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Wednesday, November 07, 2007 9:38:23 AM
10QSB
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
[ ]
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)
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 [ ]
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:
November 6, 2007
Common Voting Stock: 140,000,000
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Maui General Store, Inc. and Subsidiary
Condensed Balance Sheet
September 30, 2007
(Unaudited)
ASSETS
Current Assets
Cash
$
1,042
Total Assets
$
1,042
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable
$
12,501
Loans payable - related party
4,000
Total Liabilities
16,501
Commitments and Contingencies
Stockholders' Deficiency
Common stock, $0.001 par value; 500,000,000 shares authorized,
140,000,000 shares issued and outstanding
140,000
Additional paid-in capital
431,978
Accumulated Deficit
(587,437)
Total Stockholders' Deficiency
(15,459)
Total Liabilities and Stockholders' Deficiency
$
1,042
See accompanying notes to condensed financial statements.
2
Maui General Store, Inc.
Condensed Statements of Operations
For the Three and Nine Months Ended September 30, 2007 and 2006
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2007
2006
2007
2006
Revenue
$ -
$ -
$ -
$ -
Operating Expenses
Professional fees
1,669
2,818
10,155
16,802
General and administrative
438
341
1,971
9,934
Total Operating Expenses
2,107
3,159
12,126
26,736
Loss from Operations
(2,107)
(3,159)
(12,126)
(26,736)
Other Income
Miscellaneous Income
-
-
35
Total Other Income
-
-
35
Provision for Income Taxes
-
-
-
Net Loss
$ (2,107)
$ (3,159)
$ (12,091)
$ (26,736)
LOSS PER COMMON SHARE -
BASIC AND DILUTED
Net Loss Per Share - Basic and Diluted
$ (0.00)
$ (0.00)
$ (0.00)
$ (0.00)
Weighted average number of shares
outstanding during the period –
basic and diluted
140,000,000
90,000,000
140,000,000
105,793,704
See accompanying notes to condensed financial statements.
3
Maui General Store, Inc.
Condensed Statements of Cash Flows
For the Nine Months Ended September 30, 2007 and 2006
(Unaudited)
For the Nine Months Ended
September 30,
2007
2006
Cash Flows From Operating Activities:
Net Loss
$ (12,091)
$ (26,736)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution
4,101
10,128
Changes in operating assets and liabilities:
Accounts Payable
5,025
5,883
Net Cash Used In Operating Activities
(2,965)
(10,725)
Cash Flows From Financing Activities:
Repayment of Loan payable - stockholder
(5,000)
(10,000)
Proceeds from Loan payable - Stockholder
9,000
10,724
Contributed Capital
-
10,000
Net Cash Provided by Financing Activities
4,000
10,724
Net Decrease in Cash
1,035
(1)
Cash at Beginning of Period
7
1
Cash at End of Period
$ 1,042
$ -
Supplemental disclosure of cash flow information:
Cash paid for interest
$ -
$ -
Cash paid for taxes
$ -
$ -
See accompanying notes to condensed financial statements.
4
MAUI GENERAL STORE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
(UNAUDITED)
NOTE 1
BASIS OF PRESENTATION 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 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) Earnings Per Share
Basic and diluted net income (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 September 30, 2007 and 2006, there were no common share equivalents outstanding.
(E) Income Taxes
For the nine months ended September 30, 2007, 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
5
MAUI GENERAL STORE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
(UNAUDITED)
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) 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 is not expected to have a material effect on the Company's financial statements.
NOTE 2
RELATED PARTY TRANSACTIONS
For the period ended September 30, 2007, the Company’s majority shareholder paid $4,100 of expenses which was treated for accounting purposes as contributed capital.
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 3).
6
MAUI GENERAL STORE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
(UNAUDITED)
NOTE 3
ADVANCES FROM STOCKHOLDER
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).
NOTE 4
STOCKHOLDERS DEFICIENCY
For the period ended September 30, 2007 the Company’s majority shareholder paid $4,100 of expenses which was treated for accounting purposes as contributed capital.
NOTE 5
GOING CONCERN
As reflected in the accompanying financial statements, the Company has an accumulated deficit of $587,437, a working capital and stockholders’ deficiency of $15,459 and currently has no operations. 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 and to successfully market and sell its products. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
NOTE 6
SUBSEQUENT EVENT
On October 11, 2007 the Company’s president paid $790 of expenses on behalf of the company. The payment is treated as an-kind contribution of capital.
