UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q  [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2009  [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ___________ to ______________  Commission File Number: 0-51356   MERCI, INC. (Exact name of registrant as specified in its charter)  Delaware52-2175891(State or other jurisdiction of incorporation)(IRS Employer Identification Number)P.O. Box 110310, Naples, FL 34108-0106(Address of principal executive offices)1-239-598-2300(Registrants telephone number, including area code)  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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.  [ X ] Yes   [ ] No  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer [ ]Accelerated filer [ ]Non-accelerated filer [ ]  (Do not check if a smaller reporting company)Smaller reporting company [ X ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     [ X ] Yes   [ ] No  As of May 1, 2009 the Issuer had 2,647,640 shares of common stock issued and outstanding.   1


PART I-FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS.  (a) The consolidated financial statements of Merci, Inc. ("Company" or Merci), 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-K for the year ended December 31, 2008.      MERCI, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS PERIOD ENDED MARCH 31, 2009   INDEX TO FINANCIAL STATEMENTS:PageBalance Sheet
(Unaudited)3Statements of Operations (Unaudited)4Statements of Stockholders Equity (Deficit) (Unaudited)5-6Statements of Cash Flows (Unaudited)7Notes to Unaudited Financial Statements8-10


2





|                                                                           |                     |                    
|-------------------------------------------------------------------------- | ------------------- | -------------------
|Merci Inc.                                                                
|(A Development Stage Company)                                             
|BALANCE SHEET                                                             
|As of March 31, 2009 and December 31, 2008                                
|                                                                           |                     |                    
|                                                                           |                     |                    
|                                                                           |                     |                    
|                                                                           | Unaudited           | Audited            
|                                                                           | March 31,           | December 31,       
|ASSETS                                                                     | 2009                | 2008               
|CURRENTS ASSETS                                                            |                     |                    
|Cash                                                                       | $                 - | $                 -
|                                                                           |                     |                    
|TOTAL ASSETS                                                               | $                 - | $                 -
|                                                                           |                     |                    
|                                                                           |                     |                    
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                      |                     |                    
|CURRENT LIABILITIES                                                        |                     |                    
|Accrued Expenses                                                           | $             500   | $          3,000   
|Payable to Stockholder                                                     | 37,959              | 33,830             
|TOTAL CURRENT LIABILITIES                                                  | 38,459              | 36,830             
|                                                                           |                     |                    
|TOTAL LIABILITIES                                                          | $         38,459    | $         36,830   
|                                                                           |                     |                    
|STOCKHOLDERS' DEFICIT                                                      |                     |                    
|Preferred 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 outstanding                                    | 2,648               | 2,648              
|Additional paid in capital                                                 | 5,160               | 5,160              
|Deficit accumulated during the development stage                           | (46,267)            | (44,638)           
|TOTAL STOCKHOLDERS' DEFICIT                                                | (38,459)            | (36,830)           
|                                                                           |                     |                    
|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 OPERATIONS                                                   
|For the Period August 20, 1997 (inception) through March 31, 2009         
|                                                                           | For the Three Months Ended March 31, | Cumulative Amount from August 20, 1997 (inception) to March 31,
|                                                                           | 2009                                 | 2008                                                            | 2009              
|REVENUES                                                                   |                                      |                                                                 |                   
|Sales                                                                      | $                 -                  | $             -                                                 | $                -
|                                                                           |                                      |                                                                 |                   
|OPERATING EXPENSES                                                         |                                      |                                                                 |                   
|Administrative and General                                                 | 1,629                                | 5,000                                                           | 46,267            
|TOTAL OPERATING EXPENSES                                                   | 1,629                                | 5,000                                                           | 46,267            
|                                                                           |                                      |                                                                 |                   
|NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES                            | (1,629)                              | (5,000)                                                         | (46,267)          
|                                                                           |                                      |                                                                 |                   
|PROVISION FOR INCOME TAXES                                                 | -                                    | -                                                               | -                 
|                                                                           |                                      |                                                                 |                   
|NET INCOME (LOSS)                                                          | $       (1,629)                      | $   (5,000)                                                     | $      (46,267)   
|                                                                           |                                      |                                                                 |                   
|                                                                           |                                      |                                                                 |                   
