UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-QSB  XQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006  ___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____   MERCI, INC. (Name of small business issuer in its charter)  Delaware0-5135652-2175891(State or other jurisdiction of
incorporation)(Commission File Number)(IRS Employer Identification No.)P.O. Box 110310
Naples, Florida 34108-0106(Address of Principal Executive Office)  Issuer's telephone number:  (239) 598-2300   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 past 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 [  ] No [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  [ ]  State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date.  As of August 1, 2008, the following shares were outstanding: 2,647,640.  Transitional Small Business Disclosure Format (Check one):  Yes [ ]  No [X]            1     PART 1 - FINANCIAL INFORMATION  ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS  (a) The consolidated financial statements of Merci, Inc. ("Company"), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company's Form 10-KSB for the year ended December 31, 2005.       MERCI, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS PERIOD ENDED SEPTEMBER 30, 2006   INDEX TO FINANCIAL STATEMENTS:PageBalance Sheet
(Unaudited)3Statements of Operations (Unaudited)4Statements of Stockholders Equity (Deficit) (Unaudited)5Statements of Cash Flows (Unaudited)6Notes to Unaudited Financial Statements7 - 13                2      Merci Inc.(A Development Stage Company)BALANCE SHEETAs of September 30, 2006 and December 31, 2005ASSETS20062005CURRENTS ASSETSCash$                  -$               -TOTAL ASSETS$                  -$               -LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccrued Expenses$           1,500$        1,500Payable to Stockholder13,00013,000TOTAL CURRENT LIABILITIES14,50014,500TOTAL LIABILITIES$         14,500$      14,500STOCKHOLDERS' EQUITYPreferred stock:  par value $.01; 5,000,000 shares authorized;no shares issued and outstanding--Common stock: par value $.001; 25,000,000 shares authorized;2,647,640 shares issued and outstanding2,6482,648Additional paid in capital5,1605,160Deficit accumulated during the development stage(22,308)(22,308)TOTAL STOCKHOLDERS' DEFICIT(14,500)(14,500)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT$                  -$               -The accompanying notes are an integral part of these financial statements.   3      Merci Inc.(A Development Stage Company)STATEMENT OF OPERATIONSFor the Period August 20, 1997 (inception) through September 30, 2006Cumulative Amount from August 20, 1997(inception) to September 30,For the Three
Months Ended
September 30,For the Nine
Months Ended
September 30,20062005200620052006REVENUESSales$            -$               -$               -$           -$                       -OPERATING EXPENSESAdministrative and General-1,375-5,12522,308TOTAL OPERATING EXPENSES-1,375-5,12522,308NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES-(1,375)-(5,125)(22,308)PROVISION FOR INCOME TAXES-----NET INCOME (LOSS)$            -$     (1,375)$               -$   (5,125)$           (22,308)INCOME (LOSS) PER SHARE (Basic and Diluted)-**-**WEIGHTED AVERAGE SHARES OUTSTANDING2,647,6402,647,6402,647,6402,647,640** less than $.01The accompanying notes are an integral part of these financial statements.   4      Merci Inc.(A Development Stage Company)STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)For the Period May 6, 1996 (inception) thru September 30, 2006Common StockAdditionalRetainedTotalPar Value of $0.001Paid-inEarningsStockholders'SharesAmountCapital(Deficit)EquityBalance at August 20, 1997 (date of inception)-$                  -$              -$                  -$                  -Common stock issued for services670,610671671Net loss for the period---(671)(671)Balance December 31, 1997670,610671-(671)-Net loss for the year-----Balance December 31, 1998670,610671-(671)-Common stock issued for cash1,928,7801,9291,6333,562Net loss for the year---(2,318)(2,318)Balance December 31, 19992,599,3902,6001,633(2,989)1,244Common stock issued for cash48,250483,5273,575Net loss for the year---(3,015)(3,015)Balance December 31, 20002,647,6402,6485,160(6,004)1,804Net loss for the year---(1,304)(1,304)Balance December 31, 20012,647,6402,6485,160(7,308)500Net loss for the year---(500)(500)Balance December 31, 20022,647,6402,6485,160(7,808)-Net loss for the year-----Balance December 31, 20032,647,6402,6485,160(7,808)-Net loss for the year---(6,500)(6,500)Balance December 31, 20042,647,6402,6485,160(14,308)(6,500)Net loss for the year---(8,000)(8,000)Balance December 31, 20052,647,640$             2,648$         5,160$        (22,308)$     (14,500)Net loss for the period-----Balance March 31, 20062,647,640.00$             2,648$         5,160$        (22,308)$     (14,500)Net loss for the period-----Balance June 30, 20062,647,640.00$             2,648$         5,160$        (22,308)$     (14,500)Net loss for the period---$                --Balance September 30, 20062,647,640$             2,648$         5,160$        (22,308)$     (14,500)The accompanying notes are an integral part of these financial statements.  5         Merci Inc.(A Development Stage Company)STATEMENT OF CASH FLOWSFor the Period August 20, 1997 (inception) through September 30, 2006Cumulative Amount from August 20, 1997(inception) to September 30,For the Three
Months Ended
September 30,For the Nine
Months Ended
