- Amended Quarterly Report (10-Q/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q / A

_______________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

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.)

13520 Oriental St

Rockville, Md 20853

(Address of Principal Executive Offices)

_______________

(202) 536-5191

(Issuer Telephone number)

_______________

7424 Brighton Village Drive, Raleigh, NC 27616

(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 June 3 rd , 2010: 91,110,000 shares of Common Stock.

EXPLANATORY NOTE

El Maniel International, Inc., (the “Company”) is filing this Amendment no.1 to the Company’s Quarterly Report on Form 10-Q to Amend the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31 st , 2010, which was originally filed with the SEC on May 20 th , 2010, in order to revise certain numbers and narrative disclosure in the Management’s Discussion and Analysis of Financial Condition and Results of Operations. Except as noted above, this Amendment does not update the information that was presented in the Company’s Quarterly Report on Form 10-Q as originally filed. The original filing was done prior to the Company’s Independent Registered Accounting Firm completing its review of the quarterly period ending March 31 st , 2010, in accordance with the Statement of Auditing Standards no. 100 (“SAS100”) as required by Rule 10-01 (d) of Regulation SX under the Securities Act of 1934.

EL MANIEL INTERNATIONAL, INC.

FORM 10-Q/A

March 31, 2010

INDEX

PART I--FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition & Results of Operations	12
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4T.	Control and Procedures	15

PART II--OTHER INFORMATION

Item 1	Legal Proceedings	16
Item 1A	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Removed & Reserved
Item 5.	Other Information	16
Item 6.	Exhibits	16

SIGNATURE		17

Item 1. Financial Information

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONTENTS




PAGE	1	CONDENSED BALANCE SHEETS AS OF MARCH 31, 2010 (UNAUDITED) AND SEPTEMBER 30, 2009 (CONSOLIDATED)

PAGE	2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2010 AND 2009 (CONSOLIDATED), AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO MARCH 31, 2010 (UNAUDITED).

PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO MARCH 31, 2010.

PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 31, 2010 AND 2009 (CONSOLIDATED), AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO MARCH 31, 2010 (UNAUDITED).

PAGES	5 - 11	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED).

El Maniel International, Inc.
(A Development Stage Company)
Condensed Balance Sheets


ASSETS


	March 31,			September 30,
	2010			2009
	(Unaudited)			(Consolidated)
Current Assets
Cash	$	-		$	919
Total Current Assets		-			919

Property and Equipment, net		-			2,460

Total Assets	$	-		$	3,379

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts payable	$	-		$	1,419
Sales tax payable		-			540
Note payable		-			49,349
Loan payable - related party		-			1,081
Total Liabilities		-			52,389

Commitments and Contingencies		-			-

Stockholders' Deficiency
Common stock, $0.001 par value; 110,000,000 shares authorized,
91,110,000 and 96,110,000 issued and outstanding, respectively		91,110			96,110
Additional paid-in capital		153,534			106,861
Deficit accumulated during the development stage		(244,644	)		(251,981	)
Total Stockholders' Deficiency		-			(49,010	)

Total Liabilities and Stockholders' Deficiency	$	-		$	3,379

See accompanying notes to condensed unaudited financial statements

El Maniel International, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
(UNAUDITED)


	For the Three Months Ended						For the Six Months Ended						For the Period from July 24, 2007 (inception) to
	March 31, 2010			March 31, 2009			March 31, 2010			March 31, 2009			March 31, 2010
				(Consolidated)						(Consolidated)

Revenue	$	-		$	-		$	-		$	3,500		$	20,060

Cost of Revenue		-			-			-			(2,579	)		(47,041

Gross Profit		-			-			-			921			(26,981

Operating Expenses
Professional fees		17,339			5,678			24,545			23,884			200,985
Advertising expense		-			-			-			2,145			9,212
General and administrative		3,994			2,569			8,270			5,589			47,618
Total Operating Expenses		21,333			8,247			32,815			31,618			257,815

Loss from Operations		(21,333	)		(8,247	)		(32,815	)		(30,697	)		(284,796

Other Income/(Expenses)
Gain on disposal		42,008			-			42,008						42,008
Interest Expense		(710	)		-			(1,856	)		-			(1,856

