UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
10-Q
_______________
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended December 31, 2009
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
EL
MANIEL INTERNATIONAL, INC.
(Exact
name of registrant as specified in Charter
NEVADA
|
|
333-148988
|
|
562672870
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File No.)
|
|
(IRS
Employee Identification No.)
|
7424
Brighton Village Drive, Raleigh, NC 27616
(Address
of Principal Executive Offices)
_______________
(919)
538-2305
(Issuer
Telephone number)
_______________
(Former
Name or Former Address if Changed Since Last Report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2)has been subject to such filing requirements for the past 90
days.
Yes
x
No
o
Indicate
by check mark whether the registrant 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
o
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer”
in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer
o
Accelerated
Filer
o
Non-Accelerated
Filer
o
Smaller
Reporting Company
x
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
Yes
x
No
o
State
the number of shares outstanding of each of the issuer’s classes of common
equity, as of as of February 16, 2010: 96,110,000 shares
of Common Stock.
EL
MANIEL INTERNATIONAL, INC.
FORM
10-Q
December
31, 2009
INDEX
PART
I--FINANCIAL INFORMATION
|
|
|
|
|
Item
1.
|
Financial
Statements
|
1
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
14
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
17
|
Item
4T.
|
Control
and Procedures
|
17
|
|
|
|
PART
II--OTHER INFORMATION
|
|
|
|
|
Item
1
|
Legal
Proceedings
|
18
|
Item
1A
|
Risk
Factors
|
18
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
18
|
Item
3.
|
Defaults
Upon Senior Securities
|
18
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
18
|
Item
5.
|
Other
Information
|
18
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
18
|
|
|
|
SIGNATURE
|
|
19
|
Item
1. Financial Information
EL
MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
|
|
|
1
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2009 (UNAUDITED) AND
SEPTEMBER 30, 2009
|
|
|
|
|
|
|
PAGE
|
|
|
2
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER
31, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO
DECEMBER 31, 2009 (UNAUDITED).
|
|
|
|
|
|
|
PAGE
|
|
|
3
|
|
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’DEFICIENCY FOR THE
PERIOD FROM JULY 24, 2007 (INCEPTION) TO DECEMBER 31, 2009
(UNAUDITED).
|
|
|
|
|
|
|
PAGE
|
|
|
4
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER
31, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO
DECEMBER 31, 2009 (UNAUDITED).
|
|
|
|
|
|
|
PAGES
|
|
|
5 -
12
|
|
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED).
|
El
Maniel International, Inc. and Subsidiary
|
|
(A
Development Stage Company)
|
|
Condensed
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31
|
|
|
September
30,
|
|
ASSETS
|
|
2009
|
|
|
2009
|
|
|
|
|
(Unaudited)
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
Cash
|
|
$
|
91
|
|
|
$
|
919
|
|
Total
Current Assets
|
|
|
91
|
|
|
|
919
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and
Equipment, net
|
|
|
-
|
|
|
|
2,460
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
91
|
|
|
$
|
3,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
8,693
|
|
|
$
|
1,419
|
|
|
Sales
tax payable
|
|
|
-
|
|
|
|
540
|
|
|
Note
payable
|
|
|
49,509
|
|
|
|
49,349
|
|
|
Loan
payable - related party
|
|
|
1,081
|
|
|
|
1,081
|
|
Total Liabilities
|
|
|
59,283
|
|
|
|
52,389
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Deficiency
|
|
|
|
|
|
|
|
|
Common
stock, $0.001 par value; 110,000,000 shares authorized,
|
|
|
|
|
|
|
|
|
96,110,000 and 96,110,000 issued and outstanding,
respectively
|
|
|
96,110
|
|
|
|
96,110
|
|
Additional
paid-in capital
|
|
|
109,307
|
|
|
|
106,861
|
|
Deficit
accumulated during the development stage
|
|
|
(264,609
|
)
|
|
|
(251,981
|
)
|
Total
Stockholders' Deficiency
|
|
|
(59,192
|
)
|
|
|
(49,010
|
)
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Deficiency
|
|
$
|
91
|
|
|
$
|
3,379
|
|
See accompanying notes to condensed consolidated
unaudited financial statements.