7
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS
Results of Operations
We currently have no significant assets and no operations. During the first nine months of 2007 we realized no revenue and incurred $12,126 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 nine months of 2006 were greater than in the first nine months of 2007 because we incurred expenses in 2006 in connection with the implementation of a subsequently aborted merger with Palmera Holdings. We do not expect the level of our operating expenses to change in the future until we again undertake to implement a business plan or effect an acquisition.
Liquidity and Capital Resources
At September 30, 2007 we had a working capital deficit of ($15,459), due to the fact that we had only $1,042 in cash to constitute our assets and owed $16,501, primarily to our professional advisors. Our operations consumed only $2,965 of cash in the first nine months of 2007, since $4,101 of our expenses were an in-kind contribution of rental space by our principal shareholder and we increased our accounts payable by $5,025 during that period. During the first nine months of 2006, our operations consumed $10,725, most of which was funded by a capital contribution made by the shareholders of Palmera Holdings as a condition to closing of the merger agreement. 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, 2006 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.
8
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, 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
9
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.
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. 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 September 30, 2007. Pursuant to Rule13a-15(e) 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 September 30, 2007 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 third 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
31
Rule 13a-14(a) Certification
32
Rule 13a-14(b) Certification
10
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: November 6, 2007
By:
/s/ Richard Miller
Richard Miller, Chief Executive Officer
and Chief Financial Officer
11
EXHIBIT 31: Rule 13a-14(a) Certifications
I, Richard Miller, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Maui General Store, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the small business issuer’s internal controls over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.
Date: November 6, 2007
/s/ Richard Miller
Richard Miller, Chief Executive Officer
and Chief Financial Officer
EXHIBIT 32: Rule 13a-14(b) Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Maui General Store, Inc. (the “Company”) certifies that:
1.
The Quarterly Report on Form 10-QSB of the Company for the period ended September 30, 2007 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2007
By: /s/ Richard Miller
Richard Miller, Chief Executive Officer and
Chief Financial Officer
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
[ ]
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)
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 [ ]
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:
November 6, 2007
Common Voting Stock: 140,000,000
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Maui General Store, Inc. and Subsidiary
Condensed Balance Sheet
September 30, 2007
(Unaudited)
ASSETS
Current Assets
Cash
$
1,042
Total Assets
$
1,042
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable
$
12,501
Loans payable - related party
4,000
Total Liabilities
16,501
Commitments and Contingencies
Stockholders' Deficiency
Common stock, $0.001 par value; 500,000,000 shares authorized,
140,000,000 shares issued and outstanding
140,000
Additional paid-in capital
431,978
Accumulated Deficit
(587,437)
Total Stockholders' Deficiency
(15,459)
Total Liabilities and Stockholders' Deficiency
$
1,042
See accompanying notes to condensed financial statements.
2
Maui General Store, Inc.
Condensed Statements of Operations
For the Three and Nine Months Ended September 30, 2007 and 2006
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2007
2006
2007
2006
Revenue
$ -
$ -
$ -
$ -
Operating Expenses
Professional fees
1,669
2,818
10,155
16,802
General and administrative
438
341
1,971
9,934
Total Operating Expenses
2,107
3,159
12,126
26,736
Loss from Operations
(2,107)
(3,159)
(12,126)
(26,736)
Other Income
Miscellaneous Income
-
-
35
Total Other Income
-
-
35
Provision for Income Taxes
-
-
-
Net Loss
$ (2,107)
$ (3,159)
$ (12,091)
$ (26,736)
LOSS PER COMMON SHARE -
BASIC AND DILUTED
Net Loss Per Share - Basic and Diluted
$ (0.00)
$ (0.00)
$ (0.00)
$ (0.00)
Weighted average number of shares
outstanding during the period –
basic and diluted
140,000,000
90,000,000
140,000,000
105,793,704
See accompanying notes to condensed financial statements.
3
Maui General Store, Inc.
