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 July 31, 2008
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______to______.
MOONSHINE CREATIONS, INC.
(Exact name of registrant as specified in Charter
NEVADA | | 333-149235 | | 26-0745273 |
(State or other jurisdiction of incorporation or organization) | | (Commission File No.) | | (IRS Employee Identification No.) |
160 Henry Martin Trail, Statesville, NC 28625
(Address of Principal Executive Offices)
_______________
(704)-592-2622
(Issuer Telephone number)
_______________
(Former Name or Former Address if Changed Since Last Report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer o | Accelerated Filer o | Non-Accelerated Filer o | Smaller Reporting Company x |
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes x No o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of September 10, 2008: 5,635,500 shares issued and outstanding.
MOONSHINE CREATIONS, INC.
FORM 10-Q
July 31, 2008
INDEX
PART I-- FINANCIAL INFORMATION
Item 1. | Financial Statements |
Item 2. | Management’s Discussion and Analysis of Financial Condition |
Item 3 | Quantitative and Qualitative Disclosures About Market Risk |
Item 4T. | Control and Procedures |
PART II-- OTHER INFORMATION
Item 1 | Legal Proceedings |
Item 1A | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Submission of Matters to a Vote of Security Holders |
Item 5. | Other Information |
Item 6. | Exhibits and Reports on Form 8-K |
SIGNATURE
Item 1. Financial Statements
MOONSHINE CREATIONS, INC. | | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | | |
BALANCE SHEETS | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | As of | | | As of | |
ASSETS | | July 31, 2008 | | | October 31, 2007 | |
| | (Unaudited) | | | | |
CURRENT ASSETS | | | | | | |
Cash | | $ | 106 | | | $ | 39,500 | |
Prepaid expense | | | 5,801 | | | | - | |
| | | | | | | | |
TOTAL ASSETS | | $ | 5,907 | | | $ | 39,500 | |
| | | | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable | | $ | 200 | | | $ | - | |
Related party advances | | | 1,000 | | | | 1,000 | |
| | | | | | | | |
TOTAL LIABILITIES | | | 1,200 | | | | 1,000 | |
| | | | | | | | |
COMMITMENTS AND CONTINGENCIES | | | - | | | | - | |
| | | | | | | | |
STOCKHOLDERS' EQUITY | | | | | | | | |
Preferred stock, $0.00001 par value, 10,000,000 shares authorized, | | | | | | | | |
none issued and outstanding | | | - | | | | - | |
Common stock, $0.00001 par value, 100,000,000 shares authorized, | | | | | | | | |
5,635,500 and 5,395,000 shares issued and outstanding, respectively | | | 56 | | | | 54 | |
Additional paid-in capital | | | 69,484 | | | | 46,136 | |
Subscriptions Receivable | | | (50 | ) | | | (50 | ) |
Accumulated deficit during development stage | | | (64,783 | ) | | | (7,640 | ) |
| | | | | | | | |
TOTAL STOCKHOLDERS' EQUITY | | | 4,707 | | | | 38,500 | |
| | | | | | | | |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 5,907 | | | $ | 39,500 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
| | | | | | | | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | | | | | | | | |
STATEMENT OF OPERATIONS | | | | | | | | | | | | |
(Unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | For The three | | | For the period | | | For The Nine | | | For The Period | |
| | Months | | | April 10, 2007 | | | Months | | | April 10, 2007 | |
| | Ended | | | (Inception) | | | Ended | | | (Inception) | |
| | July 31, 2008 | | | to July 31, 2007 | | | July 31, 2008 | | | to July 31, 2008 | |
| | | | | | | | | | | | |
REVENUES | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
General and administrative | | | 15,271 | | | | 1,000 | | | | 47,843 | | | | 48,843 | |
Salary Expense | | | 2,500 | | | | - | | | | 7,500 | | | | 13,033 | |
Rent | | | 600 | | | | - | | | | 1,800 | | | | 2,907 | |
Total Expenses | | | 18,371 | | | | 1,000 | | | | 57,143 | | | | 64,783 | |
| | | | | | | | | | | | | | | | |
LOSS FROM OPERATIONS (BEFORE TAXES) | | | (18,371 | ) | | | (1,000 | ) | | | (57,143 | ) | | | (64,783 | ) |
| | | | | | | | | | | | | | | | |
INCOME TAX EXPENSE | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
NET LOSS | | $ | (18,371 | ) | | $ | (1,000 | ) | | $ | (57,143 | ) | | $ | (64,783 | ) |
| | | | | | | | | | | | | | | | |
NET LOSS PER SHARE, | | | | | | | | | | | | | | | | |
BASIC AND DILUTED | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) | | | | |
| | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF | | | | | | | | | | | | | | | | |
COMMON SHARES OUTSTANDING, | | | | | | | | | | | | | | | | |
BASIC AND DILUTED | | | 5,635,500 | | | | 5,000,000 | | | | 5,395,000 | | | | | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
MOONSHINE CREATIONS, INC. | |
(A DEVELOPMENT STAGE COMPANY) | |
STATEMENT OF STOCKHOLDERS' EQUITY | |
From APRIL 10, 2007 (INCEPTION) TO JULY 31, 2008 | |
(Unaudited) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | | | | | | | | | | Deficit | | | Total | |
| | | | | | | | | | | | | | Subscription | | | Additional | | | During | | | Stockholders' | |
| | Preferred Stock | | | Common Stock | | | Receivable | | | Paid-in | | | Development | | | Equity | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance, April 10 2007 (Inception) | | | - | | | $ | - | | | | - | | | $ | - | | | $ | | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued to founders at $0.00001 per share | | | - | | | | - | | | | 5,000,000 | | | | 50 | | | | (50 | ) | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued for cash at $0.10 per share | | | - | | | | - | | | | 395,000 | | | | 4 | | | | | | | | 39,496 | | | | - | | | | 39,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In kind contribution of services | | | - | | | | - | | | | - | | | | - | | | | | | | | 5,533 | | | | - | | | | 5,533 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In kind contribution of office expenses | | | | | | | | | | | | | | | | | | | | | | | 1,107 | | | | | | | | 1,107 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net profit (loss) for the period Inception to October 31, 2007 | | | - | | | | - | | | | - | | | | - | | | | | | | | - | | | | (7,640 | ) | | | (7,640 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, October 31, 2007 | | | - | | | $ | - | | | | 5,395,000 | | | $ | 54 | | | $ | (50 | ) | | $ | 46,136 | | | $ | (7,640 | ) | | $ | 38,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued to founders at $0.00001 per share | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued for cash at $0.10 per share | | | - | | | | - | | | | 240,500 | | | | 2 | | | | | | | | 14,048 | | | | - | | | | 14,050 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In kind contribution of services | | | - | | | | - | | | | - | | | | - | | | | | | | | 2,500 | | | | - | | | | 2,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In kind contribution of office expenses | | | | | | | | | | | | | | | | | | | | | | | 600 | | | | | | | | 600 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net profit (loss) for the period November 1, 2007 to January 31, 2008 | | | - | | | | - | | | | - | | | | - | | | | | | | | - | | | | (3,131 | ) | | | (3,131 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, January 31, 2008 | | | - | | | $ | - | | | | 5,635,500 | | | $ | 56 | | | $ | (50 | ) | | $ | 63,284 | | | $ | (10,771 | ) | | $ | 52,519 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In kind contribution of services | | | - | | | | - | | | | - | | | | - | | | | | | | | 2,500 | | | | - | | | | 2,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In kind contribution of office expenses | | | | | | | | | | | | | | | | | | | | | | | 600 | | | | | | | | 600 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net profit (loss) for the period February 1, 2008 to April 30, 2008 | | | - | | | | - | | | | - | | | | - | | | | | | | | - | | | | (35,641 | ) | | | (35,641 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, April 30, 2008 | | | - | | | $ | - | | | | 5,635,500 | | | $ | 56 | | | $ | (50 | ) | | $ | 66,384 | | | $ | (46,412 | ) | | $ | 19,978 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In kind contribution of services | | | - | | | | - | | | | - | | | | - | | | | | | | | 2,500 | | | | - | | | | 2,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In kind contribution of office expenses | | | | | | | | | | | | | | | | | | | | | | | 600 | | | | | | | | 600 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net profit (loss) for the period May 1, 2008 to July 31, 2008 | | | - | | | | - | | | | - | | | | - | | | | | | | | - | | | | (18,371 | ) | | | (18,371 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, July 31, 2008 | | | - | | | $ | - | | | | 5,635,500 | | | $ | 56 | | | $ | (50 | ) | | $ | 69,484 | | | $ | (64,783 | ) | | $ | 4,707 | |
The accompanying notes are an integral part of these financial statements.