September 30,20062005200620052006CASH FLOWS FROM OPERATING ACTIVITIESNet Income (Loss)$            -$     (1,375)$               -$     (5,125)$         (22,308)Adjustment used to reconcile net loss tonet cash used in operations:Stock issued for services----671Accrued expenses----1,500NET CASH USED IN OPERATING ACTIVITIES-(1,375)-(5,125)(20,137)CASH FLOWS FROM INVESTING ACTIVITIES-----CASH FLOWS FROM FINANCING ACTIVITIES-----Increase in payable to stockholder-1,375-5,12513,000Issuance of common stock----7,137Net cash provided by financing activities-1,375-5,12520,137NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS-----CASH AND CASH EQUIVALENTSBeginning of Year-----End of Year$            -$               -$               -$               -$                     -Supplemental disclosures of cash flow information:Cash paid for interest$            -$               -$             -$             -$                     -Cash paid for income taxes$            -$               -$             -$             -$                     -The accompanying notes are an integral part of these financial statements.   6     Merci Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FROM INCEPTION (AUGUST 20, 1997) THROUGH SEPTEMBER 30, 2006  Note 1 - Organization  Merci, Inc. (the "Company") is currently a development stage company under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 7 and was incorporated under the laws of the State of Delaware on August 20, 1997.  Note 2  Significant Accounting Policies  Basis of Presentation - Development Stage Company  The Company has not earned any revenue from operations.  Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.  Accounting Method  The Company's financial statements are prepared using the accrual method of accounting. 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 require management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods.  Actual results could differ from these estimates.  Cash Equivalents  Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.  Fair Value of Financial Instruments  The estimated fair values of cash, property and equipment and due to stockholder, none of which are held for trading purposes, approximate their carrying value because of the short term maturity of these instruments or the stated interest rates are indicative of market interest rates.  Concentration of Credit Risk  The Company places its cash with high quality financial institutions and at times may exceed the FDIC $100,000 insurance limit.  The Company will extend credit based on an evaluation of the customers financial condition, generally without collateral.  Exposure to losses on receivables is principally dependent on each customers financial condition.  The Company will monitor its exposure for credit losses and maintains allowances for anticipated losses, if required.  Advertising Costs  Advertising costs are expensed as incurred. There were no advertising expenses for the period ended September 30, 2006.  7      Income Taxes  The Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes." Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets 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. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  Basic and Diluted Income/(Loss) Per Share:  In accordance with SFAS No. 128, "Earnings Per Share," the basic income/(loss) per common share is computed by dividing net income/(loss) available to common stockholders by the  weighted average number of common shares outstanding. Diluted income per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of September 30, 2006, the Company does not have any equity or debt instruments outstanding that can be converted into common stock.  Stock-Based Compensation  In March 2004, the FASB issued a proposed statement, Share-Based Payment, which addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for equity instruments of the enterprise or liabilities that are based on the grant-date fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. The proposed statement would eliminate the ability to account for share-based compensation transactions using Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and generally would require instead that such transactions be accounted for using a fair-value-based method. In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment, which is a revision of SFAS No. 123. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their grant-date fair values. Pro forma disclosure is no longer an alternative.  As permitted by SFAS No. 123, for 2005, the Company accounted for share-based payments to employees using APB Opinion No. 25's intrinsic value method and, as such, generally recognized no compensation cost for employee stock options.  Effective January 1, 2006, we have adopted SFAS No. 123(R)'s fair value method of accounting for share based payments. Accordingly, the adoption of SFAS No. 123(R)'s fair value method may have a significant impact on the Company's results of operations as we are required to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. SFAS No. 123(R) permits public companies to adopt its requirements using either the "modified prospective" method or the "modified retrospective" method.  The Company adopted SFAS No. 123(R) using the modified prospective method. In April 2005, the SEC delayed the effective date of SFAS No. 123(R), which is now effective for public companies for annual, rather than interim periods that begin after June 15, 2005. The impact of the adoption of SFAS No. 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future.  Segment Reporting  Based on the Company's integration and management strategies, the Company operated in a single  8     business segment. For the period ended September 30, 2006, the Company had no revenue.  Revenue Recognition  Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements.  The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations, including factors such as when there has  been evidence of a sales arrangement, the performance has occurred, or service have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.  Reporting on the Costs of Start-Up Activities  Statement of Position 98-5 (SOP 98-5), Reporting on the Costs of Start-Up Activities, which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurred.  SOP 98-5 is effective for fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5, there has been little or no effect on the Companys financial statements.  Dividends  The Company has not yet adopted any policy regarding payment of dividends.  No dividends have been paid or declared since inception.  