El
Maniel International, Inc. and Subsidiary
|
|
(A
Development Stage Company)
|
|
Condensed
Consolidated Statements of Operations
|
|
(Unaudited)
|
|
|
|
|
|
For the Three Months
Ended
|
|
|
For
the period
from
July 24, 2008
(inception) to December 31,
2009
|
|
|
|
December 31,
2009
|
|
|
December 31,
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
2,500
|
|
|
$
|
20,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of Revenue
|
|
|
-
|
|
|
|
(1,949
|
)
|
|
|
(47,041
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
|
|
-
|
|
|
|
551
|
|
|
|
(26,981
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
|
7,206
|
|
|
|
18,206
|
|
|
|
183,646
|
|
Advertising
expense
|
|
|
-
|
|
|
|
2,145
|
|
|
|
9,212
|
|
General
and administrative
|
|
|
4,276
|
|
|
|
3,020
|
|
|
|
43,624
|
|
Total
Operating Expenses
|
|
|
11,482
|
|
|
|
23,371
|
|
|
|
236,482
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from Operations
|
|
|
(11,482
|
)
|
|
|
(22,820
|
)
|
|
|
(263,463
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(1,146
|
)
|
|
|
-
|
|
|
|
(1,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS BEFORE INCOME TAXES
|
|
|
(12,628
|
)
|
|
|
(22,820
|
)
|
|
|
(264,609
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(12,628
|
)
|
|
$
|
(22,820
|
)
|
|
$
|
(264,609
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Per Share - Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
during
the year - Basic and Diluted
|
|
|
96,110,000
|
|
|
|
96,110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated
unaudited financial statements.
El
Maniel International, Inc. and Subsidiary
|
|
(A
Development Stage Company)
|
|
Condensed
Consolidated Statement of Stockholders' Deficiency
|
|
For
the period from July 24, 2007 (Inception) to December 31,
2009
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
Additional
|
|
|
accumulated
during the
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
paid-in
|
|
|
development
|
|
|
Subscription
|
|
|
Stockholder's
|
|
|
|
Shares
|
|
|
Amount
|
|
|
capital
|
|
|
stage
|
|
|
Receivable
|
|
|
Deficiency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
July 24, 2007
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services to founder ($0.001)
|
|
|
70,000,000
|
|
|
|
70,000
|
|
|
|
(65,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.10/ per share)
|
|
|
1,400,000
|
|
|
|
1,400
|
|
|
|
8,600
|
|
|
|
-
|
|
|
|
(10,000
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of cash
|
|
|
-
|
|
|
|
-
|
|
|
|
100
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
-
|
|
|
|
-
|
|
|
|
971
|
|
|
|
-
|
|
|
|
-
|
|
|
|
971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period July 24, 2007 (inception) to September 30,
2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(20,551
|
)
|
|
|
-
|
|
|
|
(20,551
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2007
|
|
|
71,400,000
|
|
|
|
71,400
|
|
|
|
(55,329
|
)
|
|
|
(20,551
|
)
|
|
|
(10,000
|
)
|
|
|
(14,480
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
collected on subscription receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.10/ per share)
|
|
|
24,710,000
|
|
|
|
24,710
|
|
|
|
151,790
|
|
|
|
-
|
|
|
|
-
|
|
|
|
176,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
-
|
|
|
|
-
|
|
|
|
5,200
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, for the year ended September 30, 2008
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(140,864
|
)
|
|
|
-
|
|
|
|
(140,864
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2008
|
|
|
96,110,000
|
|
|
|
96,110
|
|
|
|
101,661
|
|
|
|
(161,415
|
)
|
|
|
-
|
|
|
|
36,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
-
|
|
|
|
-
|
|
|
|
5,200
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, for the year ended September 30, 2009
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(90,566
|
)
|
|
|
-
|
|
|
|
(90,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September
30, 2009
|
|
|
96,110,000
|
|
|
|
96,110
|
|
|
|
106,861
|
|
|
|
(251,981
|
)
|
|
|
-
|
|
|
|
(49,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of interest
|
|
|
-
|
|
|
|
-
|
|
|
|
1,146
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
-
|
|
|
|
-
|
|
|
|
1,300
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, for the period ended December 31, 2009
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(12,628
|
)
|
|
|
-
|
|
|
|
(12,628
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
for the period ended December 31, 2009
|
|
|
96,110,000
|
|
|
$
|
96,110
|
|
|
$
|
109,307
|
|
|
$
|
(264,609
|
)
|
|
|
-
|
|
|
$
|
(59,192
|
)
|
See accompanying notes to condensed consolidated
unaudited financial statements.