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES		19,965			(8,247	)		7,337			(30,697	)		(244,644

Provision for Income Taxes		-			-			-			-			-

NET INCOME (LOSS)	$	19,965		$	(8,247	)	$	7,337		$	(30,697	)	$	(244,644

NET INCOME (LOSS) PER SHARE - Basic and Diluted	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)

Weighted average number of shares outstanding
during the year - Basic and Diluted		94,943,333			96,110,000			95,529,890			96,110,000

See accompanying notes to condensed unaudited financial statements

El Maniel International, Inc.
(A Development Stage Company)
Condensed Statement of Stockholders' Deficiency
For the period from July 24, 2007 (Inception) to March 31, 2010
(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 (consolidated)		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 (consolidated)		96,110,000			96,110			106,861			(251,981	)		-			(49,010	)

Shares returned in a spin off		(5,000,000	)		(5,000	)		(20,000	)		-			-			(25,000	)

Cash contribution by stockholder		-			-			53,000			-			-			53,000

Forgiveness of debt by related party		-			-			9,217			-			-			9,217

In kind contribution of interest		-			-			1,856			-			-			1,856

In kind contribution of services		-			-			2,600			-			-			2,600

Net income for six months ended March 31, 2010		-			-			-			7,337			-			7,337

Balance March 31, 2010		91,110,000		$	91,110		$	153,534		$	(244,644	)	$	-		$	-

See accompanying notes to condensed unaudited financial statements

El Maniel International, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
(UNAUDITED)



	For the Six Months Ended			For the Six Months Ended			For the Period From July 24, 2007 (Inception) to
	March 31, 2010			March 31, 2009			March 31, 2010
Cash Flows Used In Operating Activities:
Net Income (Loss)	$	7,337		$	(30,697	)	$	(244,644	)
Adjustments to reconcile net income (loss) to net cash used in operations
Gain on subsidiary		(42,640	)		-			(42,640	)
Amortization		328			605			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		2,600			2,600			13,971
In-kind contribution of interest		1,856			-			1,856
Changes in operating assets and liabilities:
(Increase)/Decrease in prepaid expense		-			750			-
(Increase)/Decrease in inventory		-			(27,269	)		(30,252	)
(Increase)/Decrease in deposit		-			10,650			-
Increase/(Decrease) in accounts payable and accrued expenses		15,682			21,607			-
Net Cash Used In Operating Activities		(12,705	)		(21,754	)		(262,549	)

Cash Flows From Investing Activities:
Cash used in disposal of subsidiary		(632	)		-			(632	)
Payment for intangible asset		-			(1,408	)		(3,908	)
Net Cash Used In Investing Activities		(632	)		(1,408	)		(4,540	)


Cash Flows From Financing Activities:
Proceeds from note payable		-			-			-
Proceeds from loan payable- related party		7,418			2,591			75,489
Repayment of loan payable - related party		(48,000	)		(1,523	)		(48,000	)
Contribution by stockholder		53,000			-			53,100
Proceeds from issuance of common stock		-			-			186,500
Net Cash Provided by Financing Activities		12,418			1,068			267,089

Net Decrease in Cash		(919	)		(22,094	)		-

Cash at Beginning of Year/Period		919			22,546			-

Cash at End of Year/Period	$	-		$	452		$	-

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

See accompanying notes to condensed unaudited financial statements

EL MANIEL INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2010

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed 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 financial statements include the accounts of El Maniel International, Inc. from July 24, 2007 (inception) and its 100% owned subsidiary El Maniel Cigar Company from July 24, 2007 to March 10, 2010. All inter-company accounts have been eliminated in the consolidation (See Note 3(E)).

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 March 31, 2010 and September 30, 2009, respectively, the Company had no cash equivalents.

EL MANIEL INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2010

(UNAUDITED)

(E) 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 March 31, 2010 and 2009, respectively, there were no common share equivalents outstanding.

(F) 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.

(G) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(H) 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.

(I) Advertising and Promotional Expense

Advertising and other product-related costs are charged to expense as incurred. For the six months ended March 31, 2010 and 2009 and for the period from July 24, 2007(inception) to March 31, 2010, advertising expense was $0, $2,145, and $9,212 respectively.

