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Officers and Directors
Merilus, Inc.
Salt Lake City, Utah

We have audited the accompanying balance sheet of Merilus, Inc. (a Nevada
development stage enterprise) as of December 31, 2002, and the related
statements of operations, stockholders' deficit, and cash flows for the years
ended December 31, 2002 and 2001. 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 audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board ( United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide 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 Merilus, Inc. as of December
31, 2002, and the results of its operations, stockholders' deficit, and its cash
flows for the years ended December 31, 2002 and 2001, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company is in the development stage, and has
no established source of revenue to sustain operations. These factors raise
substantial doubt that the Company will be able to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.


                                 /s/ Child, Van Wagoner & Bradshaw, PLLC
                                     Certified Public Accountants
Salt Lake City, Utah
September 23, 2006


          Kaysville Office                              Salt Lake Office
1284 West Flint Meadow Drive, Suite "D"        5296 S. Commerce Drive, Suite 300
Kaysville, Utah 84037-9590                     Salt Lake City, Utah 84107-5370
(801) 927-1337 o  Fax: (801)927-1344         (801)281-4700 o  Fax: (801)281-4701
                                 www.cpaone.net
                                    Members:
                Utah Association of Certified Public Accountants
               American Institute of Certified Public Accountants
                    Public Company Accounting Oversight Board

                                      F-1

<PAGE>



                                     Merilus, Inc.
                          ( a development stage enterprise )
                                     Balance Sheet

<TABLE>
<CAPTION>
                                                                          December 31,
                                                                              2002
                                                                         --------------
ASSETS:
Current Assets:
<S>                                                                      <C>
Cash in Bank                                                             $            0
                                                                         --------------

Total Assets                                                             $            0
                                                                         ==============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable                                                                      0
                                                                         --------------

Total Liabilities                                                                     0
                                                                         --------------

Stockholders' Equity (Deficit)
Preferred Stock - $1.00 par value, 1 share authorized,
 0 share issued and outstanding                                                       0

Common Stock - $0.001 par value, 100,000,000 shares authorized,
11,170,804 shares issued and outstanding                                         11,171

Additional paid-in capital                                                    3,200,082

Deficit accumulated during the development stage                             (3,211,253)
                                                                         --------------

Total Stockholders' Equity (Deficit)                                                  0
                                                                         --------------

Total Liabilities and Stockholders' Equity (Deficit)                     $            0
                                                                         ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-2


<PAGE>




                                       Merilus, Inc.
                             ( a development stage enterprise )
                                  Statements of Operations

<TABLE>
<CAPTION>
                                                                              From the date
                                                                               of inception
                                                                              (May 7, 1985)
                                                   For the years ended           through
                                              December 31,     December 31,    December 31,
                                                  2002             2001            2002
                                             --------------   --------------  --------------
<S>                                          <C>              <C>             <C>
Revenue                                      $            0   $            0  $            0
                                             --------------   --------------  --------------

Expenses:
General and administrative                                0           36,125          89,400
Loss on investment                                        0        3,121,853       3,121,853
                                             --------------   --------------  --------------

Net Loss                                                  0      (3,157,978)     (3,211,253)
                                             ==============   ==============  ==============

Net loss per share of common stock           $         0.00   $       (0.31)
                                             ==============   ==============

Weighted average number of common shares         11,170,804       10,029,134
                                             ==============   ==============
</TABLE>

         The accompanying notes are an integral part of these financial
                                  statements.