MOONSHINE CREATIONS, INC. | | | | | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | | | | | |
STATEMENT OF CASH FLOWS | | | | | | | | | |
(Unaudited) | | | | | | | | | |
| |
| | | | | | | | | |
| | | | | For The Period | | | For The Period | |
| | | | | April 10, 2007 (Inception) | | | April 10, 2007 (Inception) | |
| | July 31, 2008 | | | to July 31, 2007 | | | to July 31, 2008 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
Net loss | | $ | (57,143 | ) | | $ | (1,000 | ) | | $ | (64,783 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
In-kind contribution of office expenses | | | 1,800 | | | | - | | | | 2,907 | |
In-kind contribution of services | | | 7,500 | | | | - | | | | 13,033 | |
Changes in Assets and Liabilities | | | | | | | | | | | | |
Increase (Decrease) in prepaid expense | | | (5,801 | ) | | | - | | | | (5,801 | ) |
Increase (Decrease) in accounts payable | | | 200 | | | | - | | | | 200 | |
Increase (Decrease) in related party advances | | | - | | | | 1,000 | | | | 1,000 | |
Net cash used in operating activities | | | (53,444 | ) | | | - | | | | (53,444 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | - | | | | - | | | | - | |
| | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
Proceeds from issuance of common stock | | | 14,050 | | | | - | | | | 53,550 | |
Net cash provided by financing activities | | | 14,050 | | | | - | | | | 53,550 | |
| | | | | | | | | | | | |
NET INCREASE (DECREASE) IN CASH | | | (39,394 | ) | | | - | | | | 106 | |
| | | | | | | | | | | | |
CASH, BEGINNING OF PERIOD | | | 39,500 | | | | - | | | | - | |
| | | | | | | | | | | | |
CASH, END OF PERIOD | | $ | 106 | | | $ | - | | | $ | 106 | |
| | | | | | | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | | | | | | |
Interest paid | | $ | - | | | $ | - | | | $ | - | |
Income taxes paid | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
MOONSHINE CREATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JULY 31, 2008
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
(B) Organization
Moonshine Creations, Inc. (a development stage company) (the “Company”) was incorporated under the laws of the State of Nevada on April 10, 2007. The Company was organized to create an online craft store focusing on one of a kind and unique craft items made in the southeastern United States. Activities during the development stage include developing the business plan and raising capital.
(C) Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
(D) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
MOONSHINE CREATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JULY 31, 2008
(E) Income Taxes
The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets 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 Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
(F) Loss Per Share
Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” As of July 31, 2008 and 2007, there were no common share equivalents outstanding.
(G) Business Segments
The Company operates in one segment and therefore segment information is not presented.
(H) Revenue Recognition
Revenue from support services is recognized when earned and realizable, which is when persuasive evidence of an arrangement exists, services, if requested by the customers, have been rendered and are determinable, and collectability is reasonably assured. Revenue from telephone support service contracts is recognized as the services are provided, determined on an hourly basis.
MOONSHINE CREATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JULY 31, 2008
(I) Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the principles used in preparation of financial statements that are presented in conformity with GAAP. The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency of Financial Statements (AS/6). The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.
In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.
NOTE 2 GOING CONCERN
As reflected in the accompanying financial statements, the Company is in the development stage with no revenue, used cash in operations of $53,444, and has a net loss from operations of $64,783 from Inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
MOONSHINE CREATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JULY 31, 2008
NOTE 3 RELATED PARTY ADVANCE
During 2007, a related party of the Company paid $1,000 of operating expenses on behalf of the Company.
NOTE 4 STOCKHOLDERS’ EQUITY
(A) Common Stock Issued for Cash
On July 25, 2007, the Company issued 5,000,000 shares of common stock to its founder for cash of $50 ($0.00001 per share).
During the period from April 10, 2007 (Inception) to July 31, 2008 the Company issued 635,500 shares of common stock for cash of $63,550 ($.10 per share) and paid offering costs of $10,000.
(B) In-kind Contribution of Services
During the period from April 10, 2007 (Inception) to July 31, 2008 the Company’s president contributed services and office space with a fair value of $13,033 and $2,907 respectively.
NOTE 5 RELATED PARTY TRANSACTIONS
The president of the Company received 5,000,000 shares of common stock for cash of $50 ($0.00001 per share) (See Note 4).
