U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-Q
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-25319
MAUI GENERAL STORE, INC. (Name of Small Business Issuer in its Charter) | ||
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New York | 84-1275578 | |
(State of Other Jurisdiction of incorporation or organization) | (I.R.S.) Employer I.D. No.) | |
P.O. Box 297, Hana, Maui, HI 96713 |
(Address of Principal Executive Offices) |
Issuer's Telephone Number: (808) 248-8787
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One) Large accelerated filer Accelerated filer __ Non-accelerated filer Small reporting company [X]
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:
May 9, 2008
Common Voting Stock: 140,000,000
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Maui General Store, Inc. | ||||
Condensed Balance Sheets | ||||
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| March 31, 2008 |
| December 31, 2007 |
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| (Audited) |
ASSETS |
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Current Assets |
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Cash | $ | - | $ | 1,042 |
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Total Assets | $ | - | $ | 1,042 |
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY |
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Current Liabilities |
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Accounts payable | $ | 21,136 | $ | 13,443 |
Loans payable - related party |
| 6,421 |
| 4,000 |
Total Liabilities |
| 27,557 |
| 17,443 |
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Commitments and Contingencies |
| - |
| - |
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Stockholders' Deficiency |
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Common stock, $0.001 par value; 500,000,000 |
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shares authorized,140,000,000 and 140,000,000 |
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shares issued and outstanding, respectively |
| 140,000 |
| 140,000 |
Additional paid-in capital |
| 432,968 |
| 432,968 |
Accumulated Deficit |
| (600,525) |
| (589,369) |
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Total Stockholders' Deficiency |
| (27,557) |
| (16,401) |
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Total Liabilities and Stockholders' Deficiency | $ | - | $ | 1,042 |
See accompanying notes to condensed financial statements.
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Maui General Store, Inc. | |||||||||||||||||||||
Condensed Statements of Operations (Unaudited) | |||||||||||||||||||||
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| For the Three Months Ended March 31, |
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| 2008 |
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Revenue | $ - |
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Operating Expenses |
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Professional fees | 10,756 |
| 6,061 |
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General and administrative | 400 |
| 1,231 |
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Total Operating Expenses | 11,156 |
| 7,292 |
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Loss from Operations | (11,156) |
| (7,292) |
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Provision for Income Taxes | - |
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Net Loss | $ (11,156) |
| $ (7,292) |
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LOSS PER COMMON SHARE - |
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BASIC AND DILUTED |
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Net Loss Per Share - Basic and Diluted | $ (0.00) |
| $ (0.00) |
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Weighted average number of shares outstanding |
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during the period - Basic and Diluted | 140,000,000 |
| 140,000,000 |
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See accompanying notes to condensed financial statements.
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Maui General Store, Inc. | ||||
Condensed Statements of Cash Flows | ||||
(Unaudited) | ||||
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| For the Three Months Ended March 31, |
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| 2008 |
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Cash Flows From Operating Activities: |
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Net Loss | $ (11,156) |
| $ (7,292) |
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Adjustments to reconcile net loss to net |
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cash used in operating activities: |
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In-kind contribution of expenses | - |
| 2,400 |
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Changes in operating assets and liabilities: |
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Accounts payable | 7,693 |
| 4,885 |
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Net Cash Used In Operating Activities | (3,463) |
| (7) |
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Cash Flows from Investing Activities |
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Cash Flows From Financing Activities: |
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Repayment of loan payable - Stockholder | (1,042) |
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Proceeds from Loan payable - Stockholder | 3,463 |
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Net Cash Provided by Financing Activities | 2,421 |
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Net Increase (Decrease) in Cash | (1,042) |
| (7) |
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Cash -Beginning of Year | 1,042 |
| 7 |
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Cash -End of Year | $ - |
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Supplemental disclosure of cash flow information: |
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Cash paid for interest | $ - |
| $ - |
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Cash paid for taxes | $ - |
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See accompanying notes to condensed financial statements.
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MAUI GENERAL STORE, INC.
NOTES TO CONDENSEDFINANCIAL STATEMENTS
AS OF MARCH 31, 2008
(UNAUDITED)
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)
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.
(C) Cash and Cash Equivalents
For the purposes of the cash flow statement, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
(D) Revenue Recognition
Revenue from the sale of products is recognized when the goods are delivered, the customer’s right of return has expired and collectability is reasonable assured. Revenue from re-work/repair services for prior product sales is recognized as the services are provided.
(E) Stock-Based Compensation
In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock
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MAUI GENERAL STORE, INC.
NOTES TO CONDENSEDFINANCIAL STATEMENTS
AS OF MARCH 31, 2008
(UNAUDITED)
options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or "SAB 107". SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123R. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures require d for those periods under SFAS 123. Effective January 1, 2006, the Company has fully adopted the provisions of SFAS No. 123R and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.
(F) Business Segments
The Company operates in one segment and therefore segment information is not presented.
(G) 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.
(H) Loss Per Common Share
Loss per common share is computed in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share”. Basic earnings per common share is calculated by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for each period. Diluted earnings per common share is calculated by adjusting the weighted average shares outstanding assuming conversion of all potentially dilutive stock options, warrants, and convertible securities. At March 31, 2008 and 2007, the Company does not have any outstanding dilutive securities.
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MAUI GENERAL STORE, INC.
NOTES TO CONDENSEDFINANCIAL STATEMENTS
AS OF MARCH 31, 2008
(UNAUDITED)
(I) Financial Instruments
The Company’s financial instrument consists of accounts payable. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from this financial instrument. The fair value of this financial instrument approximates its carrying value, unless otherwise noted.
(J) Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisi on of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
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,
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MAUI GENERAL STORE, INC.
NOTES TO CONDENSEDFINANCIAL STATEMENTS
AS OF MARCH 31, 2008
(UNAUDITED)
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”(SFAS161). 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.SFAS161 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 toSFAS161 must provide more robust qualitative disclosures and expanded quantitative disclosures.SFAS161 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.
NOTE 2
RELATED PARTY TRANSACTIONS
For the period ended March 31, 2008, on behalf of the Company, the Company's majority shareholder paid expenses aggregating $3,463 (See Note 3).
For the period ended March 31, 2008 the Company repaid $1,042 of the advances (See Note 3).
NOTE 3
ADVANCES FROM STOCKHOLDER
For the period ended March 31, 2008, on behalf of the Company, the Company's majority shareholder paid expenses aggregating $3,463. In addition, the Company repaid $1,042 of advances and the remaining stockholder outstanding loan balance is $6,421 (See Note 2).
During 2007, the Company’s president advanced the company $9,000. These advances are unsecured, non-interest bearing, and due on demand. During 2007, the Company repaid $5,000 of the advances (see Note 2).
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MAUI GENERAL STORE, INC.
NOTES TO CONDENSEDFINANCIAL STATEMENTS
AS OF MARCH 31, 2008
(UNAUDITED)
NOTE 4 GOING CONCERN
As reflected in the accompanying unaudited financial statements, the Company has an accumulated deficit of $600,525, a working capital and stockholders’ deficiency of $24,094 and used cash in operations of $3,463. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s continued existence is dependent upon its ability to raise capital. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
Results of Operations
We currently have no assets and no operations. During the first three months of 2008 we realized no revenue and incurred $11,156 in operating expenses. Our operating expenses consist of fees to lawyers and accountants necessary to maintain our standing as a fully-reporting public company and other administration expenses, which are primarily rent payments.
Our operating expenses in the first three months of 2008 were greater than in the first three months of 2007 because we incurred expenses in 2008 in connection with our efforts to obtain an operating company. We do not expect the level of our operating expenses to change in the future unless we undertake to implement a business plan or effect an acquisition.
Liquidity and Capital Resources
At March 31, 2008 we had a working capital deficit of ($27,557), due to the fact that we had no assets and owed $27,557, primarily to our professional advisors. Our operations consumed only $3,463 of cash in the first three months of 2008, since we increased our accounts payable by $7,693 during that period. During the first three months of 2007, our operations consumed only $7 in cash, as $2,400 of our expenses was an in-kind contribution of rent by our President and we increased accounts receivable by $4,885. In the future, unless we achieve the financial and/or operational wherewithal to sustain our operations, it is likely that we will continue to experience negative cash flow.
To date we have supplied our cash needs by making private placements of securities and obtaining loans from management and shareholders. We expect that our President will fund our operations until we have completed an acquisition of an operating company and that we will, therefore, have sufficient cash to maintain our existence as a shell company for the next twelve months, if necessary. Our President is not required to fund our operations, however, by any contract or other obligation.
The report from our independent accountants on our financial statements for the year ended December 31, 2007 states that there is substantial doubt as to our ability to continue as a going concern. In order to alleviate that doubt, our management is engaged in seeking to acquire, through the issuance of capital stock, either project financing or an operating business that can sustain its operations. We cannot tell at this time whether such an acquisition will be accomplished. We currently do not have enough cash to continue operations for the next twelve months.
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
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accounting principles that have an impact on the assets, liabilities, revenue 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.
Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on the Company's financial statements.
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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 noncont rolling 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 fo r 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.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Richard Miller, our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2008. Pursuant to Rule13a-15(e)
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promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, “disclosure controls and procedures” means controls and other procedures that are designed to insure that information required to be disclosed by the Company in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time limits specified in the Commission’s rules. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to insure that information the Company is required to disclose in the reports it files with the Commission is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. Based on his evaluation, Mr. Miller concluded that the Company’s system of disclosure controls and procedures was effective as of March 31, 2008 for the purposes described in this paragraph.
Changes in Internal Controls. There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during the Company’s first fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 6.
Exhibits
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Rule 13a-14(a) Certification
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Rule 13a-14(b) Certification
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
MAUI GENERAL STORE, INC.
Date: May 13, 2008
By:/s/ Richard Miller
Richard Miller, Chief Executive Officer
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