UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _______________
  FORM
10-Q
 _______________
  x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended April 30, 2008
   o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the transition period from
______to______.
  MOONSHINE
CREATIONS, INC.
 (Exact
name of registrant as specified in Charter
  NEVADA
              
              333-149235
              
              26-0745273(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (Commission
      File No.)
              
              (IRS
      Employee Identification No.)
 
  160
Henry Martin Trail, Statesville, NC 28625
 (Address of Principal
Executive Offices)
 _______________
 
 (704)-592-2622
 (Issuer
Telephone number)
 _______________
  (Former
Name or Former Address if Changed Since Last Report)
  Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x  No o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
  Large
      Accelerated Filer o
              Accelerated
      Filer o
              Non-Accelerated
      Filer o
              Smaller
      Reporting Company x
 
 Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes x No
o
  State the
number of shares outstanding of each of the issuer’s classes of common equity,
as ofJune
6, 2008 : 5,635,500 shares of common stock.
 
 
 
 
 MOONSHINE CREATIONS, INC.
 FORM
10-Q
  April
30, 2008
   INDEX
    PART
I-- FINANCIAL INFORMATION
  Item
      1.
              Financial
      StatementsItem
      2.
              Management’s
      Discussion and Analysis of Financial ConditionItem
      3
              Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
              Control
      and Procedures
   PART
II-- OTHER INFORMATION
  Item
      1
              Legal
      ProceedingsItem
      1A
              Risk
      FactorsItem
      2.
              Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
              Defaults
      Upon Senior SecuritiesItem
      4.
              Submission
      of Matters to a Vote of Security HoldersItem
      5.
              Other
      InformationItem
      6.
              Exhibits
      and Reports on Form 8-K
   SIGNATURE
  
 
 
     Item
1. Financial Information
  
  MOONSHINE
CREATIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)











MOONSHINE
      CREATIONS, INC.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSAs
      OfASSETS
              
              April
      30,
                2008
              
              
              As
      Of
                October
      31,(Unaudited)
              
              
              2007CURRENT
      ASSETSCash
              
              $
              15,834
              
              
              $
              39,500Prepaid
      expense
              
              
              8,301
              
              
              
              -TOTAL
      ASSETS
              
              $
              24,135
              
              
              $
              39,500LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
              
              $
              3,157
              
              
              $
              -Related
      party advances
              
              
              1,000
              
              
              
              1,000TOTAL
      LIABILITIES
              
              
              4,157
              
              
              
              1,000STOCKHOLDERS'
      EQUITYPreferred
      stock, $0.00001 par value, 10,000,000 shares authorized,none
      issued and outstanding
              
              
              -
              
              
              
              -Common
      stock, $0.00001 par value, 100,000,000 shares authorized,5,635,500
      and 5,395,000 shares issued and outstanding
              
              
              56
              
              
              
              54Additional
      paid-in capital
              
              
              66,384
              
              
              
              46,136Subscriptions
      Receivable
              
              
              (50
              )
              
              
              (50
              )Accumulated
      deficit during development stage
              
              
              (46,412
              )
              
              
              (7,640
              )TOTAL
      STOCKHOLDERS' EQUITY
              
              
              19,978
              
              
              
              38,500TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              24,135
              
              
              $
              39,500




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






2






MOONSHINE CREATIONS, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF OPERATIONS(Unaudited)For The
      Three
              
              
              For
      The Six
              
              
              For
      The Period
              
              
              For
      The PeriodMonths
                Ended
              
              
              Months
                Ended
              
              
              April
      10, 2007
                (Inception)
              
              
              April
      10, 2007
                (Inception)April
      30,
                2008
              
              
              April
      30,
                2008
              
              
              to
      April 30,
                2007
              
              
              to
      April 30,
                2008REVENUES
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -EXPENSESProfessional
      Fees
              
              $
              28,389
              
              
              $
              28,389
              
              
              $
              -
              
              
              $
              28,389General
      and administrative
              
              
              4,152
              
              
              