                                      F-3



<PAGE>




                                  Merilus, Inc.
                       ( a development stage enterprise )
                           Statements of Stockholders'
                  (Deficit) From the date of inception (May 7,
                         1985) through December 31, 2002

<TABLE>
<CAPTION>
                                                           Preferred   Common     Preferred    Common      Paid in     Accumulated
                                                            Shares     Shares      Stock       Stock       Capital       Deficit
                                                           --------   ---------   --------   ----------   ----------   -----------

<S>                                                        <C>        <C>         <C>        <C>          <C>          <C>
BALANCE, May 7, 1985 - date of inception                          0           0   $      0   $        0   $        0   $         0
Common Stock issued for cash through
 December 1991 ($0.006 / share)                                       3,750,000                   3,750       18,750
Common Stock issued for cash through
 December 1992 ($0.005 / share)                                       1,000,000                   1,000        4,000
Common Stock issued for cash through
 December 1999 ($0.009 / share)                                       2,000,000                   2,000       15,500
Net Operating Loss from the date of
 inception through December 31, 1999                                                                                       (45,500)
                                                           --------   ---------   --------   ----------   ----------   -----------
BALANCE, December 31, 1999                                        0   6,750,000          0        6,750       38,250       (45,500)
                                                           --------   ---------   --------   ----------   ----------   -----------

Issuance and exercise of warrants for the
 purchase of common stock November 2000 ($1.00 / share)               2,000,000                   2,000    1,998,000
Issuance of preferred stock in trust in
 contemplation of acquiring shares of Merilus
 Technologies, Inc., December 2000 (Note 2)                       1                      1                        (1)
Net Operating Loss for the year ended December 31, 2000                                                                     (7,775)
                                                           --------   ---------   --------   ----------   ----------   -----------
BALANCE, December 31, 2000                                        1   8,750,000          1        8,750    2,036,249       (53,275)
                                                           --------   ---------   --------   ----------   ----------   -----------

Shares of common stock issued for cash June 2001
($1.00 / share - Note 2)                                                600,000                     600      599,400
Shares of common stock issued for cash November 2001
($0.85 / share - Note 2)                                                182,504                     183      154,945
Shares of common stock issued for legal services,
 November 2001 ($0.85 / share - Note 2)                                  35,000                      35       29,715
Shares of common stock issued for cash December 2001
     ($0.50 / share - Note 2)                                           750,000                     750      374,250
Issuance of shares of common stock pursuant to an
 exchange agreement December 2001
 ($0.001 / share - Note 2)                                              828,300                     828        (828)
Issuance of shares of common stock for
 services rendered December 2001
 ($0.25 / share - Note 2)                                                25,000                      25        6,350
Termination of trust agreement (Note 2)                         (1)                    (1)                         1
Net Operating Loss for the year ended
 December 31, 2001 (Note 2)                                                                                             (3,157,978)
                                                           --------   ---------   --------   ----------   ----------   -----------
BALANCE, December 31, 2001                                        0   11,170,804         0       11,171    3,200,082    (3,211,253)
                                                           --------   ---------   --------   ----------   ----------   -----------

Net operating loss for the year ended December 31, 2002                                                            0             0
                                                           --------   ---------   --------   ----------   ----------   -----------
BALANCE, December 31, 2002                                        0   11,170,804  $      0   $   11,171   $3,200,082   $(3,211,253)
                                                           ========   =========   ========   ==========   ==========   ===========
</TABLE>


              The accompanying notes are an integral part of these
                             financial statements.

                                      F-4




<PAGE>




                                       Merilus, Inc.
                             ( a development stage enterprise )
                                  Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                              From the date
                                                                               of inception
                                                                              (May 7, 1985)
                                                   For the years ended           through
                                              December 31,     December 31,    December 31,
                                                  2002             2001            2002
                                             --------------   --------------  --------------
OPERATING ACTIVITIES:
<S>                                          <C>              <C>             <C>
Net loss                                     $            0   $   (3,157,978) $   (3,211,253)
Adjustment to reconcile net loss to
 net cash position
Common stock issued for services                          0           36,125          36,125
Loss on investment                                        0        3,121,853       3,121,853
                                             --------------   --------------  --------------

Net cash used for operating activities                    0                0         (53,275)
                                             --------------   --------------  --------------