During 2007, a related party of the Company paid $1,000 of operating expenses on behalf of the Company. (See Note 3)
During the period from April 10, 2007 (Inception) to July 31, 2008 the Company’s president contributed services and office space with a fair value of $13,033 and $2,907 respectively(See Note 4).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
Moonshine Creations, Inc. was incorporated in the State of Nevada on April 10, 2007. Our plan is to create an online craft store. We will focus on one of a kind and unique craft items made in the southeast United States. Moonshine creations will locate and contact the artisans and explain the opportunity of displaying their items on our website. We will receive commissions for our website service. We will provide the marketing, receive payments, be responsible for the taxes and provide the customer service. We will then notify the artisan of the sale and arrange for the shipping. Initially, the artist will be contacted and the website will be maintained by our President, Ms. Victoria Callanan. Ms. Callanan intends to hire additional assistants and representatives as our client base expands.
Marketing
We plan to utilize different channels for our marketing. We intend for our website to be promoted by web placement services for example, Google Adwords and www.1-2-3webposition.com. We also intend to promote our website by advertising in magazines such as Southern Living, Cottage Living, Cottage Home, Better Homes and Gardens and various other small regional publications. We also plan to set up booths at craft fairs and pass out information inviting guest to visit our website. We intend to further promote our website using a grass roots method by utilizing Craft Blogs, www.myspace.com, www.facebook.com, and www.bizfriends.com.
Website
Currently our website is being developed under the domain name moonshinecreationsinc.com. We believe that we need additional funds for the development cost of our site and the cost for hosting will be $350 per month. We intend for our website to use Flash and High resolution photos as well as possess the capability to show short videos of variously featured craft items.
On our website, all of the craft items will be broken down in different categories according to the craft medium. For example: pottery, glass, jewelry, home accessories, stationary, wood, leather, metal, outdoor items and other categories as well. The website will also have a shopping cart allowing customers to purchase more than one item at a time. All items will have descriptions and high resolution photos and certain designated items will have a short video. In addition, we also plan to have a section featuring different artist’s profile and their specialty items. Also, there will be a secure log-on section where artisans can access detailed information related to their craft.
Competition
Our business will put us in direct competition with craft fairs, existing craft websites, individual artisans who have websites and mega websites. There are many craft fairs in the southeast including but not limited to National Gospel & Harvest Celebration, North Carolina Seafood Festival, Red River Revel Arts Festival, The Cotton Pickin’ Fair, and Gasparilla. These fairs offer a variety of exhibitors depending on the individual fairs. Some of the existing craft websites are craftsfaironline.com, thecountrygallery.net, craftsolutions.com and indianchild.com. All of these websites provide a variety of services. In addition to the existing craft websites, there are individual artisans that will have their own websites
Results of Operation
We did not have any operating income from inception through July 31, 2008. For the three months ended July 31, 2008, the company recognized a net loss of $18,371 and for the period from inception through July 31, 2008, the company recognized net loss of $64,783. Expenses for the quarter were comprised of $15,271 in administrative costs, $2,500 in salary, and $600 in rent.
Liquidity and Capital Resources
As of July 31, 2008, we had $106 in cash.
We believe we can not satisfy our cash requirements for the next twelve months with our current cash. If we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
Critical Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the principles used in preparation of financial statements that are presented in conformity with GAAP. The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency of Financial Statements (AS/6). The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.
In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
The Company is subject to certain market risks including changes in interest rates. The Company does not undertake any specific actions to limit those exposures.
Item 4T. Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the three months ended July 31, 2008, we implemented the following changes to our internal controls that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting,
· | In May and June 2008, we implemented new monthly closing procedures to ensure the accounts payable and prepaid expenses are timely recorded and properly classified. |
Other than the matters discussed above, there were no changes in the internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not aware of any litigation pending or threatened by or against the Company.
Item 1A. Risk Factors.
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 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a) | Reports on Form 8-K and Form 8K-A |
| | |
| | None |
| | |
(b) | Exhibits |
| | |
| | Exhibit Number | Exhibit Title |
| | | |
| | 3.1 | Certificate of Incorporation* |
| | | |
| | 3.3 | By-Laws * |
| | | |
| | 31.1 | Certification of Victoria Callanan pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| | 32.1 | Certification of Victoria Callanan pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
| | | *Incorporated by reference to our registration statement on Form S-1 filed on February 14, 2008 (File no: 333-149235) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Moonshine Creations, Inc. |
| |
Date: September 11, 2008 | By: | /s/ Victoria Callanan |
| | Victoria Callanan |
| | Chief Executive Officer, Chief Financial Officer |
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