              4,183
              
              
              
              1,000
              
              
              
              5,183Salary
      Expense
              
              
              2,500
              
              
              
              5,000
              
              
              
              -
              
              
              
              10,533Rent
              
              
              600
              
              
              
              1,200
              
              
              
              -
              
              
              
              2,307Total
      Expenses
              
              $
              35,641
              
              
              $
              38,772
              
              
              $
              1,000
              
              
              $
              46,412LOSS
      FROM OPERATIONS (BEFORE TAXES)
              
              $
              (35,641
              )
              
              $
              (38,772
              )
              
              $
              (1,000
              )
              
              $
              (46,412
              )INCOME
      TAX EXPENSE
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (35,641
              )
              
              $
              (38,772
              )
              
              $
              (1,000
              )
              
              $
              (46,412
              )NET
      INCOME (LOSS) PER SHARE,BASIC
      AND DILUTED
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              -WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING,BASIC
      AND DILUTED
              
              
              5,635,500
              
              
              
              5,395,000
              
              
              
              5,000,000




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




3






MOONSHINE
      CREATIONS, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF STOCKHOLDERS' EQUITYFrom
      APRIL 10, 2007 (INCEPTION) TO APRIL 30, 2008(Unaudited)AccumulatedDeficit
              
              
              TotalSubscription
              
              
              Additional
              
              
              During
              
              
              Stockholders'Preferred
      Stock
              
              
              Common
      Stock
              
              
              Receivable
              
              
              Paid-in
              
              
              Development
              
              
              EquityBalance,
      April 10 2007 (Inception)
              
              
              -
              
              
              $
              -
              
              
              
              -
              
              
              $
              -
              
              
              $
              
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Shares
      issued to founders at $0.00001 per share
              
              
              -
              
              
              
              -
              
              
              
              5,000,000
              
              
              
              50
              
              
              
              (50
              )
              
              
              -
              
              
              
              -
              
              
              
              -Stock
      issued for cash at $0.10 per share
              
              
              -
              
              
              
              -
              
              
              
              395,000
              
              
              
              4
              
              
              
              
              
              
              
              39,496
              
              
              
              -
              
              
              
              39,500In
      kind contribution of services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              5,533
              
              
              
              -
              
              
              
              5,533In
      kind contribution of office expenses
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,107
              
              
              
              
              
              
              
              1,107Net
      profit (loss) for the period Inception to October 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              (7,640
              )
              
              
              (7,640
              )Balance,
      October 31, 2007
              
              
              -
              
              
              $
              -
              
              
              
              5,395,000
              
              
              $
              54
              
              
              $
              (50
              )
              
              $
              46,136
              
              
              $
              (7,640
              )
              
              $
              38,500Shares
      issued to founders at $0.00001 per share
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Stock
      issued for cash at $0.10 per share
              
              
              -
              
              
              
              -
              
              
              
              240,500
              
              
              
              2
              
              
              
              
              
              
              
              14,048
              
              
              
              -
              
              
              
              14,050In
      kind contribution of services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              2,500
              
              
              
              -
              
              
              
              2,500In
      kind contribution of office expenses
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              600
              
              
              
              
              
              
              
              600Net
      profit (loss) for the three month period ended January 31,
      2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              (3,131
              )
              
              
              (3,131
              )Balance,
      January 31, 2008
              
              
              -
              
              
              $
              -
              
              
              
              5,635,500
              
              
              $
              56
              
              
              $
              (50
              )
              
              $
              63,284
              
              
              $
              (10,771
              )
              
              $
              52,519In
      kind contribution of services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              2,500
              
              
              
              -
              
              
              
              2,500In
      kind contribution of office expenses
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              600
              
              
              
              
              
              
              
              600Net
      profit (loss) for the three month period ended  to April 30,
      2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              (35,641
              )
              
              
              (35,641
              )Balance,
      April 30, 2008
              
              
              -
              
              
              $
              -
              
              
              
              5,635,500
              
              
              $
              56
              
              
              $
              (50
              )
              
              $
              66,384
              
              
              $
              (46,412
              )
              
              $
              19,978




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






4




MOONSHINE
      CREATIONS, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF CASH FLOWS(Unaudited)For
      The
              
              
              For
      The Period
              
              
              For
      The PeriodSix
      Months
                  ended
              
              
              April
      10, 2007 (Inception)
              
              
              April
      10, 2007 (Inception)April
      30,
                2008
              
              
              to
      April 30,
                2007
              
              
              to
      April 30,
                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (38,772
              )
              
              $
              (1,000
              )
              
              $
              (46,412
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:In-kind
      contribution of office expenses
              
              
              1,200
              
              
              
              
              
              
              
              2,307In-kind
      contribution of services
              
              
              5,000
              
              
              
              
              
              
              
              10,533Changes
      in Assets and LiabilitiesIncrease
      (Decrease) in accounts payable
              
              
              3,157
              
              
              
              
              
              
              
              3,157Increase
      (Decrease) in related party advances
              
              
              -
              
              
              
              1,000
              
              
              
              1,000Net
      cash used in operating activities
              
              
              (29,415
              )
              
              
              -
              
              
              
              (29,415
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:
              
              
              -
              
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
              
              
              14,050
              
              
              
              -
              
              
              
              53,550Net
      cash provided by financing activities
              
              
              14,050
              
              
              
              -
              
              
              
              53,550NET
      INCREASE (DECREASE) IN CASH
              
              
              (15,365
              )
              
              
              -
              
              
              
              24,135CASH,
      BEGINNING OF PERIOD
              
              
              39,500
              
              
              
              -
              
              
              
              -CASH,
      END OF PERIOD
              
              $
              24,135
              
              
              $
              -
              
              
              $
              24,135SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -




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




5




MOONSHINE
CREATIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
 AS OF APRIL 30,
2008




NOTE 1 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND ORGANIZATION




(A) Basis of
Presentation
  The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in The United States of America
and the rules and regulations of the Securities and Exchange Commission for
interim financial information.  Accordingly, they do not include all
the information necessary for a comprehensive presentation of financial position
and results of operations.
  It is
management's opinion, however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation.  The results for the interim period
are not necessarily indicative of the results to be expected for the
year.
 
 (B)
Organization
 
 Moonshine
Creations, Inc. (a development stage company) (the “Company”) was incorporated
under the laws of the State of Nevada on April 10, 2007 The Company was
organized to create an online craft store focusing on one of a kind and unique
craft items made in the southeastern United States. Activities during the
development stage include developing the business plan and raising
capital.
 
 (C) Use of
Estimates
 
 In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from those
estimates.
 
 (D) Cash and Cash
Equivalents
 
 For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.
 
  6
 
  MOONSHINE
CREATIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
 AS OF APRIL 30,
2008
  (E) Income
Taxes
 
 The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.
 
 (F) Loss Per
Share
 
 Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings Per Share.” As of April 30, 2008 and 2007, there were no common share
equivalents outstanding.
 
 (G) Business
Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
 
 (H) Revenue
Recognition
 
 Revenue
from support services is recognized when earned and realizable, which is when
persuasive evidence of an arrangement exists, services, if requested by the
customers, have been rendered and are determinable, and collectability is
reasonably assured. Revenue from telephone support service contracts is
recognized as the services are provided, determined on an hourly
basis.
  (I) Recent Accounting
Pronouncements
 