(J) Reclassification

Certain amounts from prior period have been reclassified to conform to the current period presentation.

EL MANIEL INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2010

(UNAUDITED)

(K) Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on January 1, 2011.

NOTE 2 LOANS PAYABLE

On December 12, 2009, a 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 March 31, 2010 and an additional loan of $6,177 was made. The loan balance of $6,613 was forgiven as of March 31, 2010. For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $82.

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 5).

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 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. A loan payment of $31,000 was made as of March 31, 2010. The remaining loan balance of $17,000 was paid by the president as of March 31, 2010. For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $1,458.

EL MANIEL INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2010

(UNAUDITED)

During February 2009, a 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 March 31, 2010, the loan balance of $1,073 was forgiven. For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $61 (See Note 5).

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 March 31, 2010, the Company recorded contributed interest expense having a fair value of $34 (See Note 5).

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 March 31, 2010, the loan balance of $1,531 was forgiven. For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $221 (See Note 5).

NOTE 3 STOCKHOLDERS’ DEFICIENCY

(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 March 31, 2010, the Company recorded contributed interest expense having a fair value of $1,856 (See Note 3).

For the period ended March 31, 2010, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 5).

EL MANIEL INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2010

(UNAUDITED)

For the year ended September 30, 2009, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 5).

As of September 30, 2008, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 5).

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 5).

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 5).

For the three months ended March 31, 2010, the Company’s officer and director contributed cash of $53,000 to cover vendor payables (See Note 5).

(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.

On March 10, 2010, the Company repurchased 5,000,000 shares of common stock from a stockholder for 100% of the shares of El Maniel Cigar Company. The shares were valued at a recent cash offering price ($0.05 per share).

(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.

EL MANIEL INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2010

(UNAUDITED)

NOTE 4 COMMITMENTS

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.

NOTE 5 RELATED PARTY TRANSACTIONS

For the period ended March 31, 2010, the Company recorded related party contributed interest expense having a fair value of $1,856 (See Note 3).

For the three months ended March 31, 2010, the Company’s officer and director contributed cash of $53,000 to cover vendor payables (See Note 3).

For the period ended March 31, 2010 a shareholder of the Company contributed services having a fair value of $2,600 (See Note 3(B)).

For the year ended September 30, 2009, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(B)).

As of September 30, 2008, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(B)).

EL MANIEL INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2010

(UNAUDITED)

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 3(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 3(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 3 (D)). As a result of the forward split 5,000,000 shares were increased to 70,000,000 shares ($0.0007/share).

NOTE 6 GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with minimal operations, used cash in operations of $262,549 from inception and has a net loss since inception of $244,644. 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.

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

Because the Company is still developing its current strategy, the Company’s operating expenses will largely consist of professional fees. For the fiscal year 2010, we speculate that there may be no revenue generated and therefore the Company will operate at a loss. If the Company is successful in potential partnering with a business, funding will be necessary to fulfill any contractual obligations we may enter into.

At present, we have no cash on hand. As such, we currently do not have sufficient financial resources to meet the anticipated costs of pursuing our new business focus, or the anticipated administrative costs of operating our business for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We intend to pursue capital through public or private financing and other sources, such as our officers, director and principal shareholders. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, we hope that our officers, directors and principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months. However, we cannot guarantee that our officers, directors and principal shareholders will continue to contribute funds to pay for our expenses.

We are in the process of assessing our marketing and acquisition efforts and possible results in light of the company’s dire financial status. Should we enter into positive discussions with potential partners, then we propose to follow with news announcements, and seeding efforts would continue as the primary marketing and promotion efforts to drive sales and revenue growth.

If we are unable to gain any market share, we may have to suspend or cease our efforts, If we were to cease operations, investors will not receive any return on their investments. As a result of the foregoing, we are actively assessing potential partners to stabilize our shareholding value and base.

Limited Operating History

The initial efforts of our founders to establish new ventures continues. 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 plan or that we will generate sufficient revenues to meet its expenses or to achieve or maintain profitability.

Results of Operation

For the six months ending March 31, 2010, we had $0 in revenue and $0 of cost of goods sold for a gross profit of $0. