UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION
 Washington, D.C.
20549
  FORM
10-Q
  [X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934:
  For
the Quarterly Period ended March 31, 2009
  [  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE
ACT
  For the
transition period from __________________ to __________________
 
 Commission
File Number: 000-53272
 
 MURALS BY MAURICE,
INC.
  (Exact
name of registrant as specified in its charter)
 
 Florida
                20-8565429(State
      or other jurisdiction of
                (IRS
      Employer Identification No.)incorporation
      or organization)
  295
Northwest 89th Avenue
 Coral Springs, Florida
33071
 (Address
of principal executive offices)
 
 (954)
701-1132
 (Issuer's
telephone number)
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [  ]
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [X] No
[  ]
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
  Large
accelerated filer [ ]
 Accelerated
filer   [ ]
 Non-accelerated
filer [ ]
 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 [  ] No [X]
 
 Number of
shares of common stock outstanding as of May 4, 2009: 8,938,214
 Number of
shares of preferred stock outstanding as of May 4, 2009: None
  CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
  The
discussion contained in this 10-Q under the Securities Exchange Act of 1934, as
amended, contains forward-looking statements that involve risks and
uncertainties. The issuer's actual results could differ significantly from those
discussed herein. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
Company believes," "management believes" and similar language, including those
set forth in the discussions under "Notes to Financial Statements" and
"Management's Discussion and Analysis or Plan of Operation" as well as those
discussed elsewhere in this Form 10-Q. We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements that are subject to the "safe harbor" created by the
Private Securities Litigation Reform Act of 1995.
 
 
  
  TABLE OF
      CONTENTSPART I. FINANCIAL
    INFORMATIONITEM
                        PAGEITEM
      1. FINANCIAL STATEMENTS
                        3ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS
                        9ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                        12ITEM
      4. CONTROLS AND PROCEDURES
                          
                          ITEM
      4T. CONTROL AND PROCEDURES
                        12
                          
                          12PART II. OTHER INFORMATIONITEM
      1. LEGAL PROCEEDINGS
                          
                          ITEM
      1A. RISK FACTORS
                        13
                          
                          13ITEM
      2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS
                        14ITEM
      3. DEFAULTS UPON SENIOR SECURITIES
                        14ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                        14ITEM
      5. OTHER INFORMATION
                        14ITEM
      6. EXHIBITS
                        14SIGNATURES
                        15INDEX
      TO EXHIBITS
                        16
  2
 Table
of Contents
 
 ITEM
1.FINANCIAL
STATEMENTS
 
 INDEX
TOMURALS BY
MAURICE, INC. FINANCIAL STATEMENTS
 
 
 MURALS BY MAURICE,
INC.                                                                                                                                                                                                                                                            
       PAGE
 
 Balance
Sheet                                                                                                                                                                                                                                                                                      
4
 
 Statement
of
Operations                                                                                                                                                                                                                                                                    
5
 
 Statement
of Cash
Flows                                                                                                                                                                                                                                                                    
6
 
 Notes to
Financial
Statements                                                                                                                                                                                                                                                           
7
 
 3
 Table
of Contents
  MURALS BY
MAURICE, INC.
 BALANCE
SHEET
 AS OF
MARCH 31, 2009 (UNAUDITED) AND DECEMBER 31, 2008 (AUDITED)
  Unaudited
                                      
                                      
                                      Audited3/31/2009
                                      
                                      
                                      12/31/2008ASSETSCURRENT ASSETS:Cash
                                      
                                      $
                                      207
                                      
                                      
                                      $
                                      83TOTAL
      CURRENT ASSETS
                                      
                                      
                                      207
                                      
                                      
                                      
                                      83FIXED ASSETS:Equipment
                                      
                                      
                                      9,720
                                      
                                      
                                      
                                      9,720Accumulated
      Depreciation
                                      
                                      
                                      (4,050
                                      )
                                      
                                      
                                      (3,564
                                      )TOTAL
      FIXED ASSETS
                                      
                                      
                                      5,670
                                      
                                      
                                      
                                      6,156TOTAL
      ASSETS
                                      
                                      $
                                      5,877
                                      
                                      
                                      $
                                      6,239LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILTIESAccounts
      Payable and Other Payables
                                      
                                      $
                                      20,882
                                      
                                      
                                      $
                                      18,830TOTAL
      CURRENT LIABILITIES
                                      
                                      
                                      20,882
                                      
                                      
                                      
                                      18,830STOCKHOLDERS' DEFICITPreferred
      stock ($0.001 par value; 5,000,000 shares authorized:none
      issued and outstanding at March 31, 2009 and December 31,
      2008)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common
      stock ($0.001 par value; 100,000,000 shares authorized;8,892,500
      shares issued and outstanding at March 31, 2009 and December 31,
      2008)
                                      
                                      
                                      8,893
                                      
                                      
                                      
                                      8,893Additional
      Paid in Capital
                                      
                                      
                                      159,084
                                      
                                      
                                      
                                      139,084Stock
      Subscriptions Receivable (100,000 common shares subscribed at March 31,
      2009)
                                      
                                      
                                      (20,000
                                      )
                                      
                                      
                                      -Accumulated
      Deficit
                                      
                                      
                                      (162,982
                                      )
                                      
                                      
                                      (160,568
                                      )TOTAL
      STOCKHOLDERS' DEFICIT
                                      
                                      
                                      (15,005
                                      )
                                      
                                      
                                      (12,591
                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                      
                                      $
                                      5,877
                                      
                                      
                                      $
                                      9,044
 
 The
accompanying notes are an integral part of these financial
statements.
 
 4
 Table
of Contents
  MURALS BY
MAURICE, INC.
 STATEMENT
OF OPERATIONS
 FOR THE
THREE MONTHS ENDED MARCH 31, 2009 and 2008 (UNAUDITED)
  For
      the Three Months EndedMarch
      31,2009
                        
                        
                        2008REVENUES:Sales
                        
                        $
                        4,975
                        
                        
                        $
                        4,620Cost
      of Goods Sold
                        
                        
                        -
                        
                        
                        
                        -Total
      Revenue
                        
                        
                        4,975
                        
                        
                        
                        4,620EXPENSES:Professional
      Fees
                        
                        
                        1,000
                        
                        
                        
                        3,000Selling,
      General, and Administrative
                        
                        
                        6,389
                        
                        
                        
                        5,784Total
      Expenses
                        
                        
                        7,389
                        
                        
                        
                        8,784Loss
      from operations
                        
                        $
                        (2,414
                        )
                        
                        $
                        (4,164
                        )Provision
      for income taxes
                        
                        
                        -
                        
                        
                        
                        -NET
      LOSS
                        
                        $
                        (2,414
                        )
                        
                        $
                        (4,164
                        )Basic
      and fully diluted net loss per common share:
                        
                        $
                        
                        **
                        
                        $
                        
                        **Weighted
      average common shares outstanding
                        
                        
                        8,892,500
                        
                        
                        
                        8,892,500
  ** = Less
than $.01.
  The
accompanying notes are an integral part of these financial
statements.
 