 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.
   7
  MOONSHINE
CREATIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
 AS OF APRIL 30,
2008
  In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51”. This
statement improves the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require; the ownership interests in subsidiaries held by parties other than the
parent and the amount of consolidated net income attributable to the parent and
to the noncontrolling interest be clearly identified and presented on the face
of the consolidated statement of income, changes in a parent’s ownership
interest while the parent retains its controlling financial interest in its
subsidiary be accounted for consistently, when a subsidiary is deconsolidated,
any retained noncontrolling equity investment in the former subsidiary be
initially measured at fair value, entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. SFAS No. 160 affects those entities that
have an outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Early adoption is prohibited. The adoption of this statement is not
expected to have a material effect on the Company's financial
statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
  NOTE 2 GOING
CONCERN
 
 As
reflected in the accompanying financial statements, the Company is in the
development stage with no revenue, used cash in operations of $29,415, and has a
net loss from operations of $46,412 from Inception. This raises substantial
doubt about its ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company’s ability to
raise additional capital and implement its business plan. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
 
 NOTE 3 RELATED PARTY
ADVANCE
 
 During
2007, a related party of the Company paid $1,000 of operating expenses on behalf
of the Company.
 
  8
 
  MOONSHINE
CREATIONS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
 AS OF APRIL 30,
2008
  NOTE 4 STOCKHOLDERS’
EQUITY
  (A) Common Stock Issued for
Cash
 
 On July
25, 2007, the Company issued 5,000,000 shares of common stock to its founder for
cash of $50 ($0.00001 per share).
 
 During
the period from April 10, 2007 (Inception) to April 30, 2008 the Company issued
635,500 shares of common stock for cash of $63,550 ($.10 per share) and paid
offering costs of $10,000.
 
 (B) In-kind Contribution of
Services
 
 During
the period from April 10, 2007 (Inception) to April 30, 2008 the Company’s
president contributed services and office space with a fair value of $10,533 and
$2,307 respectively.
 
 NOTE
5  RELATED PARTY
TRANSACTIONS
 
 The
president of the Company received 5,000,000 shares of common stock for cash of
$50 ($0.00001 per share) (See Note 4).
 
 During
2007, a related party of the Company paid $1,000 of operating expenses on behalf
of the Company.  (See Note 3)
  During
the period from April 10, 2007 (Inception) to April 30, 2008 the Company’s
president contributed services and office space with a fair value of $10,533 and
$2,307 respectively(See Note
4).
 
 
 
 9
 
 ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
 Plan
of Operation
  Moonshine
Creations, Inc. was incorporated in the State of Nevada on April 10,
2007.  Our plan is to create an online craft store. We will focus on
one of a kind and unique craft items made in the southeast United States.
Moonshine creations will locate and contact the artisans and explain the
opportunity of displaying their items on our website. We will receive
commissions for our website service.  We will provide the marketing,
receive payments, be responsible for the taxes and provide the customer service.
We will then notify the artisan of the sale and arrange for the shipping.
Initially, the artist will be contacted and the website will be maintained by
our President, Ms. Victoria Callanan. Ms. Callanan intends to hire additional
assistants and representatives as our client base expands.
  Marketing
  We plan
to utilize different channels for our marketing. We intend for our website to be
promoted by web placement services for example, Google Adwords and www.1-2-3webposition.com.
We also intend to promote our website by advertising in magazines such as
Southern Living, Cottage Living, Cottage Home, Better Homes and Gardens and
various other small regional publications. We also plan to set up booths at
craft fairs and pass out information inviting guest to visit our website. We
intend to further promote our website using a grass roots method by utilizing
Craft Blogs, www.myspace.com,
www.facebook.com, and
www.bizfriends.com.
  Website
  Currently
our website is being developed under the domain name moonshinecreationsinc.com.
We believe the development cost of our site will be $15,000 and the cost for
hosting will be $350 per month and we intend to use the proceeds from the
offering which we completed in January 2008 to meet these costs. We intend for
our website to use Flash and High resolution photos as well as possess the
capability to show short videos of variously featured craft items. Our website
will be updated on a daily basis to reflect current inventories.
  On our
website, all of the craft items will be broken down in different categories
according to the craft medium. For example: pottery, glass, jewelry, home
accessories, stationary, wood, leather, metal, outdoor items and other
categories as well. The website will also have a shopping cart allowing
customers to purchase more than one item at a time. All items will have
descriptions and high resolution photos and certain designated items will have a
short video. In addition, we also plan to have a section featuring different
artist’s profile and their specialty items. Also, there will be a secure log-on
section where artisans can access detailed information related to their
craft.
  Competition
  Our
business will put us in direct competition with craft fairs, existing craft
websites, individual artisans who have websites and mega
websites.  There are many craft fairs in the southeast including but
not limited to NationalGospel & Harvest
Celebration, North Carolina Seafood Festival, Red River Revel Arts
Festival,The
Cotton Pickin’ Fair, and Gasparilla. These fairs offer a variety of exhibitors
depending on the individual fairs. Some of the existing craft websites are
craftsfaironline.com, thecountrygallery.net, craftsolutions.com and
indianchild.com. All of these websites provide a variety of services. In
addition to the existing craft websites, there are individual artisans that will
have their own websites
  Plan of
Operation
  Our specific goal is to sell
one-of-a-kind craft items made in the southeast to customers.  We
intend to accomplish the foregoing through the following milestones:
  1. We
plan to begin to establish our office and acquire the computer and office
equipment we need to begin operations during the first half of 2008.
Establishing our offices will take up to 30 days. We believe that it will cost
$30,000 to establish our office and secure the necessary computer equipment and
software. We do not intend to hire employees. Our sole officer and director will
handle our administrative duties.
  
