---

# UNITED STATES 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, 2003
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 000-50441

MAUI
GENERAL STORE, INC.
(Exact name of small business issuer as specified in its charter)

|New York                                                      | 84-1275578                         
|------------------------------------------------------------- | -----------------------------------
|(State or other jurisdictionof incorporation or organization) | (I.R.S. EmployerIdentification No.)

P.O. Box 297
Hana, Maui, Hawaii 96713
(Address of principal executive offices)

(808) 248-8787
(Issuers telephone number)

N/A
______________________________________________________________________  (Former name,
former address and former fiscal year, if changed since last report)

APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check  whether
the  registrant  filed all  documents  and reports  required to be filed by Section 12,
13 or 15(d) of the  Exchange Act  after the distribution of securities under a plan
confirmed by a court.
            
           
   Yes   [   ]  No   [   ]

APPLICABLE
ONLY TO CORPORATE ISSUERS

State the
number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date.

|Class | Outstanding atSeptember 30, 2003
|----- | --------------------------------
|      | Common Stock, $.001 par value   

Transitional Small
Business Disclosure Format.
Yes [  ]     No [X]

---

MAUI
GENERAL STORE, INC.

Commission
File Number: 000-50441Quarter Ended September 30, 2003

FORM 10-QSB

Part I -
FINANCIAL INFORMATION

|                                                                              |  |        
|----------------------------------------------------------------------------- |  | -------
|Item 1.  Consolidated Financial Statements                                    |  |        
|Independent Accountants Review Report                                        |  | Page 1 
|Unaudited Consolidated Balance Sheets                                         |  | Page 2 
|Unaudited Consolidated Statement of Changes in Stockholders Equity (Deficit) |  | Page 3 
|Unaudited Consolidated Statements of Operations                               |  | Page 5 
|Unaudited Consolidated Statements of Cash Flows                               |  | Page 7 
|Notes to Unaudited Consolidated Financial Statements                          |  | Page 9 
|Item 2.  Managements Discussion and Analysis or Plan of Operation            |  | Page 10
|Item 3.  Controls and Procedures                                              |  | Page 12
|                                                                              |  |        
|Part II - OTHER INFORMATION                                                   | 
|Item 2.  Changes in Securities                                                |  | Page 13
|Item 6.  Exhibits and Reports on Form 8-K                                     |  | Page 13
|Signatures                                                                    |  | Page 14

ii

---

INDEPENDENT
ACCOUNTANTS REVIEW REPORT

To
the Board of Directors and StockholdersMaui General Store, Inc. and
Subsidiaries
(A Development Stage Company)
(A New York Corporation)
Hana, Maui, Hawaii

We
have reviewed the accompanying consolidated balance sheet of Maui General Store,
Inc. and Subsidiaries as of September 30, 2003, the related consolidated
statements of operations for the three and nine months ended September 30, 2003
and 2002 and for the period from date of inception (January 3, 1995)
through September 30, 2003, and the consolidated statements of changes in
stockholders equity (deficit) and cash flows for the nine months ended
September 30, 2003 and 2002 and for the period from date of inception (January
3, 1995) through September 30, 2003. These financial statements are the
responsibility of the Companys management.

We
conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based
on our review, we are not aware of any material modifications that should be
made to such financial statements in order for them to be in conformity with the
accounting principles generally accepted in the United States of America.

/s/
Rotenberg & Co., LLP

Rochester,
New YorkOctober 17, 2003

1

---

MAUI
GENERAL STORE, INC. AND SUBSIDIARIES(A DEVELOPMENT STAGE COMPANY)(A NEW YORK CORPORATION)Hana, Maui, Hawaii

CONSOLIDATED
BALANCE SHEETS

---

|                                                         | (Unaudited)September 30,2003 | December 31,2002 |  
|-------------------------------------------------------- | ---------------------------- | ---------------- | -
|                                                        
|ASSETS                                                   |                              |                  |  
|Current Assets                                           |                             
|Cash and Cash Equivalents                                |                              | $        608     |  
|Inventory                                                |                              | 9,277            |  
|Advances to Stockholder                                  |                              | 5,672            |  
|                                                        
|Total Assets                                             |                              | $   15,557       |  
|                                                        
|LIABILITIES AND STOCKHOLDERS DEFICIT                    |                             
|Current Liabilities                                      |                             
|Accounts Payable                                         |                              | $   50,700       |  
|Accrued Expenses                                         |                              | 414              |  
|Advances from Stockholder                                |                              | 4,240            |  
|Subscriptions Payable                                    |                              | --               |  
|Loan Payable - Due Within One Year                       |                              | --               |  
|                                                        
|Total Liabilities                                        |                              | 55,354           |  
|                                                        
|Stockholders Deficit                                    |                             
|Common Stock:  $.001 Par; 500,000,000 Shares Authorized; |                             
|143,606,635 and 142,576,635 Shares                       |                             
|Issued and Outstanding, Respectively                     |                              | 143,607          |  
|Additional Paid-In Capital                               |                              | 254,411          |  
|Deficit Accumulated During Development Stage             |                              | (437,815         | )
|                                                        
|Total Stockholders Deficit                              |                              | (39,797          | )
|                                                        
|Total Liabilities and Stockholders' Deficit              |                              | $   15,557       |  
|                                                        

The
accompanying notes are an integral part of these financial statements.

2

---

MAUI GENERAL
STORE, INC. AND SUBSIDIARIES(A DEVELOPMENT STAGE COMPANY)(A
NEW YORK CORPORATION)Hana,
Maui, Hawaii

CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

---

|                                             | Numberof Shares | CommonStock($0.001 ParValue) | AdditionalPaid-InCapital | DeficitAccumulatedDuringDevelopmentStage | TotalStockholdersEquity (Deficit) |              |  |               |  
|-------------------------------------------- | --------------- | ---------------------------- | ------------------------ | ---------------------------------------- | ---------------------------------- | ------------ |  | ------------- | -
|                                            
|Inception - January 3, 1995                  |                 | --                           |                          | $          --                            |                                    | $         -- |  | $          -- |  
|Common Stock Issued in Exchange              |                
|for Expenses Paid by Stockholders            |                 | 13,781,635                   |                          | 13,782                                   |                                    | --           |  | --            |  
|Franchise Taxes Paid by Stockholder          |                
|on Behalf of the Corporation                 |                 | --                           |                          | --                                       |                                    | 2,811        |  | --            |  
|Common Stock Issued in Exchange for          |                
|Membership Interest in Hana Pearl, LLC       |                 | 10,000,000                   | (1)                      | 10,000                                   |                                    | 1,000        |  | (15,498       | )
|Common Stock Issued in Exchange for          |                
|Shares in Maui General Store, Inc.           |                 | 111,520,000                  | (2)                      | 111,520                                  |                                    | 225,780      |  | (185,000      | )
|Common Stock Issued for Cash                 |                 | 6,100,000                    |                          | 6,100                                    |                                    | --           |  | --            |  
|Common Stock Issued in Exchange for Services |                 | 1,175,000                    |                          | 1,175                                    |                                    | --           |  | --            |  
|Net Loss for the Period                      |                 | --                           |                          | --                                       |                                    | --           |  | (123,680      | )
|                                            
|Balance - December 31, 2001                  |                 | 142,576,635                  |                          | $ 142,577                                |                                    | $229,591     |  | $(324,178     | )
|                                            

- continued -

(1)
 This transaction reflects the share exchange pursuant to the membership
interest purchase agreement with Hana Pearl, LLC.

(2)
 This transaction reflects the share exchange pursuant to the stock
purchase agreement with Maui General Store, Inc.

The
accompanying notes are an integral part of these financial statements.

