RULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAUI GENERAL STORE, INC.
P.O. Box 297, Hana, Maui, HI 96713
This report is furnished by the Board of Directors of Maui General Store, Inc.,
a New York corporation ("Maui") to the holders of its common stock, $.001 par
value. Information in this report regarding Palmera Holdings, Inc. its current
shareholders or its management has been provided to Maui by Palmera Holdings.
Maui has entered into an Agreement and Plan of Merger (the "Merger Agreement")
with MGS Acquisition Corp., a recently-formed subsidiary of Maui, and Palmera
Holdings, Inc., a Florida corporation ("Palmera"). Palmera was organized in
2005 to engage in medical research utilizing adult stem cell technology
developed by The Stowe Foundation and licensed to Palmera.
The Merger Agreement provides that a closing will occur ten or more days after
this information statement is mailed to Maui's shareholders. At the closing, (a)
Maui's President will surrender 3,256,635 common shares to Maui, (b) Maui's
President will sell 50,000,000 shares to Palmera, which will surrender the
shares to Maui, leaving 90,000,000 shares outstanding, then (c) Palmera will
be merged into MGS Acquisition Corp. and Maui will issue 360,000,000 common
shares to the current shareholders of Palmera (the "Palmera Merger"). At the
conclusion of the Palmera Merger, there will be 450,000,000 shares of Maui
common stock outstanding, 80% of which will be owned by the current share-
holders of Palmera.
The Merger Agreement provides that, at the closing, Maui's Board of Directors
will be increased to three members. Richard Miller, who is currently the sole
director of Maui, will elect three individuals designated by Palmera to serve
as Maui's Board of Directors. Mr. Miller will then resign from his position
as sole director and sole officer of Maui.
This report is provided for information purposes only. We are not soliciting
proxies in connection with the matters described in this report. You are not
requested to respond to this report in any way.
This report will first be mailed to the shareholders of Maui on or about January
30, 2006.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
There are at present 143,256,635 shares of Maui common stock issued, outstanding
and entitled to vote. The following table sets forth the number of Maui shares
owned by each person who, as of January 30, 2006, owns of record, or is known by
Maui to own beneficially, more than 5% of the Maui common stock, as well as the
ownership of such shares by the sole director and executive officer of Maui and
the shares beneficially owned by all officers and directors as a group.
Name and Address of Amount and Nature of Percent
Beneficial Owner(1) Beneficial Ownership of Class
- ----------------------------------------------------------------------------
Richard Miller. 115,497,305 80.6%
Current Executive Officers and
Directors as a Group (1 person) 115,497,305 80.6%
___________________________________
(1) Mr. Miller's address is P.O. Box 297, Hana, Maui, HI 96713.
Upon the closing of the Palmera Merger, there will be 450,000,000 shares of Maui
common stock issued and outstanding. The following table sets forth the number
of Maui shares beneficially owned by each person who, as of the closing, will
own beneficially more than 5% of Maui's common stock, as well as the ownership
of such shares by the individuals who will be the executive officers and
directors of Maui after the closing.
Name and Address of Amount and Nature of Percent
Beneficial Owner(1) Beneficial Ownership of Class
- ------------------------------------------------------------------------------
Dr. Lawrence Stowe 132,338,769 29.4%
M. Peter Carey III 49,270,526 10.9%
N. Christopher Parshad 49,270,526 10.9%
Matthew McCullough 49,270,526 10.9%
All directors and officers
as a group (4 persons) 280,150,347 62.3%
Richard Miller(2) 62,240,670 13.8%
Dale Twardowski 49,270,526 10.9%
_______________________________________
(1) Except as noted, the address of the owner is c/o Palmera Holdings, Inc.,
19321 U.S. Highway 19 North, Building C, Suite 320, Clearwater, FL 33764
(2) Mr. Miller's address is P.O. Box 297, Hana, Maui, HI 96713.
Potential Change of Control
Maui and Mr. Miller have entered into an Escrow and Interim Operations
Agreement with the current shareholders of Palmera Holdings (the "Escrow
Agreement"). The Escrow Agreement provides that upon the closing of the
Palmera Merger, the new Maui shares as well as the outstanding shares of MGS
Acquisition Corp. will be delivered to Palmera's attorney to be held in
escrow. If, within four months, Maui obtains $2 million in additional
capital, then the escrow agent will deliver the new Maui shares to the
current shareholders of Palmera Holdings. If, however, Maui does not obtain
the additional capital within the four month period, then the escrow agent
will deliver the new Maui shares back to Maui and will deliver the capital
stock of MGS Acquisition Corp. to the current Palmera shareholders. If it
should occur that the additional capital is not raised and the new Maui shares
are returned to Maui, then there will be 90,000,000 shares of Maui common
stock outstanding, of which Richard Miller will own 62,240,670 or 69.2%.
The Escrow Agreement provides that the Palmera shareholders may obtain an
extension of up to three months of the date by which the additional capital must
be raised. In order to obtain an extension of one month they must pay $10,000
to Richard Miller. For a second additional month, they must pay $10,000 to Mr.
Miller, and $15,000 for a third additional month.