  10
 
  2. After
our office is established, we intend to contact artisans to offer their items on
our website. We plan to attend craft fairs that are oriented towards meeting new
artisans in the southeastern United States and creating opportunities for us to
develop important relationships with them. We intend to hire an outside web
designer to begin development of our website toward the end of the first half of
2008. We believe that it will cost up to $10,000 initially to have our website
operational. The initial operation of the website is anticipated to be ready by
the end of the second quarter of 2008.
  3. As
soon as our website is operational, we will begin to market our website in the
southeastern United States and through traditional sources such as trade
magazines, craft fairs, newspaper advertising, telephone directories and flyers
/ mailers. Potential clients can simply click on links to become connected to
our website from search engines. We believe that it will cost a minimum of
$10,000 for our marketing campaign. Marketing is an ongoing matter that will
continue during the life of our operations.
  4.We believe that we will begin selling
craft items from our website during the third quarter of 2008.
  In summary, we anticipate that we will
be fully operational by the end of the second quarter of 2008. We estimate that
we will begin to generate revenue during the third quarter of 2008. If we cannot
generate sufficient revenues to continue operations, we will suspend or cease
operations.
  Results of
Operation
  We did
not have any operating income from inception through April 30, 2008. For the
three months ended April 30, 2008, the registrant recognized a net loss of
$35,641 and for the period from inception through April 30, 2008, the registrant
recognized net loss of $46,412. Expenses for the quarter were comprised of
$28,389 in professional fees, $4,152 in administrative costs, $2,500 in salary,
and $600 in rent.
  Liquidity
and Capital Resources
  As of
April 30, 2008, we had $15,834 in cash.
  We
believe we can not satisfy our cash requirements for the next twelve months with
our current cash. However, if we are unable to satisfy our cash requirements we
may be unable to proceed with our plan of operations. We do not anticipate the
purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. In the event we are not successful in reaching our initial revenue
targets, additional funds may be required, and we may not be able to proceed
with our business plan for the development and marketing of our core services.
Should this occur, we will suspend or cease operations.
  We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
  Critical Accounting
Policies
  Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under thecircumstances. 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.
  11
   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.
  In December 2007, the Financial
Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51”.  This
statement improves the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require; the ownership interests in subsidiaries held by parties other than the
parent and the amount of consolidated net income attributable to the parent and
to the noncontrolling interest be clearly identified and presented on the face
of the consolidated statement of income, changes in a parent’s ownership
interest while the parent retains its controlling financial interest in its
subsidiary be accounted for consistently, when a subsidiary is deconsolidated,
any retained noncontrolling equity investment in the former subsidiary be
initially measured at fair value, entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners.  SFAS No. 160 affects those
entities that have an outstanding noncontrolling interest in one or more
subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS161). This statement is intended
to improve transparency in financial reporting by requiring enhanced disclosures
of an entity’s derivative instruments and hedging activities and their effects
on the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject toSFAS161 must provide more robust
qualitative disclosures and expanded quantitative disclosures.SFAS161 is effective prospectively for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.
  Off-Balance
Sheet Arrangements
  We have
no off-balance sheet arrangements.
  Item
3.   Quantitative and Qualitative Disclosures about Market
Risks
 