3

---

MAUI GENERAL
STORE, INC. AND SUBSIDIARIES(A DEVELOPMENT STAGE COMPANY)(A NEW YORK CORPORATION)Hana, Maui, Hawaii

# CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) - continued

---

|                                                             | Numberof Shares | CommonStock($0.001 ParValue) | AdditionalPaid-InCapital | DeficitAccumulatedDuringDevelopmentStage | TotalStockholdersEquity (Deficit) |          |  |           |  
|------------------------------------------------------------ | --------------- | ---------------------------- | ------------------------ | ---------------------------------------- | ---------------------------------- | -------- |  | --------- | -
|                                                            
|Balance - December 31, 2001                                  |                 | 142,576,635                  |                          | $142,577                                 |                                    | $229,591 |  | $(324,178 | )
|Net Loss for the Period (Unaudited)                          |                 | --                           |                          | --                                       |                                    | --       |  | (48,703   | )
|                                                            
|Balance - September 30, 2002 (Unaudited)                     |                 | 142,576,635                  |                          | 142,577                                  |                                    | 229,591  |  | (372,881  | )
|Net Loss for the Period (Unaudited)                          |                 | --                           |                          | --                                       |                                    | --       |  | (30,018   | )
|                                                            
|Balance - December 31, 2002                                  |                 | 142,576,635                  |                          | 142,577                                  |                                    | 229,591  |  | (402,899  | )
|Common Stock Issued in Exchange for Services                 |                 | 950,000                      |                          | 950                                      |                                    | 4,900    |  | --        |  
|Common Stock Issued in Satisfaction of Subscriptions Payable |                 | 80,000                       |                          | 80                                       |                                    | 19,920   |  | --        |  
|Net Loss for the Period (Unaudited)                          |                 | --                           |                          | --                                       |                                    | --       |  | (34,916   | )
|                                                            
|Balance - September 30, 2003 (Unaudited)                     |                 | 143,606,635                  |                          | $143,607                                 |                                    | $254,411 |  | $(437,815 | )
|                                                            

The
accompanying notes are an integral part of these financial statements.

4

---

MAUI GENERAL
STORE, INC. AND SUBSIDIARIES(A DEVELOPMENT STAGE COMPANY)(A NEW YORK CORPORATION)Hana, Maui, Hawaii

CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)

---

|                                | Period FromDate of Inception(January 3, 1995)ThroughSeptember 30, | Three Months EndedSeptember 30, |   |                    |  
|------------------------------- | ----------------------------------------------------------------- | ------------------------------- | - | ------------------ | -
|
|                               
|Revenues, Net                   |                                                                   | $          62,286               |   | $            7,455 |  
|Cost of Goods Sold              |                                                                   | 34,678                          |   | 6,145              |  
|                               
|Gross Profit                    |                                                                   | 27,608                          |   | 1,310              |  
|                               
|Operating Expenses              |                                                                  
|Auto Expense                    |                                                                   | 3,135                           |   | --                 |  
|Business Planning               |                                                                   | 2,449                           |   | --                 |  
|Consulting Services             |                                                                   | 58,833                          |   | 50                 |  
|Office Expense                  |                                                                   | 7,742                           |   | 1,648              |  
|Organizational Costs            |                                                                   | 16,956                          |   | --                 |  
|Professional Fees               |                                                                   | 98,762                          |   | 33,000             |  
|Rent Expense                    |                                                                   | 43,533                          |   | 316                |  
|Telephone Expenses              |                                                                   | 6,280                           |   | 206                |  
|Travel and Entertainment        |                                                                   | 29,904                          |   | 100                |  
|                               
|Total Operating Expenses        |                                                                   | 267,594                         |   | 35,320             |  
|                               
|Loss Before Other Income        |                                                                   | (239,986                        | ) | (34,010            | )
|Other Income                    |                                                                  
|Interest Income                 |                                                                   | 2,823                           |   | --                 |  
|                               
|Loss Before Provision for Taxes |                                                                   | (237,163                        | ) | (34,010            | )
|Provision for Taxes             |                                                                   | 154                             |   | 154                |  
|                               
|Net Loss for the Period         |                                                                   | $      (237,317                 | ) | $       (34,164    | )
|                               
|Weighted Average Number         |                                                                  
|of Common Shares Outstanding:   |                                                                  
|Basic                           |                                                                   | 137,004,458                     |   | 143,496,960        |  
|Diluted                         |                                                                   | 137,004,458                     |   | 143,496,960        |  
|Loss per Common Share:          |                                                                  
|Basic                           |                                                                   | $           (0.00               | ) | $          (0.00   | )
|Diluted                         |                                                                   | $           (0.00               | ) | $          (0.00   | )
|                               

The
accompanying notes are an integral part of these financial statements.