|INCOME (LOSS) PER SHARE (Basic and Diluted)                                | **                                   | **                                                              |                   
|                                                                           |                                      |                                                                 |                   
|WEIGHTED AVERAGE SHARES OUTSTANDING                                        | 2,647,640                            | 2,647,640                                                       |                   
|** less than $.01                                                          |                                      |                                                                 |                   
|                                                                           |                                      |                                                                 |                   
|                                                                           |                                      |                                                                 |                   
|                                                                           |                                      |                                                                 |                   
|The 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 August 20, 1997 (inception) through March 31, 2009
|                                                                  |                    |                      |                   |                  |                  
|                                                                  |                    |                      |                   |                  |                  
|                                                                  |                    |                      |                   |                  |                  
|                                                                  | Common Stock       |                      | Additional        | Retained         | Total            
|Par Value of $0.001                                               |                    |                      | Paid-in           | Earnings         | Stockholders'    
|                                                                  | Shares             | Amount               | Capital           | (Deficit)        | Equity           
|                                                                  |                    |                      |                   |                  |                  
|Balance at August 20, 1997 (date of inception)                    | $                - | $                  - | $               - | $              - | $               -
|Common stock issued for services                                  | 670,610            | 671                  |                   |                  | 671              
|Net loss for the period                                           | -                  | -                    | -                 | (671)            | (671)            
|Balance December 31, 1997                                         | 670,610            | 671                  | -                 | (671)            | -                
|                                                                  |                    |                      |                   |                  |                  
|Net loss for the year                                             | -                  | -                    | -                 | -                | -                
|Balance December 31, 1998                                         | 670,610            | 671                  | -                 | (671)            | -                
|                                                                  |                    |                      |                   |                  |                  
|Common stock issued for cash                                      | 1,928,780          | 1,929                | 1,633             |                  | 3,562            
|Net loss for the year                                             | -                  | -                    | -                 | (2,318)          | (2,318)          
|Balance December 31, 1999                                         | 2,599,390          | 2,600                | 1,633             | (2,989)          | 1,244            
|                                                                  |                    |                      |                   |                  |                  
|Common stock issued for cash                                      | 48,250             | 48                   | 3,527             |                  | 3,575            
|Net loss for the year                                             | -                  | -                    | -                 | (3,015)          | (3,015)          
|Balance December 31, 2000                                         | 2,647,640          | 2,648                | 5,160             | (6,004)          | 1,804            
|                                                                  |                    |                      |                   |                  |                  
|Net loss for the year                                             | -                  | -                    | -                 | (1,304)          | (1,304)          
|Balance December 31, 2001                                         | 2,647,640          | 2,648                | 5,160             | (7,308)          | 500              
|                                                                  |                    |                      |                   |                  |                  
|Net loss for the year                                             | -                  | -                    | -                 | (500)            | (500)            
|Balance December 31, 2002                                         | 2,647,640          | 2,648                | 5,160             | (7,808)          | -                
|                                                                  |                    |                      |                   |                  |                  
|Net loss for the year                                             | -                  | -                    | -                 | -                | -                
|Balance December 31, 2003                                         | 2,647,640          | 2,648                | 5,160             | (7,808)          | -                
|                                                                  |                    |                      |                   |                  |                  
|Net loss for the year                                             | -                  | -                    | -                 | (6,500)          | (6,500)          
|Balance December 31, 2004                                         | 2,647,640          | 2,648                | 5,160             | (14,308)         | (6,500)          
|                                                                  |                    |                      |                   |                  |                  
|Net loss for the year                                             | -                  | -                    | -                 | (8,000)          | (8,000)          
|Balance December 31, 2005                                         | 2,647,640          | 2,648                | 5,160             | (22,308)         | (14,500)         
|                                                                  |                    |                      |                   |                  |                  
|Net loss for the year                                             | -                  | -                    | -                 | (1,500)          | (1,500)          
|Balance December 31, 2006                                         | 2,647,640          | 2,648                | 5,160             | (23,808)         | (16,000)         
|                                                                  |                    |                      |                   |                  |                  
|Net loss for the year                                             | -                  | -                    | -                 | (5,000)          | (5,000)          