Condensed Statements of Cash Flows
For the Nine Months Ended September 30, 2007 and 2006
(Unaudited)
For the Nine Months Ended
September 30,
2007
2006
Cash Flows From Operating Activities:
Net Loss
$ (12,091)
$ (26,736)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution
4,101
10,128
Changes in operating assets and liabilities:
Accounts Payable
5,025
5,883
Net Cash Used In Operating Activities
(2,965)
(10,725)
Cash Flows From Financing Activities:
Repayment of Loan payable - stockholder
(5,000)
(10,000)
Proceeds from Loan payable - Stockholder
9,000
10,724
Contributed Capital
-
10,000
Net Cash Provided by Financing Activities
4,000
10,724
Net Decrease in Cash
1,035
(1)
Cash at Beginning of Period
7
1
Cash at End of Period
$ 1,042
$ -
Supplemental disclosure of cash flow information:
Cash paid for interest
$ -
$ -
Cash paid for taxes
$ -
$ -
See accompanying notes to condensed financial statements.
4
MAUI GENERAL STORE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
(UNAUDITED)
NOTE 1
BASIS OF PRESENTATION 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 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) Earnings Per Share
Basic and diluted net income (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 September 30, 2007 and 2006, there were no common share equivalents outstanding.
(E) Income Taxes
For the nine months ended September 30, 2007, 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
5
MAUI GENERAL STORE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
(UNAUDITED)
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) 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 is not expected to have a material effect on the Company's financial statements.
NOTE 2
RELATED PARTY TRANSACTIONS
For the period ended September 30, 2007, the Company’s majority shareholder paid $4,100 of expenses which was treated for accounting purposes as contributed capital.
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 3).
6
MAUI GENERAL STORE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
(UNAUDITED)
NOTE 3
ADVANCES FROM STOCKHOLDER
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).
NOTE 4
STOCKHOLDERS DEFICIENCY
For the period ended September 30, 2007 the Company’s majority shareholder paid $4,100 of expenses which was treated for accounting purposes as contributed capital.
NOTE 5
GOING CONCERN
As reflected in the accompanying financial statements, the Company has an accumulated deficit of $587,437, a working capital and stockholders’ deficiency of $15,459 and currently has no operations. 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 and to successfully market and sell its products. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
NOTE 6
SUBSEQUENT EVENT
On October 11, 2007 the Company’s president paid $790 of expenses on behalf of the company. The payment is treated as an-kind contribution of capital.
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS
Results of Operations
We currently have no significant assets and no operations. During the first nine months of 2007 we realized no revenue and incurred $12,126 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 nine months of 2006 were greater than in the first nine months of 2007 because we incurred expenses in 2006 in connection with the implementation of a subsequently aborted merger with Palmera Holdings. We do not expect the level of our operating expenses to change in the future until we again undertake to implement a business plan or effect an acquisition.
Liquidity and Capital Resources
At September 30, 2007 we had a working capital deficit of ($15,459), due to the fact that we had only $1,042 in cash to constitute our assets and owed $16,501, primarily to our professional advisors. Our operations consumed only $2,965 of cash in the first nine months of 2007, since $4,101 of our expenses were an in-kind contribution of rental space by our principal shareholder and we increased our accounts payable by $5,025 during that period. During the first nine months of 2006, our operations consumed $10,725, most of which was funded by a capital contribution made by the shareholders of Palmera Holdings as a condition to closing of the merger agreement. 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, 2006 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.
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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, 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
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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.
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. 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 September 30, 2007. Pursuant to Rule13a-15(e) 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 September 30, 2007 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 third 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
31
Rule 13a-14(a) Certification
32
Rule 13a-14(b) Certification
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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: November 6, 2007
By:
/s/ Richard Miller
Richard Miller, Chief Executive Officer
and Chief Financial Officer
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EXHIBIT 31: Rule 13a-14(a) Certifications
I, Richard Miller, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Maui General Store, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the small business issuer’s internal controls over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.
Date: November 6, 2007
/s/ Richard Miller
Richard Miller, Chief Executive Officer
and Chief Financial Officer
EXHIBIT 32: Rule 13a-14(b) Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Maui General Store, Inc. (the “Company”) certifies that:
1.
The Quarterly Report on Form 10-QSB of the Company for the period ended September 30, 2007 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2007
By: /s/ Richard Miller
Richard Miller, Chief Executive Officer and
Chief Financial Officer
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