 The
Company is subject to certain market risks including changes in interest rates.
The Company does not undertake any specific actions to limit those
exposures.
  Item
4T.  Controls and Procedures
  Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures were not effective to ensure that information required to be
disclosed by the Company in the reports that the Company files or submits under
the Exchange Act, is recorded, processed, summarized and reported, within the
time periods specified in the SEC’s rules and forms, and that such information
is accumulated and communicated to the Company’s management, including the
Company’s CEO and CAO, as appropriate, to allow timely decisions regarding
required disclosure.
 12
  As part
of our evaluation of the effectiveness of the design and operation of disclosure
controls and procedures for the three months ended April 30, 2008, we identified
internal control deficiencies that constituted “material
weaknesses.”  A material weakness is defined as a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
company’s annual or interim financial statements will not be prevented or
detected on a timely basis.  Specifically, we identified the following
material weaknesses:
 
 ·
                      Our
      controls over the timely and complete review of accounts payable,
      including timely reconciliation of vendor balances did not operate
      effectively.
 
 ·
                      Our
      controls over the timely and thorough review of prepaid expenses did not
      operate effectively.
 
 Changes
in Internal Control over Financial Reporting
 
 During
the three months ended April 30, 2008, the following changes to our internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting,
 
 ·
                      In
      May and June 2008, we implemented new monthly closing procedures to ensure
      the accounts payable and prepaid expenses are timely recorded and properly
      classified.
 
 We
believe that the implementation of these steps and others will allow us, in the
future, to conclude that our disclosure controls and procedures are effective to
ensure that material information is recorded, processed, summarized and reported
by management on a timely basis in order to comply with our disclosure
obligations under the Exchange Act and the rules and regulations.
 
 Other
than the matters discussed above, there were no changes (including corrective
actions with regard to significant deficiencies or material weaknesses) in the
internal controls over financial reporting  that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
  13
 
  PART
II - OTHER INFORMATION
 
 Item
1.Legal
Proceedings.
  Currently
we are not aware of any litigation pending or threatened by or against the
Company.
 
 Item
1A.  Risk Factors.
 
 None.
  Item
2.Unregistered
Sales of Equity Securities and Use of Proceeds
  None.
  Item
3.Defaults Upon
Senior Securities.
  None
  Item
4.Submission of
Matters to a Vote of Security Holders.
  None.
  Item
5.Other
Information.
  None
  Item
6.Exhibits and
Reports of Form 8-K.
 
 (a)
                Reports
      on Form 8-K and Form 8K-ANone(b)
                ExhibitsExhibit
      Number
                Exhibit
      Title3.1
                Certificate
      of Incorporation*3.3
                By-Laws
      *31.1
                Certification
      of Victoria Callanan pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32.1
                Certification
      of Victoria Callanan pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.*Incorporated by
      reference to our registration statement on Form S-1 filed on February 14,
      2008 (File no: 333-149235)
  
 
  14
 
  SIGNATURES
    Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  
  Moonshine
      Creations, Inc.Date:
      June 9, 2008
                By:
                /s/ /Victoria
      CallananVictoria
      CallananChief
      Executive Officer, Chief Financial
Officer
 
    15