` 
**U.S. 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 March 31, 2008**

 

[   ]   **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

For the transition period from

 

Commission File No. 333-140305

 

**EXCLUSIVE APPAREL, INC.**

(Exact name of small business issuer as specified in its charter)

 

**Nevada**

**20-5567127**

(State or other jurisdiction of incorporation or	

organization)

(I.R.S. Employer Identification No.)

 

**6555 W. Gary Avenue, Las Vegas, Nevada 89139**

(Address of Principal Executive Offices)

 

**(702) 242-9501**

(Issuer's telephone number)

 

**None**

(Former name, address and fiscal year, 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 [   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

[   ]  Large accelerated filer

[   ]  Accelerated filer
  
[   ]  Non-accelerated filer

[X]  Smaller reporting company

 
 
 

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of September 30, 2007:  37,000,000 shares of common stock.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes [X]   No [   ]

 

Transitional Small Business Disclosure Format (Check One) Yes [   ]   No [X]

 

 

 

 

 

 

 

 

 

 

 

 

 
 
2

 
 

**PART I - FINANCIAL INFORMATION**
3  
     Item 1.  Financial Statements
4  
    	Item 2.  Management's Discussion and Analysis of Financial Condition
11  
     Item 4.  Control and Procedures
12  
**PART II - OTHER INFORMATION**
13  
     Item 1.  Legal Proceedings
13  
     Item 2.  Changes in Securities
13  
     Item 3.  Defaults Upon Senior Securities
13  
     Item 4.  Submission of Matters to a Vote of Security Holders
13  
     Item 5.  Other Information
13  
     Item 6.  Exhibits and Reports on Form 8-K
13  
**SIGNATURE**
14
 

 

 

**PART I- FINANCIAL INFORMATION**

 

**Item 1.  Financial Information**

 

**BASIS OF PRESENTATION**

 

The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included.  Operating results from inception (September 8, 2006) and three months ended March 31, 2008 are not necessarily indicative of results that may be expected for the year ending December 31, 2008.  The financial statements are presented on the accrual basis.

 

 
 
3

 
**FINANCIAL STATEMENTS**

 

**EXCLUSIVE APPAREL, INC.**

 

**Table of Contents**

 

 
 
PAGE
  
BALANCE SHEET

F-1
  
STATEMENT OF OPERATIONS

F-2
  
STATEMENT OF STOCKHOLDERS' EQUITY

F-3
  
STATEMENT OF CASH FLOWS

F-4
  
FOOTNOTES TO FINANCIAL STATEMENTS

F-5

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
4

 
**EXCLUSIVE APPAREL, INC.**

**(A Development Stage Company)**

**BALANCE SHEETS**

 

 
 
**(Unaudited)**
 
**ASSETS**

**March 31, 2008**

**December 31, 2007**
     
Current assets:
    
  Cash

**$**

**615**

**$**

**4,611**

  Inventories
 
**39,646**
 
**39,936**

***          Total current assets***
 
**40,261**
 
**44,547**
      
**$**

**40,261**

**$**

**44,547**
          
**LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
         
Current liabilities:
    
  Accounts payable and accrued expenses

**$**

**3,924**

**$**

**-**

  Advance from shareholder
 
**-**
 
**-**

***          Total current liabilities***
 
**3,924**
 
**-**
     
Stockholders' (deficit)
    
  Preferred stock; $.001 par value, 5,000,000 shares
    
     authorized, zero shares issued and outstanding
 
**-**
 
**-**

  Common stock; $.001 par value, 70,000,000 shares
    
     authorized, 37,000,000 shares issued and outstanding	
 
**37,000**
 
**37,000**

  Additional paid in capital
 
**155,500**
 
**155,500**

  Accumulated (deficit) during development stage
 
**(156,163)**
 
**(147,953)**

***          Total stockholders' equity (deficit)***
 
**36,337**
 
**44,547**
      
**$**

**40,261**

**$**

**44,547**

 

 

 

The accompanying notes are an integral part of these financial statements

 

F-1
 
5

 
**EXCLUSIVE APPAREL, INC.**

**(A Development Stage Company)**

**STATEMENTS OF OPERATIONS**

 

 
 
**(Unaudited)**
 
** September 8, 2006**
 
**For the three**

**For the three**

**(date of inception)**
 
**months ended**

**months ended**

**through**
 
**March 31, 2008**

**March 31, 2007**

**March 31, 2008**
        
Revenues

** $                           -**

** $                           -**

** $                           -**
    
Operating expenses:
   