Related Party Transaction
Palmera Holdings has entered into a Stock Purchase Agreement with Richard
Miller, Maui's President. The agreement provides that, on the date of the
Palmera Merger, Palmera will purchase 50,000,000 common shares from Richard
Miller, and Mr. Miller will surrender 3,256,635 common shares to the Maui
treasury. The purchase price payable for the 50,000,000 shares will be
$750,000. The purchase price will be payable after Maui has obtained
$2,000,000 in additional capital. The Merger Agreement provides that, at
the time of the Palmera Merger, Palmera will surrender the 50,000,000 shares
to Maui's treasury.
NEW BOARD OF DIRECTORS
Upon the closing of the Palmera Merger, the following individuals will become
the members of Maui's Board of Directors and its executive officers.
Name Age Position
- --------------------------------------------------------------------------
Dr. Lawrence Stowe 52 Chairman, Chief Executive Officer
M. Peter Carey III 47 President, Chief Financial Officer,
Director
Matthew McCullough 27 Director
N. Christopher Parshad 38 Secretary, Treasurer
Dr. Lawrence Stowe has served as Chairman and Chief Executive Officer of
Palmera Holdings, Inc. since September 2005. Since April 2003 Dr. Stowe
has been the Managing Director of The Stowe Foundation, a non-profit
research institution. Dr. Stowe is responsible for managing the five
operational divisions of the Stowe Foundation. Since October 2003 Dr.
Stowe has also served as the Chief Science Officer of Body Extreme/Major
Connection, Inc., which manufactures and markets health and nutrition
products. From December 2000 to December 2005 Dr. Stowe was engaged as a
Health and Science Advisor to the Medical Director of the BioTherapy Clinic
of Texas, an immune therapy and medical spa. From February 2001 to July
2002 Dr. Stowe was a Member of the Health Science Advisory Board of Matol,
a Canadian corporation engaged in the development of health and nutrition
products. Dr. Stowe was awarded a Ph.D in Chemical Engineering and
Miomolecular Engineering in 1982 by the University of Illinois.
M. Peter Carey has been the President of Palmera Holdings, Inc. since
August 2005. Since 2004 Mr. Carey has been employed as a Principal of
Gemstone Securities, an investment banking firm located in Clearwater
Florida. From 2003 to 2004 Mr. Carey was engaged as a consultant to
financial services firms. From 1999 to 2003 Mr. Carey served as the Chief
Operating Officer of Invest Financial, a securities broker-dealer. Mr.
Carey was awarded a Masters in Business Administration in 1998 by the
University of Notre Dame.
Matthew McCullough has been employed by Gemstone Securities since 2004 as a
Principal and Investment Manager at its offices in Clearwater Florida.
During 2004 Mr. McCullough was employed as a Project Manager by PRTS
Disaster Recovery, a contractor. From 2001 to 2003 Mr. McCullough was
employed by Invest Financial Corp. with responsibilities in operations and
management. Mr. McCullough was awarded a B.A. in Finance in 2000 by the
University of Notre Dame.
N. Christopher Parshad has been the Treasurer of Palmera since August 2005.
Since March 2004 Mr. Parshad has been employed as a Principal of Gemstone
Securities, and investment banking firm located in Clearwater Florida.
From 1999 until 2004 Mr. Parshad was employed as Assistant Vice President
with responsibilities in the Finance Department of Invest Financial Corp.,
a securities broker-dealer. Mr. Parshad was awarded a Bachelor of Commerce
degree in 1990 by Carleton University in Ottawa.
Nominating and Audit Committee
The Board of Directors will not have an audit committee or a nominating
committee immediately after the closing of the Palmera Merger, due to the small
size of the Board. The Board will also not have an "audit committee financial
expert" within the definition given by the Regulations of the Securities and
Exchange Commission. The members of the Board expect to recruit an audit
committee financial expert to join the Board during 2006.
Shareholder Communications
The Board of Directors will not adopt a procedure for shareholders to send
communications to the Board of Directors until it has reviewed the merits of
several alternative procedures.
EXECUTIVE COMPENSATION
Present Management
Richard Miller has received no compensation from Maui for services during the
past three years.
Post-Merger Management
During the last four months of 2005 Palmera paid or accrued the following
compensation for its officers:
2005: Paid Accrued
-------- ---------
Dr. Lawrence Stowe $10,000 $ 7,500
M. Peter Carey -- 17,500
N. Christopher Parsha -- 17,500
Palmera has agreed to pay its three officers the compensation shown in the
following table for services during 2006 to Palmera and to Maui (after the
Palmera Merger). All salaries will be accrued for payment after Palmera and/or
Maui obtain at least $1 million in additional capital.
2006: Compensation
---------------
Dr. Lawrence Stowe $ 117,500
M. Peter Carey 117,500
N. Christopher Parshad 117,500
Employment Agreements
Dr. Lawrence Stowe has an Employment Agreement with Palmera dated September
14, 2005. The Agreement terminates on September 14, 2010, subject to
automatic one-year extensions if Palmera does not give notice of termination.
The Agreement provides that Palmera will pay Dr. Stowe an annual salary of
$120,000 and a bonus of up to 25% once Palmera's technology has been
successfully commercialized.
Directors Fees
Palmera has agreed to pay each director a fee of $500 for attendance at each
meeting of the Board.
January 30, 2006 By Order of the Board of Directors:
Richard Miller, Chairman