New Accounting Pronouncements  In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29" effective for nonmonetary asset exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No. 153 requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. SFAS No. 153 is not expected to have a material effect on the Company's Consolidated Financial Statements.  In March, 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting for Conditional Asset Retirement Obligations-an Interpretation of FASB Statement No. 143" ("FIN No. 47"). FIN No. 47 clarifies the timing of liability recognition for legal obligations associated with the retirement of a tangible long-lived asset when the timing and/or method of settlement are conditional on a future event.  FIN No. 47 is effective for us no later than December 31, 2005. We do not expect that the adoption of FIN No. 47 will have a material impact on our financial condition or results of operations.  In May, 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections, a replacement of APB No. 20 and FASB Statement No. 3" ("SFAS No. 154"). SFAS No. 154 requires retrospective application to prior periods' financial statements of a voluntary change in accounting principle unless it is impracticable. APB Opinion No. 20 "Accounting Changes" previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. This statement is effective for our Company as of January 1, 2006.  In February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS No. 155 amends SFAS No 133, Accounting for Derivative Instruments and Hedging Activities, and SFAF No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 155, permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation.  It clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a deriva  9     tive financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Companys first fiscal year that begins after September 15, 2006. The adoption of SFAS No. 155 is not expected to have a material impact on the Companys results of operations or financial position.  In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (FIN 48) which prescribes a recognition threshold and measurement attribute, as well as criteria for subsequently recognizing, derecognizing and measuring uncertain tax positions for financial statement purposes. FIN 48 also requires expanded disclosure with respect to the uncertainty in income tax assets and liabilities. FIN 48 is effective for fiscal years beginning after December 15, 2006, which will be the Companys calendar year 2007, and is required to be recognized as a change in accounting principle through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. The adoption of FIN 48 is not expected to have a material impact on the Companys consolidated results of operations or financial position.  In June 2006, the Financial Accounting Standards Board (FASB) ratified the provisions of Emerging Issues Task Force (EITF) Issue No. 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation). EITF Issue No. 06-3 requires that the presentation of taxes within revenue-producing transactions between a seller and a customer, including but not limited to sales, use, value added, and some excise taxes, should be on either a gross (included in revenue and cost) or a net (excluded from revenue) basis. In addition, for any such taxes that are reported on a gross basis, a company should disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented if those amounts are significant. The disclosure of those taxes can be done on an aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning after December 15, 2006, which will be the Companys calendar year 2007. The adoption of EITF Issue No. 06-3 is not expected to have a material impact on the Companys results of operations or financial position.  In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No.108 (SAB No. 108), Considering the Effects of Prior Year Misstatements when Quantifying Current Year Misstatements. SAB No. 108 requires analysis of misstatements using both an income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality and provides for a one-time cumulative effect transition adjustment. SAB No. 108 is effective for the fiscal year beginning November 15, 2006. The adoption of SAB No. 108 is not expected to have a material impact on the Companys results of operations or financial position.   In March 2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement is effective as of the beginning of its first fiscal year that begins after September 15, 2006. An entity should apply the requirements for recognition and initial measurement of servicing assets and servicing liabilities prospectively to all transactions after the effective date of this Statement.  In September 2006, the FASB issued SFAS No. 157 and No. 158. Statement No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice.  Statement No. 158 is an amendment of FASB Statements No. 87, 88, 106, and 132(R). It improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure  10     the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.  The Company does not expect application of SFAS No. 156, 157 and 158 to have a material effect on its financial statements.  In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159).  This statement permits entities to choose to measure many financial instruments and certain other items at fair value.  Companies should report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.  This statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007.  The Company is currently assessing the potential impact, if any, for the adoption of SFAS No.159 on its financial statements.  In December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised 2007), Business Combinations, and (b.) No. 160, Noncontrolling Interests in Consolidated Financial Statements.  These statements are effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements.  The Company is in the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these standards will have any impact on its consolidated financial statements.  (a.)  SFAS No. 141 (R) requires an acquiring entity in a business combination to: (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase.  (b.) SFAS No. 160 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i) report noncontrolling (minority) interests in subsidiaries in the same manner, as equity but separate from the parents equity, in consolidated financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the consolidated statement of income, and (iii) any changes in the parents ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently. Note 3 - Going Concern  The Company has had no significant operations, assets or liabilities since inception and,  accordingly,  is fully dependent upon either future sales of securities or upon its current management and/or advances or loans from significant stockholders or corporate officers  to  provide  sufficient  working  capital to  preserve  the integrity of the corporate entity.  Because of these factors, our auditors have issued an audit opinion for the Company which includes a statement describing our going concern status.  This means, in our auditors opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion. The Companys continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.  The Company anticipates offering future sales of equity securities.  However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional  equity  securities  or, that such  funding,  if available, will be obtained on terms favorable to or affordable by the Company.  If no additional operating capital is received during the next twelve months, the Company  will be  forced  to rely on  existing  cash in the  bank  and upon additional funds  loaned  by  management  and/or  significant  stockholders  to preserve the integrity of the corporate  entity at this time. In the event, the  11     Company is unable to acquire advances from management and/or significant stockholders, the Company's ongoing operations would be negatively impacted.  It  is  the  intent  of  management  and  significant  stockholders  to  provide sufficient working  capital  necessary to support and preserve the integrity of the corporate entity.  However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or significant stockholders to provide additional future funding.  In such a restricted cash flow scenario, the Company would be unable to complete our  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive activities.  Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market.  While the Company is of the opinion that good faith estimates of the Companys ability to secure additional capital in the future to reach our goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.  The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $22,308 for the period from August 20, 1997 (inception) to September 30, 2006.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might arise from this uncertainty.  Note 4  Payable to Stockholder A stockholder has paid expenses on behalf of the Company.  Those payments consisted of general and administrative expenses incurred to maintain corporate existence.  At September 30, 2006, the Company owed $13,000 to the stockholder.  The amount bears no interest and is payable on demand.   Note 5  Stock Based Compensation 2001 COMPENSATORY STOCK OPTION PLAN On February 14, 2001, the Company adopted its 2001 Compensatory Stock Option Plan.  Pursuant to the 2001 plan, the Company may grant nonstatutory (nonqualified) stock options to employees of the Company.  A total of 2,000,000 shares of common stock have been reserved for issuance under the Plan. The maximum term of options granted under the 2001 Compensatory Stock Option Plan is five years.  Options granted are nontransferable and generally expire within six months after termination of the grantees employment. The exercise price of compensatory stock options must not be less than fair value of the common stock on the date of the grant.  The authority to grant new options under the Plan will terminate on February 13, 2011, unless the Plan is terminated prior to that time by the board of directors. To date, no compensatory stock options have been granted pursuant to the Plan. 2001 EMPLOYEE STOCK COMPENSATION PLAN On February 14, 2001, the Company adopted its 2001 Employee Stock Compensation Plan.  Pursuant to the 2001 plan, the Company may issue shares of its common stock to employees or others who provide  12     services to the Company.  A total of 1,500,000 shares of common stock have been reserved for issuance under the Plan. The authority to grant shares of common stock under the Plan will terminate on February 13, 2011, unless the Plan is terminated prior to that time by the board of directors. To date, no shares of common stock have been granted pursuant to the Plan. Note 6  Income Taxes The Company accounts for income taxes under Statement and Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No. 109), which requires use of the liability method.   SFAS No. 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.  Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.  The sources and tax effects of the differences are as follows:  U.S. federal statutory rate(34.0%)Valuation reserve34.0%Total-% As of September 30, 2006, the Company has a net operating loss carryforward of $22,308.   Note 7  Related Party Transactions  A stockholder has paid expenses on behalf of the Company.  Those expenses consisted solely of professional fees incident to maintaining corporate existence.  At September 30, 2006, the Company owed $13,000 to the stockholder.  The amount bears no interest and is payable on demand.  The Company does not lease or rent any property.  Office space and services are provided without charge by a director and shareholder.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.             13     ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS  CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, WHICH ARE NOT STATEMENTS OF HISTORICAL FACT, ARE WHAT ARE KNOWN AS FORWARD-LOOKING STATEMENTS, WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE.  FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE.  WORDS SUCH AS PLANS, INTENDS, HOPES, SEEKS, ANTICIPATES, EXPECTS, AND THE LIKE, OFTEN IDENTIFY SUCH FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD-LOOKING STATEMENT.  