El
Maniel International, Inc. and Subsidiary
|
|
(A
Development Stage Company)
|
|
Condensed Consolidated Statements of Cash
Flows
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the Three Months Ended
December 31,
2009
|
|
|
For
the Three Months Ended
December 31,
2008
|
|
|
For
the Period From July 24, 2007
(Inception) to
December 31, 2009
|
|
Cash
Flows Used In Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(12,628
|
)
|
|
$
|
(22,820
|
)
|
|
$
|
(264,609
|
)
|
Adjustments
to reconcile net loss to net cash used in operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
328
|
|
|
|
284
|
|
|
|
1,776
|
|
Loss
on impairment of inventory
|
|
|
-
|
|
|
|
-
|
|
|
|
30,252
|
|
Loss
on impairment of website
|
|
|
2,132
|
|
|
|
-
|
|
|
|
2,132
|
|
Common
stock issued for services
|
|
|
-
|
|
|
|
-
|
|
|
|
5,000
|
|
In-kind
contribution of services
|
|
|
1,300
|
|
|
|
1,300
|
|
|
|
12,671
|
|
In-kind
contribution of interest
|
|
|
1,146
|
|
|
|
-
|
|
|
|
1,146
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)/Decrease
in prepaid expense
|
|
|
-
|
|
|
|
250
|
|
|
|
-
|
|
(Increase)/Decrease
in inventory
|
|
|
-
|
|
|
|
(19,352
|
)
|
|
|
(30,252
|
)
|
(Increase)/Decrease
in deposit
|
|
|
-
|
|
|
|
10,650
|
|
|
|
-
|
|
Increase/(Decrease)
in accounts payable and accrued expenses
|
|
|
6,734
|
|
|
|
8,419
|
|
|
|
8,693
|
|
Net
Cash Used In Operating Activities
|
|
|
(988
|
)
|
|
|
(21,269
|
)
|
|
|
(233,191
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment
for intangible asset
|
|
|
-
|
|
|
|
(1,408
|
)
|
|
|
(3,908
|
)
|
Net
Cash Used In Investing Activities
|
|
|
-
|
|
|
|
(1,408
|
)
|
|
|
(3,908
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from note payable
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Proceeds
from loan payable- related party
|
|
|
448
|
|
|
|
(5
|
)
|
|
|
3,052
|
|
Repayment
of loan payable - related party
|
|
|
(288
|
)
|
|
|
-
|
|
|
|
(1,811
|
)
|
In-kind
contribution of cash
|
|
|
-
|
|
|
|
-
|
|
|
|
100
|
|
Proceeds
from loans payable
|
|
|
-
|
|
|
|
1,000
|
|
|
|
50,349
|
|
Repayment
of loan payable
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,000
|
)
|
Proceeds
from issuance of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
186,500
|
|
Net
Cash Provided by Financing Activities
|
|
|
160
|
|
|
|
995
|
|
|
|
237,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Decrease/(Decrease) in Cash
|
|
|
(828
|
)
|
|
|
(21,682
|
)
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at Beginning of Year/Period
|
|
|
919
|
|
|
|
22,546
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at End of Year/Period
|
|
$
|
91
|
|
|
$
|
864
|
|
|
$
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow
information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash
paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
See accompanying notes to condensed consolidated
unaudited financial statements.
EL
MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2009
(UNAUDITED)
NOTE
1
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND
ORGANIZATION
|
(A) Basis of
Presentation
The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in The
United States of America and the rules and regulations of the Securities and
Exchange Commission for interim financial information. Accordingly,
they do not include all the information necessary for a comprehensive
presentation of financial position and results of operations.