5

---

MAUI
GENERAL STORE, INC. AND SUBSIDIARIES(A DEVELOPMENT STAGE COMPANY)(A NEW YORK CORPORATION)Hana, Maui, Hawaii

CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)  continued

---

|                                | Nine Months Ended September 30, |                  
|------------------------------- | ------------------------------- | -----------------
|
|                               
|Revenues, Net                   |                                 | $          18,390
|Cost of Goods Sold              |                                 | 11,232           
|                               
|Gross Profit                    |                                 | 7,158            
|                               
|Operating Expenses              |                                
|Business Planning               |                                 | --               
|Consulting Services             |                                 | 943              
|Office Expense                  |                                 | 3,169            
|Professional Fees               |                                 | 33,349           
|Rent Expense                    |                                 | 1,116            
|Telephone Expenses              |                                 | 543              
|Travel and Entertainment        |                                 | 2,800            
|                               
|Total Operating Expenses        |                                 | 41,920           
|                               
|Loss Before Other Income        |                                 | (34,762          
|Other Income                    |                                
|Interest Income                 |                                 | --               
|                               
|Loss Before Provision for Taxes |                                 | (34,762          
|Provision for Taxes             |                                 | 154              
|                               
|Net Loss for the Period         |                                 | $       (34,916  
|                               
|Weighted Average Number         |                                
|of Common Shares Outstanding:   |                                
|Basic                           |                                 | 143,166,781      
|Diluted                         |                                 | 143,166,781      
|Loss per Common Share:          |                                
|Basic                           |                                 | $           (0.00
|Diluted                         |                                 | $           (0.00
|                               

The
accompanying notes are an integral part of these financial statements.

6

---

AUI
GENERAL STORE, INC. AND SUBSIDIARIES(A DEVELOPMENT STAGE COMPANY)(A NEW YORK CORPORATION)Hana, Maui, Hawaii

CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)

---

|                                                   | Period FromDate of Inception(January 3, 1995)Through | Nine Months EndedSeptember 30, |   |             |  
|-------------------------------------------------- | ---------------------------------------------------- | ------------------------------ | - | ----------- | -
|
|                                                  
|Cash Flows from Operating Activities               |                                                      |                                |   |             |  
|Net Loss for the Period                            |                                                      | $(237,317                      | ) | $(34,916    | )
|Non-Cash Adjustments                               |                                                     
|Organizational Expenses Paid by Shareholders       |                                                      | 13,782                         |   | --          |  
|Franchise Taxes Paid by Shareholders               |                                                      | 2,811                          |   | --          |  
|Issuance of Shares for Acquisition of Subsidiaries |                                                      | 147,802                        |   | --          |  
|Issuance of Shares for Services Rendered           |                                                     
|- Directors and Consultants                        |                                                      | 7,025                          |   | 5,850       |  
|Changes in Assets and Liabilities:                 |                                                     
|Inventory                                          |                                                      | (9,277                         | ) | 2,829       |  
|Accounts Receivable                                |                                                      | --                             |   | --          |  
|Accounts Payable                                   |                                                      | 50,700                         |   | 28,000      |  
|Accrued Expenses                                   |                                                      | 414                            |   | --          |  
|                                                  
|Net Cash Flows from Operating Activities           |                                                      | (24,060                        | ) | 1,763       |  
|                                                  
|Cash Flows from Investing Activities               |                                                      | --                             |   | --          |  
|                                                  
|Cash Flows From Financing Activities               |                                                     
|Advances from (Advances to) Stockholder, Net       |                                                      | (1,432                         | ) | (560        | )
|Repayment on Loan Payable                          |                                                      | --                             |   | (926        | )
|Proceeds from Subscriptions Payable                |                                                      | 20,000                         |   | --          |  
|Proceeds from Issuance of Stock                    |                                                      | 6,100                          |   | --          |  
|                                                  
|Net Cash Flows from Financing Activities           |                                                      | 24,668                         |   | (1,486      | )
|                                                  
|Net Change in Cash and Cash Equivalents            |                                                      | 608                            |   | 277         |  
|Cash and Cash Equivalents - Beginning of Period    |                                                      | --                             |   | 331         |  
|                                                  
|Cash and Cash Equivalents - End of Period          |                                                      | $        608                   |   | $      608  |  
|                                                  
|Supplemental Disclosures                           |                                                     
|                                                  
|Interest Paid                                      |                                                      | $          --                  |   | $        -- |  
|Income Taxes Paid                                  |                                                      | $          --                  |   | $        -- |  
|                                                  

The
accompanying notes are an integral part of these financial statements.

7

---

MAUI GENERAL
STORE, INC. AND SUBSIDIARIES(A DEVELOPMENT STAGE COMPANY)(A NEW YORK CORPORATION)Hana, Maui, Hawaii

CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)  continued

---

|                                                    | Period FromDate of Inception(January 3, 1995)Through | Nine Months EndedSeptember 30, |  |            | 
|--------------------------------------------------- | ---------------------------------------------------- | ------------------------------ |  | ---------- | 
|
|                                                   
|NON-CASH INVESTING AND FINANCING ACTIVITIES         |                                                      |                                |  |            | 
|                                                   
|Organizational Expenses Paid by Shareholders        |                                                      | $  13,782                      |  | $       -- | 
|Franchise Taxes Paid by Shareholders                |                                                      | $    2,811                     |  | $       -- | 
|Issuance of Shares for Acquisition of Subsidiaries  |                                                      | $147,802                       |  | $       -- | 
|Issuance of Shares for Services Rendered            |                                                     
|- Directors and Consultants                         |                                                      | $    7,025                     |  | $  5,850   | 
|Issuance of Shares in Satisfaction of Subscriptions |                                                     
|Payable                                             |                                                      | $  20,000                      |  | $20,000    | 
|                                                   

The
accompanying notes are an integral part of these financial statements.

8

---

MAUI GENERAL
STORE, INC. AND SUBSIDIARIES(A DEVELOPMENT STAGE COMPANY)(A NEW YORK CORPORATION)Hana, Maui, Hawaii

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

---

Note
A  The Company

| | The
condensed  financial statements of Maui General Store, Inc. and Subsidiaries (the  Company)
included herein have been prepared by the Company, without  audit, pursuant to the rules
and regulations of the Securities and Exchange  Commission (the SEC). Certain
information and footnote disclosures  normally included in financial statements prepared
in conjunction with generally  accepted accounting principles have been condensed or
omitted pursuant to such  rules and regulations, although the Company believes that the
disclosures are  adequate to make the information presented not misleading. These
condensed  financial statements should be read in conjunction with the annual audited
financial statements and the notes thereto included elsewhere in the  Companys
registration statement on Form 10  SB.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
accompanying unaudited interim financial statements reflect all adjustments of a  normal
and recurring nature which are, in the opinion of management, necessary  to present
fairly the financial position, results of operations and cash flows  of the Company for
the interim periods presented. The results of operations for  these periods are not
necessarily comparable to, or indicative of, results of  any other interim period or for
the fiscal year taken as a whole.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Reclassifications
| | -----------------

| | Certain
amounts in the prior year financial statements have been reclassified to conform  with
the current year presentation.
| | -----------------------------------------------------------------------------------------------------------------------------

9

---

Item 2.
Managements Discussion and Analysis or Plan of Operation.

The
following discussion and analysis of our financial condition and results of our
operations should be read in conjunction with our financial statements included
elsewhere herein.

Overview

We
were incorporated under the laws of the State of New York on January 3, 1995, as
Kelly Green Products, Inc. We did not have any operating activities prior to our
acquisitions of Maui General Store, Inc. (a Colorado corporation) and Hana
Pearl, LLC. (a Hawaii LLC)

On
October 10, 2001, we acquired 100% of the outstanding shares of Maui General
Store, Inc. The shareholders of Maui General Store, Inc. exchanged their stock
for 111,520,000 of our shares of common stock. Our majority stockholder also
held the majority interest in Maui General Store. There was no change to the
business, management, location, policies or the assets and liabilities of Maui
General Store.

On
October 10, 2001, in a separate transaction, we acquired a 100% interest in Hana
Pearl, LLC, by exchanging 10,000,000 shares of our common stock for the
membership interest in Hana Pearl. Hana Pearl was initially formed on November
9, 2000, as a limited liability company under the laws of the state of Hawaii.

On
October 30, 2001, we changed our name to Maui General Store, Inc.

The
above noted acquisitions constitute a recapitalization of the companies and are
accounted for as a reverse acquisition. Accordingly, the historical operations
of Maui General Store and Hana Pearl became our historical operations. The
assets and liabilities of Maui General Stores, Inc. and Hana Pearl, LLC have
been carried over at their historical costs. The following discussion and
analysis of financial condition and results of operations is a discussion of the
historical financial performance of Maui General Store and Hana Pearl.