  General and administrative expenses

**                       8,210**

**                     42,784**

**                   156,163**

***          Total operating expenses***

**                       8,210**

**                     42,784**

**                   156,163**
    
***          (Loss) from operations***

**                      (8,210)**

**                    (42,784)**

**                  (156,163)**
    
Other income (expenses):
   
  Interest (expense)

**                              -**

**                              -**

**                              -**

  Other (expense)

**                              -**

**                              -**

**                              -**

***          Total other income (expenses)***

**                              -**

**                              -**

**                              -**
    
***          (Loss) before provision for income taxes***

**                      (8,210)**

**                    (42,784)**

**                  (156,163)**

Provision for income taxes

**                              -**

**                              -**

**                              -**
    
**          Net (loss)**

** $                   (8,210)**

** $                 (42,784)**

** $               (156,163)**
            
Basic and diluted loss per common share

** $                     (0.01)**

** $                     (0.01)**

** $                     (0.01)**
    
Basic and diluted weighted average	
   
  common shares outstanding

**               37,000,000**

**               19,333,333**

**               26,891,103**

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

F-2
 
6

 
**EXCLUSIVE APPAREL, INC.**

**(A Development Stage Company)**

**STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)**

 

 
         
**Accumulated**
           
**Deficit**
   
**   **
 
**   **
 
**Additional**
 
**Other**
 
**during**
 
**Total**
 
** Common Stock**
 
** Preferred Stock**
 
**Paid-in**
 
**Comprehensive**
 
**development**
 
**Stockholders'**
 
** Shares**

*** ***

** Amount**

*** ***

** Shares**

*** ***

** Amount**

*** ***

**Capital**

*** ***

**Loss**

*** ***

**stage**

*** ***

**Equity (Deficit)**

**Balance at September 8, 2006**
               
**(Date of Inception)**

**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
                
Issuance of stock for services, $0.002 per share

**2,000,000**
 
**2,000**
 
**-**
 
**-**
 
**2,000**
 
**-**
 
**-**
 
**4,000**

  on September 9, 2006
                               
Net loss

**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**(24,488)**
 
**(24,488)**
                
**Balance, December 31, 2006**

**2,000,000**
 
**2,000**
 
**-**
 
**-**
 
**2,000**
 
**-**
 
**(24,488)**
 
**(20,488)**
                                
Issuance of stock for services, $0.002 per share

**20,000,000**
 
**20,000**
 
**-**
 
**-**
 
**20,000**
 
**-**
 
**-**
 
**40,000**

  on January 12, 2007
               
Issuance of stock relating to private placement,	
               
  $0.01 per share, net of $1,500 of offering costs

**15,000,000**
 
**15,000**
 
**-**
 
**-**
 
**133,500**
 
**-**
 
**-**
 
**148,500**

  on March 5, 2007
                               
Net loss

**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**(123,465)**
 
**(123,465)**
                
**Balance, December 31, 2007**

**37,000,000**
 
**37,000**
 
**-**
 
**-**
 
**155,500**
 
**-**
 
**(147,953)**
 
**44,547**
                
Issuance of stock 

**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
                
Net loss

**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**(8,210)**
 
**(8,210)**
                
**Balance March 31, 2008 (unaudited)**

**37,000,000**
 
**37,000**
 
**-**
 
**-**
 
**155,500**
 
**-**
 
**(156,163)**
 
**36,337**

 

 

 

The accompanying notes are an integral part of these financial statements

 

F-3
 
7

 
**EXCLUSIVE APPAREL, INC.**

**(A Development Stage Company)**

**STATEMENTS OF CASH FLOW**

 

 
 
**(Unaudited)**
 
** September 8, 2006**
 
**For the three**

**For the three**

**(date of inception)**
 
**months ended**

**months ended**

**through**
 
**March 31, 2008**

**March 31, 2007**

**March 31, 2008**
              
Operating activities:
      
  Net loss

**$**

**(8,210)**

**$**

**(42,784)**

**$**

**(156,163)**

  Adjustments to reconcile net loss to
      
     net cash used in operating activities:
      
     Stock issued for services
 
**-**
 
**40,000**
 
**44,000**

  Changes in operating assets and liabilities:
      