It
is management's opinion, however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period
are not necessarily indicative of the results to be expected for the
year.
Activities during the development stage include
developing the business plan and raising
capital
.
(B) Principles of
Consolidation
The
accompanying condensed consolidated financial statements include the accounts of
El Maniel International, Inc. from July 24, 2007 (inception) and its 100% owned
subsidiary El Maniel Cigar Company. All inter-company accounts have
been eliminated in the consolidation (See Note 4(E)).
(C) Use of
Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
those estimates.
(D) Cash and Cash
Equivalents
The
Company considers all highly liquid temporary cash investments with an original
maturity of three months or less to be cash equivalents. At December 31, 2009
and 2008, respectively, the Company had no cash equivalents.
EL
MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2009
(UNAUDITED)
(E) Website Development
Costs
Costs
incurred in the planning stage of a website are expensed while costs incurred in
the development stage are capitalized and amortized over the estimated
three-year life of the asset. For the period ended December 31, 2009 and for the
year ended September 30, 2009 the Company paid $0 and $3,908, respectively, to
develop its website.
(F) Loss Per
Share
Basic
and diluted net loss per common share is computed based upon the weighted
average common shares outstanding as defined by FASB Accounting Standards
Codification Topic 260, “Earnings Per Share.” As of December 31, 2009 and 2008,
respectively, there were no common share equivalents outstanding.
(G) Income
Taxes
The
Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC
740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under ASC 740-10-25, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
(H) Business
Segments
The
Company operates in one segment and therefore segment information is not
presented.
(I) Concentrations
For
the three months ended December 31, 2008 the Company purchased 100% of its
cigars from one vendor.
For the three months ended December 31, 2008, one
customer accounted for 100% of the Company’s sales
.
(J) Revenue
Recognition
The
Company recognized revenue on arrangements in accordance with FASB Codification
Topic 605,
“Revenue
Recognition”
(“ASC Topic 605”). Under ASC Topic 605, revenue
is recognized only when the price is fixed and determinable, persuasive evidence
of an arrangement exists, the service is performed and collectability of the
resulting receivable is reasonably assured. Revenue is recognized
when products are received and accepted by the customer. Risk of loss
transfers from the manufacturer to the Company upon shipment of product from the
warehouse.
EL
MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2009
(UNAUDITED)
(K)
Inventories
Inventories
are valued at the lower of cost or market. Cost is determined using
the first-in, first-out (FIFO) method. Provision for potentially obsolete or
slow moving inventory is made based on management's analysis of inventory levels
and future sales forecasts. At September 30, 2009, the Company determined that
inventory on hand was slow moving and recognized an impairment loss of
$30,252. Inventory consisted of the following at December 31, 2009
and September 30, 2009:
|
|
December 31,
2009
|
|
|
September 30,
2009
|
|
Raw
Materials
|
|
$
|
-
|
|
|
$
|
23,550
|
|
Work in
Process
|
|
|
-
|
|
|
|
-
|
|
Finished
|
|
|
-
|
|
|
|
6,702
|
|
Provision for
impairment
|
|
|
-
|
|
|
|
(30,252
|
)
|
Net
Inventory
|
|
$
|
-
|
|
|
$
|
-
|
|
(L) Advertising and
Promotional Expense
Advertising
and other product-related costs are charged to expense as incurred. For the thre
three months ended December 31, 2009 and 2008 and for the period from
July 24, 2007(inception) to December 31, 2009, advertising expense was $0,
$2,145, and $11,627 respectively.
(
M)
Reclassification
Certain
amounts from prior period have been reclassified to conform to the current
period presentation.
(N) Recent Accounting
Pronouncements
In
June 2009, the FASB issued ASC 105
Accounting
Standards Codification
TM
and the Hierarchy of Generally Accepted Accounting Principles
. The FASB
Accounting Standards Codification
TM
(the “Codification”) has become the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with Generally Accepted
Accounting Principles (“GAAP”). All existing accounting standard documents are
superseded by the Codification and any accounting literature not included in the
Codification will not be authoritative. Rules and interpretive releases of the
SEC issued under the authority of federal securities laws, however, will
continue to be the source of authoritative generally accepted accounting
principles for SEC registrants. Effective September 30, 2009, all
references made to GAAP in our consolidated financial statements will include
references to the new Codification. The Codification does not change or alter
existing GAAP and, therefore, will not have an impact on our financial position,
results of operations or cash flows.