 5
 Table
of Contents
  MURALS BY
MAURICE, INC.
 STATEMENT
OF CASH FLOWS
 FOR THE
THREE MONTHS ENDED MARCH 31, 2009 (UNAUDITED)
  For
      the Three Months EndedMarch
      31,2009
                      
                      
                      2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                      
                      $
                      (2,414
                      )
                      
                      $
                      (4,164
                      )Adjustments
      to reconcile net loss to net cash provided by (used in)operating
      activities:Depreciation
                      
                      
                      486
                      
                      
                      
                      486Changes
      in Operating Assets and Liabilities:Increase/(Decrease)
      in Accounts Payable and Other Payables
                      
                      
                      2,052
                      
                      
                      
                      3,000NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                      
                      
                      124
                      
                      
                      
                      (678
                      )NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                      
                      
                      124
                      
                      
                      
                      (678
                      )CASH
      AND CASH EQUIVALENTS,BEGINNING
      BALANCE
                      
                      
                      83
                      
                      
                      
                      944ENDING
      BALANCE
                      
                      $
                      207
                      
                      
                      $
                      266SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE YEAR FOR:Interest
                      
                      $
                      -
                      
                      
                      $
                      -Taxes
                      
                      $
                      -
                      
                      
                      $
                      -NON
      CASH PAID DURING THE YEAR FOR:100,000
      common shares subscribed
                      
                      $
                      20,000
                      
                      
                      $
                      -
 
 The
accompanying notes are an integral part of these financial
statements.
 
 6
 Table
of Contents
  MURALS BY
MAURICE, INC.
 NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2009 (UNAUDITED)
  NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Business
Activity—Murals by Maurice, Inc. (“The Company”) was organized under the
laws of the State of Florida on January 11, 2007 as a
corporation.  The Company’s business is to create artwork in the form
of murals, canvas painting, trompe l’oeil, faux and various other media in
churches, businesses, temples, schools, and private homes.  The
Company’s objective is to transform the owner’s passion and creative talent into
a completed project that will meet or beat the client’s greatest
expectation.
 
 Basis of Presentation— The financial statements included herein were prepared under the
accrual basis of accounting.
 
 Cash and Cash Equivalents— For purposes of the Statement of Cash Flows, the Company considers
liquid investments with an original maturity of three months or less to be cash
equivalents.
 
 Management’s Use of
Estimates—The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results
could differ from those estimates.  The financial statements above
reflect all of the costs of doing business.
 
 Revenue
Recognition—The Company’s policy is to recognize income when it is
earned.
 
 Comprehensive Income
(Loss)—The Company adopted Financial Accounting Standards Board Statement
of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
Income”, which establishes standards for the reporting and display of
comprehensive income and its components in the  financial
statements.  There were no items of comprehensive income (loss)
applicable to the Company during the period covered in the financial
statements.
 
 Net Income per Common
Share—Statement of Financial Accounting Standard (SFAS) No. 128 requires
dual presentation of basic and diluted earnings per share (EPS) with a
reconciliation of the numerator and denominator of the EPS
computations.  Basic earnings per share amounts are based on the
weighted average shares of common stock outstanding.  If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share.  Accordingly, this presentation has been adopted for the period
presented.  There were no adjustments required to net income for the
period presented in the computation of diluted earnings per share.
 
 Deferred Taxes—Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS No. 109), “Accounting for Income
Taxes.” A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss-carry
forwards.
 
 Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of
enactment.
  Fair Value of Financial
Instruments—The carrying amounts reported in the balance sheet for cash,
accounts receivable and payable approximate fair value based on the short-term
maturity of these instruments.
 
 Accounts
Receivable—Accounts deemed uncollectible are written off in the year they
become uncollectible.  As of March 31, 2009 the balance in Accounts
Receivable was $-0-.
 
 Impairment of Long-Lived
Assets—The Company evaluates the recoverability of its fixed assets and
other assets in accordance with Statement of Financial Accounting Standards No.
144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” (“SFAS 144’). SFAS 144
requires recognition of impairment of long-lived assets in the event the net
book value of such assets exceeds its expected cash flows, it is considered to
be impaired and is written down to fair value, which is determined based on
either discounted future cash flows or appraised values. The Company adopted the
statement on inception. No impairments of these types of assets were recognized
during the year ended March 31, 2009.
 
 Property and
Equipment—Property and equipment is stated at
cost.  Depreciation is provided by the straight-line method over the
estimated economic life of the property and equipment remaining from five to
seven years. New equipment assets in the amount of $9,720 were contributed in
March of 2007 by the President and CEO of the Company. These assets will be
depreciated of their estimated useful life which the Company has determined to
be 5 years. The estimated annual depreciation expense is $1,944 per
year.  Total depreciation expense for the year ended March 31, 2009
was $486.
 
 Stock-Based
Compensation—The Company accounts for stock-based compensation using the
fair value method of Financial Accounting Standard No. 123R.  This
Statement requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions).  That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award—the requisite service period (usually the
vesting period).  No compensation cost is recognized for equity
instruments for which employees do not render the requisite
service.
 
 Recent Accounting
Pronouncements—In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements(“SFAS 157”). 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 is effective for
financial statements issued for fiscal years beginning after
November 15, 2007. However, in February 2008 the FASB Staff Position
No. 157-2 was issued, which delays the effective date of the requirements
of SFAS 157 as to nonfinancial assets and nonfinancial liabilities except for
items that are recognized or disclosed at fair value in the financial statements
on a recurring basis. The effective date has been deferred to fiscal years
beginning after November 15, 2008 for these nonfinancial assets and
liabilities. The Company’s adoption of SFAS 157 on January 1, 2008 did not
have a material impact on its consolidated financial position, results of
operations or cash flows during the year ended December 31, 2008. The
Company does not expect the deferred portion of the adoption of SFAS 157 to have
a material impact on its consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (“SFAS 141R”).  SFAS 141R establishes principles and
requirements for how the acquirer in a business combination recognizes and
measures in its financial statements the fair value of identifiable
assets
  7
 Table
of Contents
  MURALS BY
MAURICE, INC.
 NOTES TO
FINANCIAL STATEMENTS
 MARCH 31,
2009 (UNAUDITED)
  NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 Recent Accounting
Pronouncements (cont.)
 
 acquired,
the liabilities assumed and any noncontrolling interest in the acquiree at the
acquisition date.  SFAS 141R determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination.  SFAS 141R is effective for fiscal
years beginning after December 15, 2008. The Company is currently
evaluating the impact of adopting SFAS 141R on its consolidated results of
operations and financial condition and plans to adopt it as required in the
first quarter of fiscal 2009.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
in Consolidated Financial Statements” (“SFAS 160”), an amendment of Accounting
Research Bulletin No. 51, “Consolidated Financial Statements” (“ARB
51”).  SFAS 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Minority interests will be recharacterized as noncontrolling
interests and will be reported as a component of equity separate from the
parent’s equity, and purchases or sales of equity interests that do not result
in a change in control will be accounted for as equity transactions. In
addition, net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement and upon
a loss of control, the interest sold, as well as any interest retained, will be
recorded at fair value with any gain or loss recognized in earnings. This
pronouncement is effective for fiscal years beginning after December 15,
2008. The Company is currently evaluating the impact of adopting SFAS 160 on its
consolidated results of operations and financial condition and plans to adopt it
as required in the first quarter of fiscal 2009.
  In
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities — an amendment to FASB Statement
No. 133.” SFAS No. 161 is intended to improve financial standards for
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity’s financial
position, financial performance, and cash flows. Entities are required to
provide enhanced disclosures about: (a) how and why an entity uses
derivative instruments; (b) how derivative instruments and related hedged
items are accounted for under Statement 133 and its related interpretations; and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. It is effective for
financial statements issued for fiscal years beginning after November 15,
2008, with early adoption encouraged. The adoption of this statement, which is
expected to occur in the first quarter of 2009, is not expected to have a
material effect on the Company’s consolidated financial statements.
  In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.” The adoption of this statement is not expected to have a material
effect on the Company’s consolidated financial statements.
 
 In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial
Guarantee Insurance Contracts — An interpretation of FASB Statement
No. 60.” SFAS No. 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement No. 60 applies to financial
  Recent Accounting
Pronouncements (cont.)
 
 guarantee
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities, and requires expanded
disclosures about financial guarantee insurance contracts. It is effective for
financial statements issued for fiscal years beginning after December 15,
2008, except for some disclosures about the insurance enterprise’s
risk-management activities. SFAS No. 163 requires that disclosures about
the risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company’s consolidated financial
statements
 
 NOTE B—SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the years ended March 31, 2009 and 2008
are summarized as follows:
 
 Cash paid
during the three months ended March 31, 2009 and 2008 for interest and income
taxes:
 
 2009           2008
 
 Income
Taxes                                     
   $
---           $
---
 Interest                                                    $
---           $
---
 
 NOTE C—SEGMENT
REPORTING
 
 In June
1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 131, “Disclosures about Segments of an
Enterprise and Related Information.”  This statement requires
companies to report information about operating segments in interim and annual
financial statements.  It also requires segment disclosures about
products and services, geographic areas and major customers.  The
Company determined that it did not have any separately reportable operating
segments as of March 31, 2009.
 
 NOTE D—INCOME
TAXES
 
 Due to
the operating loss and the inability to recognize an income tax benefit, there
is no provision for current or deferred federal or state income taxes for year
ended March 31, 2009.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amount used for federal and state income tax purposes.
 
 The
Company’s total deferred tax asset, calculated using federal and state effective
tax rates, as of March 31, 2009 is as follows:
  Total
      Deferred Tax Asset
                    
                    $
                    (64,200
                    )Valuation
      Allowance
                    
                    
                    64,200Net
      Deferred Tax Asset
                    
                    $
                    -
 
 The
reconciliation of income taxes computed at the federal statutory income tax rate
to total income taxes for year ended March 31, 2009 and 2008 is as
follows:
 
 2009
                    
                    
                    2008Income
      tax computed at the federal statutory rate
                    
                    
                    34.0
                    %
                    
                    
                    34.0
                    %State
      income tax, net of federal tax benefit
                    
                    
                    5.5
                    %
                    
                    
                    5.5
                    %Total
                    
                    
                    39.5
                    %
                    
                    
                    39.5
                    %Valuation
      allowance
                    
                    
                    -39.5
                    %
                    
                    
                    -39.5
                    %Total
      deferred tax asset
                    
                    
                    0.0
                    %
                    
                    
                    0.0
                    %
  Because
of the Company’s lack of earnings history, the deferred tax asset has been fully
offset by a valuation allowance.  The valuation allowance increased
(decreased) by approximately $800 and $700 for the three months ended March 31,
2009 and 2008.
 
 As of
March 31, 2009, the Company had a federal and state net operating loss carry
forward in the amount of approximately $163,000, which expires in the year
2029.
 
 NOTE E—GOING
CONCERN
 
 As shown
in the accompanying audited financial statements, the Company has suffered a
loss from operations to date. It has experienced a loss of $2,414 and $4,164 for
the three months ended March 31, 2009 and 2008, it has a negative working of
capital of $20,675. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.
 
 Management’s
plans in regard to this matter are to raise equity capital and seek strategic
relationships and alliances in order to increase sales in an effort to generate
positive cash flow.  Additionally, the Company must continue to rely
upon equity infusions from investors in order to improve liquidity and sustain
operations.  The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
 
 NOTE
F—COMMITMENTS
 
 As of
March 31, 2009, the Company had no commitments.
 
 NOTE G—CAPITAL
STOCK
 
 The
Company is authorized to issue 100,000,000 common shares at $.001 par value per
share.
 
 For the
three months ended March 31, 2009, the Company subscribed to $20,000 of stock
for 100,000 common shares sold at $.20 per share which is receivable at March
31, 2009.
 