     Decrease (increase) in inventories
 
**290**
 
**-**
 
**(39,646)**

     Increase in accrued expenses
 
**3,924**
 
**1,200**
 
**3,924**

***          Net cash (used in) operating activities***
 
**(3,996)**
 
**(1,584)**
 
**(147,885)**
       
Financing activities:
      
     Advance from shareholder
 
**-**
 
**1,958**
 
**-**

     Proceeds from issuance of common stock
 
**-**
 
**-**
 
**148,500**

***          Net cash provided by financing activities***
 
**-**
 
**1,958**
 
**148,500**
       
Net change in cash
 
**(3,996)**
 
**374**
 
**615**
       
Cash, beginning of period	
 
**4,611**
 
**345**
 
**-**
       
Cash, end of period

**$**

**615**

**$**

**719**

**$**

**615**
       
Supplemental Information
                    
Non Cash Investing and Financing Activities:
      
     Issuance of Common Stock for Services

**$**

**-**

**$**

**40,000**

**$**

**44,000**

 

 

 

The accompanying notes are an integral part of these financial statements

 

F-4
 
8

 
**EXCLUSIVE APPAREL, INC.**

 

**NOTES TO THE FINANCIAL STATEMENTS**

 

 

**Note 1 - CONDENSED FINANCIAL STATEMENT**

 

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2008, and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2007 audited financial statements.  The results of operations for the periods ended March 31, 2008 and 2007 are not necessarily indicative of the operating results for the full years.

 

**Note 2 - GOING CONCERN**

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 
 
9

 
 

**NOTE 3 - RELATED PARTY TRANSACTIONS**

 

During the three months ended March 31, 2008, the Company paid officer's compensation of $2,000 to its president/ shareholder for services provided.

 

During the three months ended March 31, 2008, the Company paid $650 of consulting fee to an individual related to a stockholder of the Company.

 

**NOTE 4 - INVENTORIES**

 

As of March 31, 2008, inventories consisted of the following: designed T-shirts $15,444, blank T-shirts $24,202.

 

 

 

 

 

 

 

 

 

 

 

 
 
10

 
**Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations**

 

Plan of Operation

 

On February 27, 2007 we received approval from the Securities and Exchange Commission of our Registration Statement on Form SB-2 wherein we registered 15,000,000 shares of our $.001 common stock in order to raise $150,000.00 as our initial capital prior to filing an application with the NASD on Form 211 to be listed on a public exchange.  To date we have raised $148,500.00 net of $1,500 for costs and we completed, and submitted our Form 211 to the NASD.

 

Results of Operation

 

The Company did not have any operating income from inception (September 8, 2006) through March 31, 2008. For the quarter ended March 31, 2008, the registrant recognized a net loss of $8,210. Some general and administrative expenses during the year were accrued. Expenses for the year were comprised of costs mainly associated with legal, accounting and office.

 

Liquidity and Capital Resource

 

At March 31, 2008 the Company had no capital resources and will rely upon the  issuance  of  common  stock  and  additional  capital  contributions  from shareholders  to  fund administrative  expenses  pending full implementation of the Company's business model.

 

Critical Accounting Policies

 

Exclusive Apparel's financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 
 
11

 
 

Our significant accounting policies are summarized in Note 1 of our financial statements.  While all these significant accounting policies impact its financial condition and results of operations, Exclusive Apparel's views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company's consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

 

**Item 4. Controls and Procedures**

 

*(a)  Evaluation of disclosure controls and procedures.*

 

Our Chief Executive Officer and Chief Accounting Officer (collectively the “Certifying Officers”) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.

 

*(b)  Changes in internal controls*.

 

Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.

 

 
 
12

 
**PART II - OTHER INFORMATION**

 

**Item 1. Legal Proceedings**

 

None

 

**Item 2. Changes in Securities.**

 

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 on Form 8-K**

 

(a)  Exhibits

 

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of  2002

 

32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

 

(b)  Reports on Form 8-K

 

No reports on Form 8-K were filed during the quarter ended March 31, 2008.

 

 

 

 

13

 
**SIGNATURES**

 

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

 

 

**EXCLUSIVE APPAREL, INC.**

 

 

Date: May 9, 2008

 

*/s/ Sharon M. Lynch*

Sharon M. Lynch

President, Secretary and Director

 

 

 

 

 

 

 

 

 

 

 
 
14

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