We
plan to merchandise island products, initially Hawaiian goods, and
later, products from other islands. The products we plan to offer will span a
variety of categories, ranging from coffee, candy, soaps and lotions to apparel.
There will, however, be a common island theme in all of our products. In
addition, we intend to create mail order catalogs of its products. We also plan
to sell a wireless telephone. Hana Pearl is a wholesaler of black and golden
pearls.

We
have reported net losses since the date of inception (January 3, 1995) through
September 30, 2003, of $237,317. As a result, there is an accumulated deficit of
$437,815 at September 30, 2003.

Results
of Operations

Three
months ended September 30, 2003 compared to three months ended September 30,
2002

Revenue

Total
revenue for the three months ended September 30, 2003, increased $118 or 2% to
$7,455 from $7,337 for the three months ended September 30, 2002. All revenue
has been generated from Hana Pearl, which is the only business that is operating
at this time. Maui General Store is in a start up phase. Revenue from repair
work included above amounted to $2,712 in 2003 compared to $100 in 2002.

Cost
of Goods Sold

Cost
of goods sold for the three months ended September 30, 2003 increased by $3,724
to $6,145 from $2,421 for the three months ended September 30, 2002. The
increase relates to additional repair work for the period which was
subcontracted to outside parties. Amounts paid to subcontractors for repair work
included above amounted to $2,275 in 2003 compared to $65 in 2002.

10

---

Expenses

Expenses
for the three months ended September 30, 2003, increased $17,374 or 97% to
$35,320 from $17,946 for the three months ended September 30, 2002. This was
mainly due to a $33,000 increase in professional fees.

Net
Income (Loss)

Net
loss for the three months ended September 30, 2003, was $34,164 as compared to a
net loss for the three months ended September 30, 2002 of $13,028. The
difference is due to the factors discussed above.

Nine
months ended September 30, 2003 compared to nine months ended September 30,
2002

Revenue

Total
revenue for the nine months ended September 30, 2003, decreased $7,077 or 28% to
$18,390 from $25,467 for the nine months ended September 30, 2002. All revenue
has been generated from Hana Pearl. It decreased due to changing pearl suppliers
as well as changing retail stores selling the pearls. It is expected that we
will show stronger revenue again, now that these matters have been resolved.
Revenue from repair work included above amounted to $3,740 in 2003 compared to
$100 in 2002.

Cost
of Goods Sold

Cost
of goods sold for the nine months ended September 30, 2003 decreased by $4,174
to $11,232 from $15,406 for the nine months ended September 30, 2002. The
decrease relates to the decrease in sales during the same period. Amounts paid
to subcontractors for repair work amounted to $3,072 in 2003 compared to $65 in
2002.

Expenses

Expenses
for the nine months ended September 30, 2003, decreased $16,893 or 29% to
$41,920 from $58,813 for the nine months ended September 30, 2002. This was
mainly due to a $13,371 decrease in rent due to us moving into a new office.
Travel expense decreased $7,042 from $9,842 for the nine months ended September
30, 2002 to $2,800 for the nine months ended September 30, 2003.

Net
Income (Loss)

Net
loss for the nine months ended September 30, 2003, was $34,916 as compared to a
net loss for the nine months ended September 30, 2002 of $48,703. The difference
is due to the factors discussed above.

Liquidity
and Capital Resources

Net
cash provided by operating activities for the nine months ended September 30,
2003, was $1,763 and net cash used by financing activities for the nine months
ended September 30, 2003, was $1,486.

Net
cash used by operating activities for the year the nine months ended September
30 2002, was $37,214 and net cash provided by financing activities was $28,114.
The primary source of the cash provided by financing activities was
approximately $20,000 from subscriptions and approximately $10,000 from the
advances from stockholders.

Our
short term liquidity and capital needs have been satisfied primarily from the
continuing sale of our common stock, and loans from shareholders. There are no
known trends, events, or uncertainties that would be expected to have a material
impact on our short or long term liquidity, sales, or income from operations. We
have engaged the services of American Registrar and Transfer Company as our
outside Stock Registrar and Transfer Agent.

11

---

Plan
of Operation

During
the twelve months ending September 30, 2004, we plan to start production of Baby
Buddha clothing and a cell phone division which we anticipate will receive
funding to begin production.

During
this twelve-month period we anticipate hiring up to 2 additional employees.