 The
Company is authorized to issue 5,000,000 preferred shares at $.001 par value per
share. For the three months ended March 31, 2009 and 2008, the Company did not
issue any preferred share
 
 8
 Table
of Contents
  ITEM
2.MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
  GENERAL DESCRIPTION OF
BUSINESS
 
 Murals By
Maurice, Inc. (www.muralsbymaurice.com)
is an existing business in Coral Springs, Florida.  Since the Company
began full-time operations in 1999, it has been providing mural painting
services that cater to customer needs and budgets. The Company was incorporated
under the laws of the state of Florida on January 11, 2007, and it continues to
specialize in mural painting.  Its primary focus is to increase its
sales growth in the Coral Springs area and beyond through the sale of custom
murals and art designs.
 
 The
company strives in the art industry to nurture the best practices, talent of
personnel, and customer service and share them broadly to create value for our
customers, shareholders, partners and employees. We continue to explore
opportunities that will result in continued growth including new potential
ventures of selling art online and offering art classes.
  Murals By
Maurice, Inc. promotes our products and services primarily through print and
online advertisements, word-of-mouth advertisements, and referrals, and
concentrates on building a distribution network for internet sales. Our target
market includes homeowners, organizations, businesses, schools, medical offices,
hospitals, and churches. Our industry experience has allowed us to identify
target markets that will be receptive to our proprietary products and concepts
while allowing the quickest market penetration with as minimal competition as
possible.
 
 Business
of Issuer
  Products
and Services
  Creative, skilled
craftsman.With
eight years of mural painting experience and over six years of experience in the
mural painting industry, Maurice Katz is a talented artist capable of turning a
client’s imagination into a work of art.
 
 Mural size variations from small to
large.Mr.
Katz has successfully painted a wide variety of works from small canvas projects
to projects as large as 2,000 square feet.  No job is too small or too
large.
 
 Wide array of mural options and
choices.  With a large portfolio of completed murals to pursue,
customers have a wide array of mural options and choices.
  Our
Business Model
 
 The
Company plans to attract new customers in a variety of ways.  These
include aggressively advertising through newspaper ads and a variety of
magazines; building relationships with local interior design businesses,
architects and builders; building relationships with local painting contractors;
building relationships with local businesses and medical facilities;
word-of-mouth advertising through quality workmanship and personalized customer
service; and focused advertising on the Internet to allow the Company to gain
exposure on a larger scale.
 
 Strategy
and Implementation Summary
 
 We will
watch our results very carefully. Believing that a business opportunity exists
is important. However, we will not pursue a business model if we cannot afford
to be in that business. We will strategically focus on developing relationships
with customers and other businesses as well as aggressively advertising. Our
business strategy is to quickly and aggressively build our brand awareness,
expand our growth, and provide unmatchable high quality craftsmanship and
service.
 
 Sales
Strategy
 
 Our
strategy focuses first on establishing relationships with customers and other
professionals.  By maintaining strong relationships fostered from
previous business relationships, we have an existing list of prominent contacts
that we can continually approach with new and innovative ideas. We will focus on
capitalizing the relationships and industry contacts we have established in the
past.
 
 Promotion
and Marketing Strategy
 
 Murals By
Maurice, Inc. sells its products through print and online marketing campaigns.
Our personnel interact with customers and other businesses to foster
relationships that will lead to referrals. Murals By Maurice, Inc. will
pursue a growth strategy, which includes expanding the product line to include
art classes and expanding the geographic boundaries of the Company beyond the
Coral Springs, Florida area through the use of Internet marketing.
 
 Strengthen Our Customer
Relationships. We plan to strengthen our existing customer relationships
and build new customer relationships through a personalized service approach. By
maintaining 100% customer satisfaction, we hope to position ourselves for
word-of-mouth advertising and referrals.
 
 Strengthen Our Business
Relationships. We plan to strengthen our existing business relationships
and build new relationships with interior architects, designers, and
builders.  We will establish a network for referral business and reach
a larger customer base. Where appropriate, we intend to enter new markets to
leverage our expertise, brand, and portfolio.
  Expand Use of Alternative Sales and
Marketing Channels.  We intend to expand our use of alternative
channels to market and sell our products and services. For example, we plan to
continuously improve and update our website to provide customers with the latest
information and to provide an avenue for online sales. Our own Internet sites,
portals, and online brands will enable us to market and sell our products
directly to online consumers.
 
 Expand Our Global
Presence.  By selling art online, we will expand beyond the
Coral Springs, Florida area.
 
 Experienced Management. Our
President and CEO has eight years of mural painting experience and over six
years of experience in the mural painting industry. We believe his expertise,
high quality craftsmanship, and continuity are significant competitive
advantages in the mural painting industry.
  Strategy
 
 In order
to maximize market share and increase profitability, we believe it is important
to offer a broad portfolio of artwork for all customer segments that are
adaptable to individual client needs. We intend to do this by executing on the
following strategies:
  Expand
market share
  We
believe that we can grow overall market share in our industry by updating and
expanding our website to sell art online. By selling art online, we expand our
customer base.
 
 We also
believe that we can expand our market share by building our brand
awareness.
  Increase
sales and profits from current mass-market opportunities
  We have
worked to grow and diversify our products and services targeted at the
mass-market by offering a wide array of quality mural selections, which will
allow us to continue to leverage our brand with both new products and through
the catalog of existing products. In order to increase sales and profits from
current pieces, our goal is to continue painting high quality pieces and market
them aggressively.
  9
 Table
of Contents
  Product
Development
 
 We
develop our products using a variety of techniques. We make the decision as to
which technique to use based upon the needs and imaginations of the
clients.  We offer both mural and canvas paintings.  In addition,
we are skilled in the techniques of trompe l’oeil and faux.  For
clients whose needs and imaginations include a three dimensional rendering in a
two dimensional plane, using realistic imagery that is the object of trompe
l’oeil provides that feeling.  For clients who need and imagine an
appearance of texture such as marble, wood, or simply some other decorative
finish on their paintings, faux painting creates that effect.  We
develop our murals with the appropriate techniques to fit the unique visions of
each individual customer
  Marketing
and Sales
 
 We plan
to attract new customers through a marketing strategy that consists of various
forms of aggressive advertising.  The strategy includes aggressive
advertisements in newspapers and various magazines as well as at trade and home
shows.  By aggressively advertising in these arenas, we will promote
and build our brand name.
 