EL
MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2009
(UNAUDITED)
In
June 2009, the FASB issued changes to the consolidation guidance applicable to a
variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entity's economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires continuous reassessments of whether an
enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires
enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is
effective as of the beginning of interim and annual reporting periods that begin
after November 15, 2009. This will not have an impact on the Company’s financial
position, results of operations or cash flows.
In
June 2009, the FASB issued Financial Accounting Standards Codification No. 860 -
Transfers and Servicing. FASB ASC No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. FASB ASC No. 860 is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. The Company is
evaluating the impact the adoption of FASB ASC No. 860 will have on its
financial statements.
NOTE
2
|
PROPERTY AND
EQUIPMENT
|
At
December 31, 2009 and September 30, 2009 property and equipment is as
follows:
|
|
December
31, 2009
|
|
|
September
30, 2009
|
|
|
|
|
|
|
|
|
Website
costs
|
|
$
|
3,908
|
|
|
$
|
3,908
|
|
Less
accumulated amortization
|
|
|
(1,776
|
)
|
|
|
(1,448)
|
|
Provision
for impairment
|
|
|
(2,132)
|
|
|
_
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
|
$
|
2,460
|
|
EL
MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2009
(UNAUDITED)
Amortization
expense for the three months ended December 31, 2009 and 2008 and the period
from July 24, 2007 (inception) to December 31, 2009 was $328, $284 and $1,776,
respectively. At December 31, 2009, the Company recognized an
impairment loss of $2,132.
On
December 12, 2009, a non related party loaned the Company $448. The
loan is noninterest bearing and payable on demand. A loan payment of $11 has
been made and as of December 31, 2009, the loan balance is $436 and is not in
default.
For the
period ended December 31, 2009, the Company recorded contributed interest
expense having a fair value of $1.
|
For
the year ended September 30, 2009, a related party loaned the Company
$483. The Company entered into a written promissory note
concerning this obligation. The loan is noninterest bearing and
payable on demand. As of September 30, 2009, the loan balance
has been repaid and the loan payable is $0 (See Note
6).
|
For
the year ended September 30, 2009, a non related party loaned the Company
$276. The loan is noninterest bearing and payable on
demand. The loan was repaid on October 12, 2009. As of December 31,
2009, the loan balance is $0.
On
August 11, 2009, a non related party loaned the Company $48,000. The Company
entered into a written promissory note concerning this obligation. The loan is
noninterest bearing and payable on demand. As of December 31, 2009,
the loan balance is $48,000 and is not in default. For the period
ended December 31, 2009, the Company recorded contributed interest expense
having a fair value of $934.
|
During
February 2009, a non related party loaned the Company $1,073. The Company
entered into a written promissory note concerning this obligation. The
loan is noninterest bearing and payable on demand. As of December 31,
2009, the loan balance is $1,073 and is not in default. For the period
ended December 31, 2009, the Company recorded contributed interest expense
having a fair value of $47
.
|
EL
MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2009
(UNAUDITED)
During
December 2008, the Company received $518 from a relative of the principal
stockholder. Pursuant to the terms of the loan, the loan is noninterest bearing
and due on demand. As of September 30, 2009, the loan balance has been repaid
and the loan payable is $0. For the period ended December 31, 2009,
the Company recorded contributed interest expense having a fair value of $34
(See Note 6).
For
the year ended September 30, 2007, the Company received $1,603 from a principal
stockholder. Pursuant to the terms of the loan, the loan is non interest bearing
and due on demand. As of December 31, 2009, the Company still owes $1,081 to the
principal shareholder. For the period ended December 31, 2009, the
Company recorded contributed interest expense having a fair value of $129 (See
Note 6).