INVESTING ACTIVITIES:
Investment in Merilus Technologies, Inc.
 (Note 2)                                                 0       (1,130,128)     (3,130,128)
                                             --------------   --------------  --------------

Net cash used for investing activities                    0       (1,130,128)     (3,130,128)
                                             --------------   --------------  --------------

FINANCING ACTIVITIES:
Proceeds from issuance of common stock                    0        1,130,128       3,175,128
Donation of capital                                       0                0           8,275
                                             --------------   --------------  --------------

Net cash provided from financing activities               0        1,130,128       3,183,403
                                             --------------   --------------  --------------

Net increase (decrease) in cash                           0                0               0
Net cash position at start of period                      0                0               0
                                             --------------   --------------  --------------

Net cash position at end of period           $            0   $            0  $            0
                                             ==============   ==============  ==============
</TABLE>

         The accompanying notes are an integral part of these financial
                                  statements.

                                      F-5




<PAGE>



                                  Merilus, Inc.
                       ( a development stage enterprise )
                          Notes to Financial Statements

Note 1: Summary of Significant Accounting Policies

Development stage enterprise

Merilus, Inc. (the "Company") was incorporated under the laws of the State of
Nevada on May 7, 1985. Since its inception, the Company has not commenced
operations that have resulted in significant revenue and is therefore considered
a development stage enterprise as defined in SFAS 7. The Company's activities
have been devoted primarily to raising capital and attempting to acquire an
operating entity.

During 1999 the Company's development stage activities included the forward
split of its outstanding shares of common stock on a basis of 200 for 1 and the
filing of a Form 10-SB with the United States Securities and Exchange
Commission. During the year 2000, the Company again forward split its common
stock on a basis of 10 for 1 and amended its articles of incorporation to
authorize the issuance of a preferred class of stock. The financial statements
of the Company retroactively reflect the effects of both of these forward
splits.

During the year 2000 the Company also filed a definitive information statement
pursuant to Section 14c of the Securities Act of 1934, to disclose that it had
entered into a reorganization agreement ("Agreement") with the intent to acquire
all of the issued and outstanding shares of Merilus Technologies, Inc. ("MTI").
MTI, a British Columbia corporation, was also a development stage enterprise.
During 2001 the Company attempted to complete the terms of the Agreement;
however, the acquisition of MTI was never consummated as contemplated.

Going concern

These financial statements have been prepared in contemplation of the Company
continuing as a going concern. However, the Company has not had revenues from
operations in each of the last two fiscal years, has sustained substantial
losses during 2001, and has essentially been inactive during 2002. The Company
is considered a development stage enterprise as defined by SFAS 7. (See Note 4)

Use of estimates

These financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America and require that management
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities. The use of
estimates and assumptions may also affect the reported amounts of revenues and
expenses. Actual results could differ from those estimates or assumptions.

Net loss per share of common stock

The loss per share of common stock is computed by dividing the net loss during
the periods presented by the weighted average number of shares outstanding
during that same periods.

Income taxes

The Company has not had any income in prior periods and therefore, no income
taxes have been paid. Management is of the opinion that future taxable income
may not be allowed to offset prior losses and therefore has not established a
deferred tax asset.

                                      F-6

<PAGE>



Revenue recognition

The Company has not had any realizable sources of revenue and consequently, has
not established a policy for the recognition of revenue.

New accounting pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment," which amends SFAS No. 123, "Accounting for Stock-Based Compensation".
This SFAS, as revised, requires public entities to measure the cost of employee
services received in exchange for an award of equity instruments based on the
grant-date fair value of the award. The cost will be recognized over the period
during which an employee is required to provide service in exchange for the
award. No compensation cost is recognized for equity instruments for which
employees do not render the requisite service. This SFAS will be effective for
the Company at the first reporting period beginning after December 15, 2005.
Management believes that the application of SFAS No. 123 (revised 2004) may have
an adverse effect on future results of operations if the Company should choose
to compensate employees with equity instruments of the Company.