 In
addition, the strategy includes building relationships with interior design
businesses, architects, builders, and painting contractors.  By
building these relationships, we are creating awareness about the Company and
pursuing referrals.  We also aim to build relationships with local
businesses and medical facilities for referrals.  In addition to
referrals, these relationships could lead to doing business with these
individuals and businesses personally.
 
 Part of
our marketing strategy also includes providing quality workmanship and customer
service within client budgets.  In doing this, we aim to increase
word-of-mouth advertising, which further promotes brand awareness and the
likelihood of receiving referrals.
 
 Finally,
the strategy includes doing focused advertising on the Internet.  This
will allow the Company to gain exposure on a larger scale, further promoting
brand awareness and also reaching out to a much larger population and
demographic.
 
 We will
strive to create brand awareness for our products and
services.  Consistent with our strategy to build and maintain our
appeal, our marketing efforts include customization of products to conform to
consumer preferences and in individual customer localities.  We also
strive to identify new opportunities.  This structure is designed to
maximize market performance.
 
 Distribution
Methods
  Our
services are currently provided through personal contracting and
delivery.  In the near future, we plan on enabling our website to make
it possible for customers to order our artwork through the
Internet.  Upon receipt of orders, the requested artwork can be
shipped to the appropriate customer.  This will further expand our
customer base and increase revenues.
  Competitive
Business Conditions
  The mural
painting industry is highly competitive. Customers are seeking pieces of art
that will bring their imaginations to life, and they want this done within their
budgets.  There are several mural painting companies located in the
Florida area.  However, most do not specialize exclusively in mural
and portrait painting. Nevertheless, many of our competitors have been in
business for many years, have established customer bases, are larger, and will
be able to handle larger investment in resources.
 
 As demand
for murals increases, we expect new competitors to enter the market and existing
competitors to allocate more resources to mural and portrait painting. As a
result, we expect competition in the mural painting industry to
intensify.  The Company’s ability to be profitable will depend largely
on the abilities of management, its Board of Directors, consultants and the
ability of Murals By Maurice, Inc. to attract, retain, and grow its brand name,
customer base, and personnel as well as its ability to control
expenses.
 
 We
generally differentiate ourselves from our competitors in several key respects.
Our focus on mural and portrait painting allows us to specialize in an area of
expertise where many existing companies do not.  In addition, our
large array of options available to customers and our ability to provide our
services within customer budgets also gives us a competitive
advantage.
 
 We
believe we compete favorably in the principal competitive factors in our market,
which consist of the following:
 
 Offering
a wide array of mural selections
 
 Offering
variations in mural sizes
  Being
skilled in several areas of art such as mural painting, canvas painting, trompe
l’oeil, and faux painting.
 
 Although
we feel our experience and personal relationships will bring in revenues, there
is no guarantee that our company will be able to compete in this market
successfully overall.
 
 Source
and Availability of Raw Materials
  Our raw
materials consist of paints, canvases, brushes, and other art
supplies.  We obtain these materials from local suppliers and art
stores.  We believe that these materials will continue to remain
readily available to us.
 
 Dependence
on One or a Few Customers
  We do not
depend on one or a few major customers.
 
 Patents,
Trademarks, Royalties, Etc.
  We do not
currently hold any patents, trademarks, licenses, or concessions and are not a
party to any royalty agreements or labor contracts.
 
 Government
Approvals
 
 We do not
depend on government approval for our principal products and
services.
  Existing
or Probable Governmental Regulations
  Changes
in federal and state legislation and regulations applicable to Murals By
Maurice, Inc. may have the effect of increasing or decreasing the cost of doing
business, modifying permissible activities, or enhancing the competitive
position of other mural painting companies.  Changes in applicable
laws or regulations may have an adverse effect on the business and prospects of
the company.  Many of these regulations are intended to protect the
public, not shareholders.
 
 Few
changes in the mural painting industry have resulted from federal legislation
intended to protect consumers.
  Number
of Employees
  We
currently have one full-time employee, Maurice Katz, our President and
CEO.
 
 10
 Table
of Contents
  RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009
 
 FORWARD
LOOKING STATEMENTS
  Certain
statements in this report, including statements of our expectations, intentions,
plans and beliefs, including those contained in or implied by "Management's
Discussion and Analysis" and the Notes to Financial Statements, are
"forward-looking statements", within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
subject to certain events, risks and uncertainties that may be outside our
control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”,
“will”, and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. We undertake no obligation to
update or revise any forward-looking statements. These forward-looking
statements include statements of management's plans and objectives for our
future operations and statements of future economic performance, information
regarding our expansion and possible results from expansion, our expected
growth, our capital budget and future capital requirements, the availability of
funds and our ability to meet future capital needs, the realization of our
deferred tax assets, and the assumptions described in this report underlying
such forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a number
of factors, including, without limitation, those described in the context of
such forward-looking statements, our expansion and acquisition strategy, our
ability to achieve operating efficiencies, our dependence on network
infrastructure, capacity, industry pricing and technology trends, evolving
industry standards, domestic and international regulatory matters, general
economic and business conditions, the strength and financial resources of our
competitors, our ability to find and retain skilled personnel, the political and
economic climate in which we conduct operations and the risk factors described
from time to time in our other documents and reports filed with the Securities
and Exchange Commission (the "Commission"). Additional factors that could cause
actual results to differ materially from the forward-looking statements include,
but are not limited to: 1) our ability to successfully expand our business; 2)
general economic factors that affect middle-income households; 3) our ability to
raise sufficient capital in order to effectuate our business plan; and 4) our
ability to retain our key executives.
 
 Income /
Loss
 
 We had a
net loss of $2,414 and $4,164 for the three months ended March 31, 2009 and
2008, respectively. These losses are due primarily to selling, general and
administrative expenses of $6,389 and $5,784 for the three months ended March
31, 2009 and 2008.
 
 We expect to incur losses at least
through fiscal year 2009 due to the implementation of our business plan and
general compliance costs with being a reporting company with the Securities
and Exchange Commission. However, there can be no assurance that we will
achieve or maintain profitability, or that any revenue growth will take place in
the future.
 
 Expenses
  Operating
expenses for the three months ended March 31, 2009 and 2008 were $7,389 and
$8,784, respectively, decreasing by $1,398. These losses are due primarily to
selling, general and administrative expenses of $6,389 and $5,784 for the three
months ended March 31, 2009 and 2008.:
 
 Cost of
Revenue
  Cost of
revenue included certain supplies directly related to producing a mural. For the
three months ended March 31, 2009 and 2008, we had $0 in cost of revenue for
both periods.
 