NOTE
4
|
STOCKHOLDERS’
EQUITY
|
(A) Common Stock Issued for
Cash
As
of December 31, 2007, the Company issued 1,765,000 shares of common stock for
$176,500 ($0.10/share). As a result of the forward split, the
1,765,000 were increased to 24,710,000 shares ($0.007/share).
For
the period from July 24, 2007 (inception) through September 30, 2007, the
Company issued 100,000 shares of common stock for a subscription receivable of
$10,000 ($0.10/share). The subscription receivable was collected
during the period ending December 31, 2007. As a result of the
forward split the 100,000 were increased to 1,400,000 shares
($0.007/share).
(B) In-Kind Contribution of
Services
For
the period ended December 31, 2009, the Company recorded contributed interest
expense having a fair value of $1,146 (See Note 3).
For
the period ended December 31, 2009, a shareholder of the Company contributed
services having a fair value of $1,300 (See Note 6).
For
the year ended September 30, 2009, a shareholder of the Company contributed
services having a fair value of $5,200 (See Note 6).
As
of September 30, 2008, a shareholder of the Company contributed services having
a fair value of $5,200 (See Note 6).
For the period from July 24, 2007 (inception)
through September 30, 2007, the shareholder of the Company contributed services
having a fair value of $971 (See Note
6
).
EL
MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2009
(UNAUDITED)
(C) In-Kind Contribution of
Cash
As
of September 30, 2007, the shareholder of the Company contributed cash of $100
to cover the costs of setting up the subsidiary (See Note 6).
(D) Stock Issued for
Services
On
July 24, 2007, the Company issued 5,000,000 shares of common stock to its
founders having a fair value of $5,000 ($0.001/share) in exchange for services
provided (See Note 6). As a result of the forward split 5,000,000
shares were increased to 70,000,000 shares ($0.00007/share).
(E) Acquisition
Agreement
On
September 28, 2007, El Maniel International, Inc. consummated an agreement with
El Maniel Cigar Company, pursuant to which El Maniel Cigar Company exchanged all
of its members’ interest for 5,000,000 shares or approximately 100% of the
common stock of El Maniel International, Inc. The Company has
accounted for the transaction as a combination of entities under common control
and accordingly, recorded the merger at historical cost.
(F) Stock
Split
On
August 5, 2009, the Company's Board of Directors declared a fourteen-for-one
stock split which was distributed on August 5, 2009 to shareholders of
record. A total of 89,245,000 shares of common stock were
issued. All basic and diluted loss per share and average shares
outstanding information has been adjusted to reflect the aforementioned stock
split.
On
October 15, 2007, the Company entered into a consulting agreement to receive
administrative and other miscellaneous services. The Company is
required to pay $5,000 a month. This agreement was terminated
effective November 1, 2008.
EL
MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2009
(UNAUDITED)
NOTE
6
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RELATED PARTY
TRANSACTIONS
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For
the period ended December 31, 2009, the Company recorded related party
contributed interest expense having a fair value of $1,146 (See Note
3).
For
the period ended December 31, 2009, a shareholder of the Company contributed
services having a fair value of $1,300 (See Note 4(B)).
For
the year ended September 30, 2009, a shareholder of the Company contributed
services having a fair value of $5,200 (See Note 4(B)).
As
of September 30, 2008, a shareholder of the Company contributed services having
a fair value of $5,200 (See Note 4(B)).
For the year ended September 30, 2009, a related party loaned the
Company $483. The Company entered into a written promissory note
concerning this obligation. The loan is noninterest bearing and
payable on demand. As of September 30, 2009, the loan balance has
been repaid and the loan payable is $0 (See Note 3).
For
the year ended September 30, 2007, the Company received $1,603 from a principal
stockholder. Pursuant to the terms of the loan, the loan is non interest bearing
and due on demand. As of December 31, 2009, the Company still owes $1,081 to the
principal shareholder (See Note 3).
During
December 2008, the Company received $518 from a relative of the principal
stockholder. Pursuant to the terms of the loan, the loan is noninterest bearing
and due on demand. As of September 30, 2009, the loan balance has been repaid
and the loan payable is $0 (See Note 3).
For
the period from July 24, 2007 (inception) through September 30, 2007 the
shareholder of the Company contributed services having a fair value of $971 (See
Note 4(B)).