During this
period, we expect that we will spend between $100,000 and $500,000 on production
of Baby Buddha clothing and promotion of our cell phone division. We plan to
commence a private placement of our securities to fund our operating expenses
during the period. If we are successful in raising additional funds and
commencing operations that generate revenue, we should be able to have the
going concern qualification removed from our auditors opinion
on our financial statements.

Other
than the above we do not have any material capital commitments.

Application
of Critical Accounting Policies

Our
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by managements application of
accounting policies. The critical accounting policy for us is revenue
recognition.

We
recognize revenue in accordance with Staff Accounting Bulletin No.101, Revenue
Recognition in Financial Statements. Sales are recorded when both the goods are
shipped to customers and the customers right of return has expired. We
allow customers to return merchandise containing defects within six months of
sale. Generally, merchandise will be accepted for return if defects occur
through no fault of the purchaser. Revenue from re-work/repair services for
prior product sales is recognized as the services are provided.

Item
3. Controls and Procedures

(a)
Evaluation of disclosure controls and procedures.

Under
the supervision and with the participation of our management, including our
Chief Operating Officer and Chief Financial Officer, (both of whom are the same
person) we have evaluated the effectiveness of our disclosure controls and
procedures as of September 30, 2003. Based upon that evaluation, our Chief
Operating Officer and Chief Financial Officer concluded that, our disclosure
controls and procedures are effective in timely alerting them to the material
information relating to us and our consolidated subsidiary required to be
included in our periodic filings with the Securities and Exchange Commission.

(b)
Changes in internal controls.

There
have been no significant changes in our internal controls or, to our knowledge,
in other factors that could significantly affect our internal controls
subsequent to the date of their most recent evaluation.

12

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# Part
II  Other Information

Item 2.
Changes in Securities

Recent
Sales of Unregistered Securities

Since July
1, 2003, we have sold our common stock to the persons listed in the table below
in transactions summarized as follows:

|Name            | Date of Purchase | Shares             | Aggregate Purchase Price | Price PerShare
|--------------- | ---------------- | ------------------ | ------------------------ | --------------
|Mark Matsumoto  |                  | August 12, 2003    |                          | 50,000        
|Thomas S. Smith |                  | September 17, 2003 |                          | 100,000       

|(1) |  | Consideration
consisted of past services rendered to us.
|--- |  | --------------------------------------------------------

With
respect to the sales made, we relied on the exemption from registration
contained in Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the shares. The
securities were offered for investment only and not for the purpose of resale or
distribution, and the transfer thereof was appropriately restricted. No
underwriters were involved in this transaction.

Item
6. Exhibits and Reports on Form 8-K

(a)
Exhibits

|31.1 |  | Certification
of Chief Executive Officer required by Rule 13a-14(a)
|---- |  | -------------------------------------------------------------------

|31.2 |  | Certification
of Chief Financial Officer required by Rule 13a-14(a)
|---- |  | -------------------------------------------------------------------

|32.1 |  | Certification
of Chief Executive Officer required by Section 906 of the Sarbanes-  Oxley Act of 2002
|---- |  | ----------------------------------------------------------------------------------------------------

|32.2 |  | Certification
of Chief Financial Officer required by Section 906 of the Sarbanes- Oxley Act of 2002
|---- |  | ---------------------------------------------------------------------------------------------------

(b)
Reports on Form 8-K

| | None
| | ----

13

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# SIGNATURES

In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

MAUI GENERAL
STORE, INC.

| | By:
/s/  Richard H. Miller
Richard H. Miller, President
Chief Operating Officer andChiefFinancial Officer |  | Date: November 13, 2003
| | --------------------------------------------------------------------------------------------------------- |  | -----------------------

14

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# EXHIBIT
INDEX

|31.1 |  | Certification
of Chief Executive Officer required by Rule 13a-14(a)
|---- |  | -------------------------------------------------------------------

|31.2 |  | Certification
of Chief Financial Officer required by Rule 13a-14(a)
|---- |  | -------------------------------------------------------------------

|32.1 |  | Certification
of Chief Executive Officer required by Section 906 of the Sarbanes-  Oxley Act of 2002
|---- |  | ----------------------------------------------------------------------------------------------------

|32.2 |  | Certification
of Chief Financial Officer required by Section 906 of the Sarbanes- Oxley Act of 2002
|---- |  | ---------------------------------------------------------------------------------------------------

---