 Impact of
Inflation
 
 We believe that inflation has had a
negligible effect on operations during this period. We believe that we can
offset inflationary increases in the cost of sales by increasing sales and
improving operating efficiencies.
 
 Liquidity and Capital
Resources
 
 Cash flows provided by (used in)
operating activities were $124 and $(678) for the three months ended March 31,
2009 and 2008, respectively. Positive cash flows from operations for the three
months ended March 31, 2009 were due primarily to the increase in accounts
payable partially offset by a net income loss that was less than the three
months ended March 31, 2008 loss.
 
 We project that we will need additional
capital to fund operations over the next 12 months. We anticipate we will need
an additional $25,000 in working capital during 2008 and $30,000 for the two
years thereafter, primarily to comply with being a reporting company. We have
recently secured a $20,000 bank credit line to help fund our operations. The
credit line is interest free for the first year under the applicable bank
promotion. Thereafter, interest accrues at the prevailing market rate which is
approximately 12-18%.
  Overall,
we have funded our cash needs from inception through March 31, 2009 with a
series of debt and equity transactions, primarily with related parties. If we
are unable to receive additional cash from our related parties, we may need to
rely on financing from outside sources through debt or equity transactions. Our
related parties are under no legal obligation to provide us with capital
infusions. Failure to obtain such financing could have a material adverse effect
on operations and financial condition.
 
 We
had cash of $207 on hand and a working capital deficit of $20,678 as of March
31, 2009. Currently, we have enough cash to fund our operations for about six
months. This is based on current cash flows from financing activities and
projected revenues. Also, if the projected revenues fall short of needed capital
we may not be able to sustain our capital needs. We will then need to obtain
additional capital through equity or debt financing to sustain operations for an
additional year.
 
 On a
long-term basis, liquidity is dependent on continuation and expansion of
operations, receipt of revenues, and additional infusions of capital and debt
financing.
 
 Demand
for the products and services will be dependent on, among other things, market
acceptance of our products, the home improvement market in general, and general
economic conditions, which are cyclical in nature. Inasmuch as a major portion
of our activities is the receipt of revenues from the sales of our products, our
business operations may be adversely affected by our competitors and prolonged
recession periods.
 
 Our
success will be dependent upon implementing our plan of operations and the risks
associated with our business plans. We provide murals and custom painting
services to residential and commercial customers. We plan to strengthen our
position in these markets. We also plan to expand our operations through
aggressively marketing our products and our concept.
  11
 Table
of Contents
  ITEM 3.
QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUTMARKET
RISK
 
 The
information to be reported under this item is not required of smaller reporting
companies.
  ITEM 4. CONTROLS AND
PROCEDURES
 
 We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
specified time periods. Our Chief Executive Officer and its Chief Financial
Officer (collectively, the “Certifying Officers”) are responsible for
maintaining our disclosure controls and procedures. The controls and procedures
established by us are designed to provide reasonable assurance that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms.
  As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of our disclosure controls and procedures. Based on the
evaluation, the Certifying Officers concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the applicable rules and forms, and that it is accumulated
and communicated to our management, including the Certifying Officers, as
appropriate to allow timely decisions regarding required
disclosure.
  The
Certifying Officers have also concluded, based on their evaluation of our
controls and procedures that as of March 31, 2009, our internal controls over
financial reporting are effective and provide a reasonable assurance of
achieving their objective.
  The
Certifying Officers have also concluded that there was no change in our internal
controls over financial reporting identified in connection with the evaluation
that occurred during our fourth fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
 
 ITEM 4T. CONTROLS AND
PROCEDURES
  (a) Conclusions
regarding disclosure controls and procedures. Disclosure controls and
procedures are the Company’s controls and other procedures that are designed 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 Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting.
  Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Exchange Act as of March 31, 2009,
and, based on their evaluation, as of the end of such period, the our disclosure
controls and procedures were effective as of the end of the period covered by
the Quarterly Report,
  (b) Management’s
Report On Internal Control Over Financial Reporting. It is management’s
responsibilities to establish and maintain adequate internal controls over the
Company’s financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a
process designed by, or under the supervision of, the issuer’s principal
executive and principal financial officers and effected by the issuer’s
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:
 
 •           Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the issuer;
and
 
 •           Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the issuer are being
made only in accordance with authorizations of management of the issuer;
and
 
 •           Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer’s assets that could have a
material effect on the financial statements.
 
 As of the
end of the period covered by the Quarterly Report, an evaluation was carried out
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our internal control over financial reporting.
  Management
assessed the effectiveness of our internal control over financial reporting as
of March 31, 2009. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control-Integrated Framework.
  Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, internal controls over financial
reporting were effective as of the end of the period covered by the
Report.
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
  This
Quarterly Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Quarterly
Report.
  (c) Changes in
internal control over financial reporting. There were no changes in our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 12
 Table
of Contents
  PART II. OTHER
INFORMATION
 
 ITEM
1.      LEGAL PROCEEDINGS
 
 None.
 
 ITEM
1A.   RISK FACTORS
 
 An
investment in our common stock being offered for resale by the selling
shareholders is very risky. You should carefully consider the risk factors
described below, together with all other information in this prospectus before
making an investment decision. Additional risks and uncertainties not presently
foreseeable to us may also impair our business operations. If any of the
following risks actually occurs, our business, financial condition or operating
results could be materially and adversely affected. In such case, the trading
price of our common stock could decline, and you may lose all or part of your
investment.
 
 Because
we have a limited operating history, our business is difficult to
evaluate.
 
 We began
operating in 1999 and incorporated in January 2007.  An investor in
our common stock must consider the risks and difficulties frequently encountered
by early stage companies in new and rapidly evolving markets, particularly those
involved in the mural painting industry.  We expect our operating
expenses to increase significantly, especially in the areas of development,
marketing and promotion.  As a result we will need to increase our
revenue to remain profitable.  If our revenue does not grow as
expected or increases in our expenses are not in line with forecasts, there
could be a material adverse effect on our business, results of operations and
financial condition.
 
 We
need additional financing and there is no assurance it can be obtained; and any
such future financings may significantly dilute your equity interest in our
stock.
 