As
of September 30, 2007, the shareholder of the Company contributed cash of $100
to cover the costs of setting up the subsidiary (See Note 4(C)).
On
July 24, 2007, the Company issued 5,000,000 shares of common stock to its
founders having a fair value of $5,000 ($0.001/share) in exchange for services
provided (See Note 4 (D)). As a result of the forward split 5,000,000 shares
were increased to 70,000,000 shares ($0.0007/share).
As
reflected in the accompanying financial statements, the Company is in the
development stage with minimal operations, used cash in operations of $233,191
from inception and has a net loss since inception of $264,609 for the period
from July 24, 2007 (inception) to December 31, 2009. In addition,
there is a working capital deficiency of $59,192 and stockholders’ deficiency of
$57,060 as of December 31, 2009. This raises substantial doubt about
its ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company’s ability to
raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through February 10, 2010,
the date the financial statements were issued.
On
January 11, 2010, a non related party loaned the Company $538. The Company
entered into a written promissory note concerning this obligation. The loan is
noninterest bearing and payable on demand.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.
Plan of
Operation
We have
completed the cigar box and ordered 1,000 boxes for inventory. Additionally we
have ordered and paid for cigars that are being held in inventory by the
manufacturer for delivery as we are able to make sales. We have also finished
the web site which we continue to try to use as a tool for the sale of the
product. We have already begun to introduce the cigars to different consumer
groups seeking to get some interest in the cigars. With the cigar box completed
and the web site operational we will continue to selectively
introduce the product to various consumer groups. Our initial efforts were to
firms in the financial services industry but that has only resulted in
limited sales. We will begin work on wedding planners which we see a
possible source of early introduction. We have hired a marketing consultant who
is helping to roll out the product now that we have inventory and
an operational web site.
We
continue to look for a third-party order and fulfillment partner with all the
necessary licenses to sell and deliver cigar products in the U.S. and Canada.
This would allow us the fastest access to the markets through a well-established
and experienced fulfillment organization.
Over the
next 12 months our target is to place approximately 100-200 units with opinion
leaders, media professionals and prospective customers to start to generate
awareness of the PLC Cigars product line and initiate the sales effort; conduct
at least three direct email blasts to targeted contacts from cigar industry
media subscriber lists; sponsor at least two small events in conjunction with
cigar industry events and local festivals such as the Durham Beer
Festival.
We have
run through our initial marketing budget primarily through the purchase of
inventory and initial marketing expenses. This essentially covered
the cost of inventory to fulfill orders that may come from the marketing
efforts. We have a cost for each box of $21.50 and a replaceable placard for
personalizing the boxes at $2.80 per box. We initially ordered 1,000 units for
inventory at a cost of approximately $24,300 without the cost of shipping and
handling. There will be an additional cost to fulfill the orders. We do not
expect to have to carry a heavy inventory of the cigars since the company making
them will also be fulfilling orders.
We are in
the process of assessing our marketing and sales efforts and possible results in
light of the company’s dire financial status. News announcements, email blasts,
seeding efforts and event sponsorship are expected to continue as the primary
marketing and promotion efforts to drive sales and revenue
growth.
If we are
unable to gain any market share for our premium cigars, we may have to suspend
or cease our efforts. If we cease our previously stated efforts, we
do not have plans to pursue other business opportunities. If we cease
operations, investors will not receive any return on their
investments.
We are still
pursuing this plan but to date we have not been able to raise additional funds
through either debt or equity offerings. Without this additional cash we have
been unable to gain a market share for our product. As a result of the
foregoing, we may begin to explore our options regarding the development of a
new business plan and direction.
Limited Operating History
The
initial efforts of our founders to establish a cigar company began in early
2007. We were formed in July 2007 and we have limited operations upon
which an evaluation of our company and our prospects can be
based. There can be no assurance that our management will be
successful in concluding a successful sales and marketing plan to attain
significant penetration of the premium cigar market segment or that we will
generate sufficient revenues to meet its expenses or to achieve or maintain
profitability.