5





|                                                                           |           |                  |                  |             |                 
|-------------------------------------------------------------------------- | --------- | ---------------- | ---------------- | ----------- | ----------------
|Balance December 31, 2007                                                  | 2,647,640 | $          2,648 | $          5,160 | $  (28,808) | $       (21,000)
|                                                                           |           |                  |                  |             |                 
|Net loss for the year                                                      | -         | -                | -                | (15,830)    | (15,830)        
|Balance December 31, 2008                                                  | 2,647,640 | 2,648            | 5,160            | (44,638)    | (36,830)        
|                                                                           |           |                  |                  |             |                 
|Net loss for the period                                                    | -         | -                | -                | (1,629)     | (1,629)         
|Balance March 31, 2009                                                     | 2,647,640 | 2,648            | 5,160            | (46,267)    | (38,459)        
|                                                                           |           |                  |                  |             |                 
|                                                                           |           |                  |                  |             |                 
|                                                                           |           |                  |                  |             |                 
|                                                                           |           |                  |                  |             |                 
|The accompanying notes are an integral part of these financial statements.




|                                                                  |                                       |                                                                 |                  
|----------------------------------------------------------------- | ------------------------------------- | --------------------------------------------------------------- | -----------------
|(A Development Stage Company)                                    
|STATEMENT OF CASH FLOWS                                          
|For the Period August 20, 1997 (inception) through March 31, 2009
|                                                                  |                                       |                                                                 |                  
|                                                                  | For the Three Months Ended  March 31, | Cumulative Amount from August 20, 1997 (inception) to March 31,
|                                                                  | 2009                                  | 2008                                                            | 2009             
|CASH FLOWS FROM OPERATING ACTIVITIES                              |                                       |                                                                 |                  
|Net Income (Loss)                                                 | $         (1,629)                     | $         (5,000)                                               | $        (46,267)
|Adjustment used to reconcile net loss to                          |                                       |                                                                 |                  




6





|                                                                           |                     |                     |                    
|-------------------------------------------------------------------------- | ------------------- | ------------------- | -------------------
|net cash used in operations:                                               |                     |                     |                    
|Stock issued for services                                                  | -                   | -                   | 671                
|Accrued expenses                                                           | (2,500)             | 3,000               | 500                
|                                                                           |                     |                     |                    
|NET CASH USED IN OPERATING ACTIVITIES                                      | (4,129)             | (2,000)             | (45,096)           
|                                                                           |                     |                     |                    
|CASH FLOWS FROM INVESTING ACTIVITIES                                       | -                   | -                   | -                  
|                                                                           |                     |                     |                    
|CASH FLOWS FROM FINANCING ACTIVITIES                                       | -                   | -                   | -                  
|Increase in payable to stockholder                                         | 4,129               | 2,000               | 37,959             
|Issuance of common stock                                                   | -                   | -                   | 7,137              
|Net cash provided by financing activities                                  | 4,129               | 2,000               | 45,096             
|                                                                           |                     |                     |                    
|                                                                           |                     |                     |                    
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       | -                   | -                   | -                  
|                                                                           |                     |                     |                    
|CASH AND CASH EQUIVALENTS                                                  |                     |                     |                    
|Beginning 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.




7


Merci, Inc. (A Development Stage Company) Notes to Financial Statements FROM INCEPTION (AUGUST 20, 1997) THROUGH MARCH 31, 2009  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.  The accompanying unaudited interim financial statements have been prepared in accordance with Form 10-Q instructions and, in the opinion of management, include all normal adjustments considered necessary to present fairly the financial position as of March 31, 2009 and the results of operations for the three months ended March 31, 2009, 2008 and the period from inception (August 20, 1997) through March 31, 2009.  The results have been determined on the basis of generally accepted accounting principles and practices and applied consistently with those used in the preparation of the Company's financial statements and notes for the year ended December 31, 2008, as filed on Form 10-K.  Certain information and footnote disclosures normally included in the financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that the accompanying unaudited interim financial statements be read in conjunction with the financial statements and notes thereto contained in the Company's 2008 Annual Report on Form 10-K. Our results for the three months ended March 31, 2009 may not be indicative of our results for the twelve months ended December 31, 2009.  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.  New Accounting Pronouncements  In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset in a Market That Is Not Active (FSP 157-3), which clarifies the application of SFAS 157 when the market for a financial asset is inactive. Specifically, FSP 157-3 clarifies how (1) managements internal assumptions should be considered in measuring fair value when observable data are not present, (2) observable market information from an inactive market should be taken into account, and (3) the use of broker quotes or pricing services should be considered in assessing the relevance of observable and unobservable data to measure fair value. The