 We
currently have insufficient capital to meet our development plans for our
expanding services, and require an inflow of additional capital or
financing.  We expect to engage in future financings over the next
several years in which we anticipate efforts to raise additional
capital.  There can be no assurances that such financings will ever be
completed, but any such financings could involve a dilution of the interests of
our shareholders upon the issuance of additional shares of common stock and
other securities.  To the extent we will need additional financing in
the immediate or near future to implement our business plan, attaining such
additional financing may not be possible.  If additional capital is
otherwise available, the terms on which such capital may be available may not be
commercially feasible or advantageous to us or our shareholders.
 
 Declining
economic conditions could negatively impact our business
  Our
operations are affected by local, national and worldwide economic
conditions.  Markets in the United States and elsewhere have been
experiencing extreme volatility and disruption for more than 12 months, due in
part to the financial stresses affecting the liquidity of the banking system and
the financial markets generally.  In recent weeks, this volatility and
disruption has reached unprecedented levels.  The consequences of a
potential or prolonged recession may include a lower level of economic activity
and uncertainty regarding energy prices and the capital and commodity markets.
While the ultimate outcome and impact of the current economic conditions cannot
be predicted, a lower level of economic activity might result in a decline in
energy consumption, which may adversely affect the price of oil, liquidity and
future growth.  Instability in the financial markets, as a result of
recession or otherwise, also may affect the cost of capital and our ability to
raise capital.
 
 We
face significant competition and there is no assurance that we will be able to
compete.
 
 Competition
is based primarily upon creativity, artistic talent, service, functionality, and
reward potential.  There are numerous well established competitors,
including national, regional and international artists accessed via the World
Wide Web.  Many of these artists possess substantially greater
financial, marketing, personnel and other resources than we do.  In
the online marketing efforts, competition is based primarily upon Internet site
traffic, products, e-commerce transactions, price and customer
service.  There can be no assurance that we will be able to respond to
various competitive factors affecting the Internet marketing and art
industries.
 
 We
may be unable to successfully manage the expansion of our mural and Internet
businesses.
 
 As part
of our business plan, we anticipate increasing our revenues, expanding our
customer base and enhancing awareness of our brand name by improving and
continuously updating our website.  We cannot assure you that our
development plan, as well as our overall business strategy, will be
successful.  Furthermore, expansion will require additional
experienced personnel who may not be available.  In addition, if we
abandon a project during development, or if a project is not profitable, we may
have incurred substantial costs which may not be recoverable.
 
 Unexpected
material changes in consumer tastes and demographic trends or a downturn in
national, regional and local economic conditions may adversely affect our
business.
 
 The art
industry is affected by changes in consumer tastes and by national, regional and
local economic conditions and demographic trends.  As an industry
participant, our ability to generate revenues is highly sensitive to public
tastes, which are unpredictable.  We may not be able to offer a
selection of mural products that will attract consumers to our
company.  In addition, a general economic downturn may result in a
change of discretionary spending patterns and a decrease in our
revenues.
 
 We
may have difficulty managing our potential growth.
 
 We could
experience a period of significant expansion and we anticipate that further
expansion will be required to address potential growth in our customer base and
market opportunities.  Any expansion is expected to place a
significant strain on our management, operational and financial resources. At
the present time, we expect it will be required to increase our number of
employees during our current fiscal year.  To manage the expected
growth of our operations and personnel, we will be required to improve existing
and implement new transaction processing, operational and financial systems,
procedures and controls, and to expand, train and manage our growing employee
base.  We also will be required to expand our finance, administrative
and operations staff.  Further, we may be required to enter into
relationships with various strategic partners necessary to our
business.  There can be no assurance that our current and planned
personnel systems, procedures and controls will be adequate to support our
future operations, that management will be able to hire, train, retain, motivate
and manage required personnel or that our management will be able to identify,
manage and exploit existing and potential strategic relationships and market
opportunities.  Our failure to manage growth effectively could have a
material adverse effect on our business, results of operations and financial
condition.
 
 If
appropriate opportunities present themselves, we intend to acquire businesses,
technologies, services or products that we believe are
strategic.  There can be no assurance that we will be able to
identify, negotiate or finance future acquisitions successfully, or to integrate
such acquisitions with our current business.  The process of
integrating an acquired business, technology, service or product may result in
unforeseen operating difficulties and expenditures and may absorb significant
management attention that would otherwise be available for ongoing development
of our business.  Moreover, there can be no assurance that the
anticipated benefits of any acquisition will be realized.
 
 Further,
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or amortization
expenses related to goodwill and other intangible assets, which could materially
adversely affect our business, results of operations and financial
condition.  Any such future acquisitions of other businesses,
technologies, services or products might require us to obtain additional equity
or debt financing, which might not be available on terms favorable to us, or at
all, and such financing, if available, might be dilutive.
 
 Our
business plan is based, in part, on estimates and assumptions which may prove to
be inaccurate and accordingly our business plan may not succeed.
 
 The
discussion of our business incorporates management’s current best estimate and
analysis of the potential market, opportunities and difficulties that we
face.  There can be no assurances that the underlying assumptions
accurately reflect our opportunities and potential for
success.  Competitive and economic forces on marketing, distribution
and pricing of our products make forecasting of sales, revenues and costs
extremely difficult and unpredictable.
  If
we lose the services of a number of key employees, our business could
suffer.
 
 Our
success is highly dependent upon the continued services of Maurice Katz, who is
President and CEO as well as a member of our Board of Directors.  We
do not have a written employment agreement with Mr. Katz, and the loss of his
services would have a material adverse effect on our business.  There
can be no assurances that we would be able to replace this executive in the
event his services become unavailable.  We do not have any key-man
life insurance on any of our employees.
 
 We
do not intend to pay any dividend for the foreseeable future.
 
 We do not
anticipate paying cash dividends in the foreseeable future.  The
future payment of dividends is directly dependent upon our future earnings,
financial requirements and other factors to be determined by our board of
directors.  We anticipate any earnings that may be generated from our
operations will be used to finance our growth and that cash dividends will not
be paid to shareholders.
  Sales
of our common stock by our principal shareholder could affect the level of
public interest in our common stock as well as depress its price.
  Our
common stock trades on the Over the Counter Bulletin Board under the symbol
“MUBM.” Because our principal stockholder, Maurice Katz, owns approximately
89.5% of our common stock he may dispose of a substantial percentage of his
stock after a one-year holding period subject to the limitations of Rule 144
under the Securities Act of 1933, as amended. In general, these limitations
impose a maximum sale requirement equal to the greater of an amount during the
preceding three months of 1% of our outstanding shares or an amount equal to the
average weekly reported volume of trading in our common stock on all national
securities exchanges and/or reported through the automated quotation system of a
registered securities association during the four calendar weeks preceding the
filing of a Rule 144 notice. In addition, there are other requirements imposed
by Rule 144, including manner of sale and other requirements. If substantial
amounts of any of these shares are sold either on the open market or pursuant to
Rule 144, there may be downward price pressures on our common stock price,
causing the market price of our common stock to decrease in value. In addition,
this selling activity could:
  o
              Decrease
      the level of public interest in our common stock;o
              Inhibit
      buying activity that might otherwise help support the market price of our
      common stock; ando
              Prevent
      possible upward price movements in our common
  stock.
 