Results of
Operation
For
the quarter ended December 31, 2009, we had $0 in revenue and $0 of cost of
goods sold for a gross profit of $0. Expenses for the period totaled
$12,628 resulting in a loss of $0. Expenses of $12,628 for the period consisted
of $4,276 for general and administrative expenses, $0 for advertising expenses
and $7,206 for professional fees.
For
the quarter ended December 31, 2008, we had $2,500 in revenue and $1,949 of cost
of goods sold for a gross profit of $551. Expenses for the period totaled
$23,371 resulting in a loss of $22,820. Expenses of $23,371 for the period
consisted of $3,020 for general and administrative expenses, $2,145 for
advertising expenses and $18,206 for professional fees.
For
the period from inception through December 31, 2009, we had $20,060 in revenue.
($47,041) of cost of goods sold for a gross loss of
($26,981). Expenses for the period totaled $236,482 resulting in a
loss of $264,609. Expenses of $236,482 for the period consisted of $43,624 for
general and administrative expenses, $9,212for advertising and $183,646for
professional fees.
Capital Resources and
Liquidity
As
of December 31, 2009 we had total current assets of $91 which consisted of $91
in cash and $0 in inventory which are cigar boxes that we have in inventory as
of December 31, 2009.
We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operations is subject to
attaining adequate revenue or financing. We cannot assure investors that we will
generate the revenues needed or that additional financing will be available. In
the absence of attaining adequate revenue or additional financing, we may be
unable to proceed with our plan of operations for the next twelve
months.
We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $20,000. We do not anticipate the
purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business plan.
We anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
Critical Accounting
Policies
The
Company’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.
Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all of these significant accounting policies impact the
Company’s financial condition and results of operations, we view certain of
these policies as critical. Policies determined to be critical are those
policies that have the most significant impact on the Company 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 financial position or liquidity, results of operations or cash
flows for the periods presented.
Recent Accounting
Pronouncements
In
June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.
In
June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No.
46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises
involved with variable interest entities and to address (1) the effects on
certain provisions of FASB Interpretation No. 46 (revised December 2003),
“Consolidation of Variable Interest Entities”, as a result of the elimination of
the qualifying special-purpose entity concept in SFAS 166 and (2) constituent
concerns about the application of certain key provisions of Interpretation
46(R), including those in which the accounting and disclosures under the
Interpretation do not always provide timely and useful information about an
enterprise’s involvement in a variable interest entity. SFAS 167 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 167 will have on its
financial statements.
Off Balance Sheet
Transactions
We
have no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific
actions to limit those exposures.
Item
4T. Controls and Procedures
a)
Evaluation of
Disclosure Controls.
Pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation,
with the participation of the Company’s management, including the Company’s
Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the
Company’s principal financial and accounting officer), of the effectiveness of
the Company’s disclosure controls and procedures (as defined under Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by
this report. Based upon that evaluation, the Company’s CEO and CFO concluded
that the Company’s disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.
(b)
Changes in
internal control over financial reporting.
There have been no changes in
our internal control over financial reporting that occurred during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We
are currently not involved in any litigation that we believe could have a
material adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our company or any of
our subsidiaries, threatened against or affecting our company, our common stock,
any of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors.
None
Item
2. Unregistered Sales of Equity Securities and Use
of Proceeds.
None
.
Item
3. Defaults Upon Senior Securities.
None
.
Item
4. Submission of Matters to a Vote of Security
Holders.
On
August 5, 2009, the Company's Board of Directors and the majority of the
shareholders declared a fourteen-for-one stock split to be effected in the form
of a stock dividend. The stock split was distributed on August 5,
2009 to shareholders of record. A total of 89,245,000 shares of
common stock were issued. All basic and diluted loss per share and
average shares outstanding information has been adjusted to reflect the
aforementioned stock dividend.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a)
Exhibits
31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
(b)
Reports of Form 8-K
None.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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EL
MANIEL INTERNATIONAL, INC.
|
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Date:
February 16, 2010
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By:
|
/s/ Barbara
Tejeda
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|
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Barbara
Tejeda
|
|
|
Founder,
Chairman,
Chief
Executive Officer,
Chief
Financial Officer,
Chief
Accounting Officer
and
Director
|
19