In May 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3".
This SFAS replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
the requirements for the accounting for and reporting of a change in accounting
principle. This SFAS applies to all voluntary changes in accounting principle
and also applies to changes required by an accounting pronouncement in the
unusual instance that the pronouncement does not include specific transition
provisions. When a pronouncement includes specific transition provisions, those
provisions should be followed. This SFAS will be effective for the Company for
fiscal years beginning after December 15, 2005. The Company believes that this
SFAS will have no significant impact on its financial statements.

Note 2: Reorganization Agreement

During the year 2000 and in contemplation of entering into the Agreement for the
purpose of acquiring all of the issued and outstanding shares of MTI, the
Company issued warrants for the purchase of 2,000,000 shares of its common stock
at an exercise price of $1.00 per share. Upon entering into the Agreement the
warrants were exercised and the Company received $2,000,000, which was given to
MTI in the form of notes receivable. Pursuant to the Agreement a trust was
established into which the Company issued 1 share of preferred stock that
represented 3,767,500 "exchangeable shares" of the Company's common stock. Upon
surrender by MTI shareholders of their MTI stock, the Company would issue its
common stock to the MTI shareholder. By end of the year 2001, the Company had
issued 828,300 shares of its common stock, which represented approximately 22%
of the exchangeable shares. Subsequent to this issuance, no further shares of
the Company's common stock were issued to MTI shareholders pursuant to the
Agreement and the Company cancelled the preferred share that had been issued.
The 828,300 shares that were issued were valued on the Company's financial
statements at par value ($0.001).

By the end of year 2001, the Company concluded that its operations would be
reported as a failed investment in MTI. During 2001 the Company issued shares of
its common stock for the benefit of MTI in the following amounts: 60,000 shares
for services rendered valued at the approximate fair market value at the time of
issuance of $36,125 (per share price ranging between $0.25 and $1.00); and
1,532,504 shares for cash valued at the cash consideration received (per share
price ranging between $0.25 and $1.00). During 2002 the Company essentially
conducted no operations and consequently generated no revenue and incurred no
expenses.

                                      F-7


<PAGE>


Note 3: Contingent Liabilities

To the extent that the Company was a party to any financial transactions that
were not discharged through MTI's subsequent bankruptcy proceedings, including
the obligations associated with the issuance of the one share of preferred
stock, or that may not have been listed as part of MTI's bankruptcy, the Company
may have contingent liabilities. To the best of management's knowledge and
belief the financial statements accurately reflect the financial position of the
Company as of the dates presented and no contingent liabilities exist.

Note 4: Subsequent Events (including related party transactions)

During 2003 MTI filed for bankruptcy in British Columbia, Canada, listing the
Company as an unsecured creditor in the amount of $3,550,294. The Company has
not collected any amounts from the bankruptcy proceedings and does not
anticipate the collection of any amounts.

During the fourth quarter of 2005, a shareholder of the Company paid $4,593 of
the Company's obligations and through September 30, 2006 advanced $15,894 in
cash to the Company. The Company signed interest bearing (6% per annum)
promissory notes which are due in full with accrued interest the earlier of
December 31, 2006 or within five days of the merger or acquisition between the
Company and another corporation or entity that has operations. At September 30,
2006 the Company had accrued interest in the amount of $498 on these notes. The
Company's ability to meet its ongoing financial requirements has been dependent
on loans from a shareholder and management's willingness to serve the Company
without monetary remuneration. The Company assumes that this arrangement will
continue during the next 12 months; however, no assurance thereof can be given.
A change in these circumstances would have a material adverse effect on the
Company's plan of operations.

During February 2006 the Company issued 750,000 shares of common stock to its
then President and sole Director in consideration of services rendered valued at
$2,250 ($.003 per share), which amount approximated the market value during the
period when the services were performed. On December 7, 2006 this individual
resigned as a Director and officer of the Company.


                                      F-8