SUCH FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS.  NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES, OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS.  THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-QSB AND IN THE COMPANYS OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.  NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.  Plan of Operation  On April 16, 2006, the Company became delinquent in filing its periodic reports and during the period from April 16, 2006 to December 31, 2007 was completely inactive.   Beginning in April, 2008, the Company elected to take the steps needed to again become current in filing its reports in order to pursue its original business plan of seeking to locate a suitable business acquisition candidate.  For the fiscal year ending December 31, 2008, the Company expects to initiate efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction.  The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination.  During the next twelve (12) months, the Company will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934 as amended.  This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year.  Furthermore, once a business combination is completed, the Companys needs for additional financing are likely to increase substantially.  No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or  14     acquisition candidate.  Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses.  Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities.  The majority shareholders are under no obligation to pay such expenses.  If the Company is unable to raise additional funds, it will not be able to pursue its business plan.  In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.  Liquidity and Capital Resources  As of September 30, 2006, the Company remains in the development stage.  As of September 30, 2006, the Companys balance sheet reflects total assets of $nil, and total current liabilities of $14,500.   The Company has cash on hand of $nil and a deficit accumulated in the development stage of $22,308.  The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities, and it has no current plans to raise additional capital through sale of securities.  As a result, although the Company has no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is anticipated that the Company will continue to rely on its majority shareholders to pay expenses on its behalf at least until it is able to consummate a business transaction.  The majority shareholders are under no obligation to pay such expenses.  Subsequent Event  As reported on Form 8-K filed with the Securities and Exchange Commission on May 8, 2008, on May 5, 2008, Merci entered into a Share Exchange Agreement (the "Agreement") with L.J.  Loeffler Inc., ("Loeffler") a New York corporation, and the shareholders of Loeffler (the "Shareholder").  Pursuant to the terms of the Agreement, the Shareholder agreed to transfer all of the issued and outstanding shares of common stock in Loeffler to the Company in exchange for the issuance of 13,238,200 shares of outstanding common stock in the Company to the Shareholder, thereby causing  Loeffler to become a wholly-owned subsidiary of the Company.  Loeffler's obligations under the Agreement are contingent upon the Company becoming current in its filings required under the Securities Exchange Act of 1934 (the "Public Reports").  In the event  that the  Company  does not become current  in the  Public  Reports  on or  before  July  31,  2008,  Loeffler  may unilaterally  terminate the Agreement.  In addition to the foregoing terms, each of the Company, Loeffler and the Shareholder provided customary representations and warranties and, pre-closing covenants and closing conditions.  Closing under the Agreement shall occur on or before July 31, 2008 or such other date as the Parties to the Agreement may agree.  As of the date of the filing of this report, Loeffler has not terminated the Agreement, and the parties have not yet set a new closing date.  Off Balance Sheet Arrangements  The Company does not have any off-balance sheet arrangements.  ITEM 3.  CONTROLS AND PROCEDURES  The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Ex  15     change Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.  On April 16, 2006, the Company became delinquent in filing its periodic reports and during the period from April 16, 2006 to December 31, 2007, was completely inactive.  Accordingly, no timely evaluation of the effectiveness of the design and operation of our controls and procedures was performed as of the end of the period covered by this delinquent report.  However, in conjunction with the preparation and filing of this delinquent report, we carried out a retroactive evaluation, under supervision of our president and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of the end of the period covered by this report.    Based on this evaluation, our president and chief financial officer concluded that our disclosure controls and procedures were designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our president and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  There was no change in the Company's internal control over financial reporting during the quarter ended September 30, 2006 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  PART II - OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS.  None.  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  None.  ITEM 3. DEFAULTS UPON SENIOR SECURITIES   None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  None.  ITEM 6. EXHIBITS  (a)   The following exhibits are filed herewith:   16     31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*  31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*  32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*   * filed herewith  17      SIGNATURES  In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   MERCI, INC.   By: /s/ Jose Acevedo, President  Date: August 19, 2008   By: /s/ Jose Acevedo, Chief Financial Officer  Date: August 19, 2008    18