 There
is no liquid trading market for our shares of common stock and you may be unable
to sell your shares.
  There has
never been a liquid public trading market in our common stock and no such liquid
trading market is expected to develop in the immediate future.  We are
relying on certain exemptions from registration under the Securities Act of
1933, which will result in certain restrictions on the resale of our
shares.  We are not obligated to repurchase any shares at the request
of any holder thereof.  Further, we are not obligated to register our
common stock under the Securities Act of 1933 or to otherwise contact market
makers to create and maintain a market in our shares.  Our common
stock is not a suitable investment for investors who require
liquidity.  There can be no assurance that a significant public market
for our securities will develop or be sustained.  Thus, there is a
risk that you may never be able to sell your shares.
 
 Our
lack of an established brand name and relative lack of resources could decrease
our ability to effectively compete in the mural market.
 
 We do not
have an established brand name or reputation in the mural
business.  We also have a relative lack of resources to conduct our
operations.  Thus, we may have difficulty effectively competing with
companies that have greater name recognition and resources than we
do.  Presently, we have no patents, copyrights, trademarks and/or
service marks that would protect our brand name or our proprietary information,
nor do we have any current plans to file applications for such
rights.  Our inability to promote and/or protect our brand name may
decrease our ability to compete effectively in the mural market.
 
 We
have substantial near-term capital needs; we may be unable to obtain the
additional funding needed to enable us to operate profitably in the
future.
 
 We will
need additional funding over the next twelve months to develop our
business.  As of March 31, 2009, we had only $207 worth of liquid
assets with which to pay our expenses.  In addition, we have no credit
facility or other committed sources of capital.  Accordingly, we will
seek outside sources of capital such as conventional bank financing; however,
there can be no assurance that we will be able to obtain favorable terms for
such financing.  If adequate funds are not available, we may be
required to curtail operations or shut down completely.
 
 We
may need to issue more stock, which could dilute your stock.
 
 If we do
not have enough capital to meet our future capital requirements, we may need to
conduct additional capital-raising in order to continue our
operations.  To the extent that additional capital is raised through
the sale of equity and/or convertible debt securities, the issuance of such
securities could result in dilution to our shareholders and/or increased debt
service commitments.  Accordingly, if we issue additional stock, it
could reduce the value of your stock.
 
 Our
principal stockholder controls our business affairs, so you will have little or
no participation in our business affairs.
 
 Currently,
our principal stockholder, Maurice Katz, owns approximately 89.5% of our common
stock.  As a result, he will have control over all matters requiring
approval by our stockholders and can outvote all minority
stockholders.  In addition, he will be able to elect all of the
members of our Board of Directors, which will allow him to significantly control
our affairs and management.  He will also be able to affect most
corporate matters requiring stockholder approval by written consent, without the
need for a duly noticed and duly-held meeting of
stockholders.  Accordingly, you will be limited in your ability to
effect change in how we conduct our business.
 
 Our
management may have possible conflicts of interest that may reduce the level of
business we conduct or expansion we pursue.
 
 Our
officers and directors are involved in other business activities and may, in the
future become involved in other business opportunities that may reduce the level
of business we conduct or expansion we pursue. If another business opportunity
becomes available, our officers and directors may face a conflict in selecting
between us and their other business interests. We have not formulated a policy
for the resolution of such conflicts. We have previously entered into
transactions—and may do so in the future—with our officers, directors, and
shareholders, or companies under their control.  We have no current
plans to engage in transactions with our officers, directors, or
owners.  However, future transactions or arrangements between or among
our officers, directors, shareholders, and companies they control may occur, and
may result in conflicts of interest, which may reduce the level of business we
conduct or the level of expansion we pursue.
 
 We
have incurred losses from operations and limited cash that raises substantial
doubt as to whether we can continue as a going concern.
 
 As of
March 31, 2009, our accumulated deficit was $162,987.  Our cash flows
provided by (used in) operations were $124 and $(678) for the three months ended
March 31, 2009 and 2008, respectively. We have incurred losses from operations
and limited cash that raises substantial doubt as to whether we can continue as
a going concern
 
 13
 Table
of Contents
 
 ITEM
2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS
 
 In 2009,
we issued 5,000 common shares to Salvatore Trapani at $0.20 per share for an
aggregate price of $1,000.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 Also in
2009, we issued 25,000 common shares to Meika Johnson at $0.20 per share for an
aggregate price of $5,000.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 In 2009,
we issued 75,000 common shares to Danzig Ltd. at $0.20 per share for an
aggregate price of $15,000.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
  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
 
 31.1 CEO
Certification Pursuant to Section 302
 31.2 CFO
Certification Pursuant to Section 302
 32.1
CEO Certification Pursuant to Section 906
 32.2 CFO
Certification Pursuant to Section 906
 
 Reports on Form 8-K filed in
the first quarter of 2009
 
 None.
 
 14
 Table
of Contents
 
 SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, there
unto duly authorized.
  
 MURALS
      BY MAURICE, INC.Date:
      May 15, 2009
              By:
              /s/ Maurice
      KatzMaurice
      Katz
                President
      and Chief Executive Officer, Chief Financial
  Officer
  15
 Table
of Contents
  INDEX
TO EXHIBITS
  Exhibit No.
                
                Description31.1
                
                Certification of Chief Executive
    Officer31.2
                
                Certification of Chief Financial
    Officer32.1
                
                Statement required by 18 U.S.C. Section 1350, as adopted
      pursuant to section 906 of the Sarbanes-Oxley Act of
2002.32.2
                
                Statement required by 18 U.S.C. Section 1350, as adopted
      pursuant to section 906 of the Sarbanes-Oxley Act of
    2002