8


Company adopted the provisions of FSP 157-3, which did not impact the Companys financial position or results of operations.  In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (FSP FAS 140-4 and FIN 46(R)-8). FSP FAS 140-4 and FIN 46(R)-8 amends FAS 140 and FIN 46(R) to require additional disclosures regarding transfers of financial assets and interest in variable interest entities. FSP FAS 140-4 and FIN 46(R)-8 is effective for interim or annual reporting periods ending after December 15, 2008. FSP FAS 140-4 and FIN 46(R)-8 did not have any impact on the Company's financial statements.  In January 2009, the FASB issued FSP EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20, and EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets. FSP EITF 99-20-1 changes the impairment model included within EITF 99-20 to be more consistent with the impairment model of SFAS 115. FSP EITF 99-20-1 achieves this by amending the impairment model in EITF 99-20 to remove its exclusive reliance on market participant estimates of future cash flows used in determining fair value. Changing the cash flows used to analyze other-than-temporary impairment from the market participant view to a holders estimate of whether there has been a probable adverse change in estimated cash flows allows companies to apply reasonable judgment in assessing whether an other-than-temporary impairment has occurred. The adoption of FSP EITF 99-20-1, which is effective for annual reporting periods ending after December 15, 2008, did not have a material impact on our financial statements.  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 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,


9


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 $ 46,267 for the period from August 20, 1997 (inception) to March 31, 2009.  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 March 31, 2009, the Company owed $37,959 to the stockholder.  The amount bears no interest and is payable on demand.  Note 5  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 March 31, 2009, the Company owed $37,959 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.


10


ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS  CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, 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," "WILL," "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-Q 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.  Overview  Merci, Inc. was incorporated under the laws of the State of Delaware on August 20, 1997.  To date, the Company's only activities have been organizational ones, directed at developing its business plan and raising its initial capital. The Company has not commenced any commercial operations. The Company has no full-time employees and owns no real estate. The Company is currently a "shell" company with no or nominal operations and no or nominal assets. The Companys current business plan is to identify, evaluate and investigate various companies with the intent that, if such investigation warrants, a reverse merger transaction be negotiated and completed pursuant to which the Company would acquire a target company with an operating business, with the intent of continuing the acquired company's business as a publicly held entity. The Company has limited capital with which to provide the owners of the target company with any significant cash or other assets and, as such, the Company will only be able to offer owners of a target company the opportunity to acquire a controlling ownership interest in the Company.  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.  The parties have not yet closed the share exchange transaction.  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


11


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 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 March 31, 2009, the Company remains in the development stage.  As of March 31, 2009, the Companys balance sheet reflects total assets of $nil, and total current liabilities of $38,459.   The Company has cash on hand of $nil and a deficit accumulated in the development stage of $46,267.  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.  Off Balance Sheet Arrangements  The Company does not have any off-balance sheet arrangements.  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not Applicable.  ITEM 4T. CONTROLS AND PROCEDURES.  Disclosure 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 Exchange 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


12


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.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are 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 within the time periods specified.  Our chief executive officer 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.  Changes in Internal Control over Financial Reporting  There was no change in the Company's internal control over financial reporting during the period ended March 31, 2009, 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.  The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.  ITEM 1A. RISK FACTORS.  Not Applicable.  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.


13


ITEM 5. OTHER INFORMATION.  None.  ITEM 6. EXHIBITS.  (a) The following exhibits are filed herewith:  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.   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, Principal Executive Officer  Date: May 11, 2009  By: /s/ Jose Acevedo, Principal Financial Officer  Date: May 11, 2009


14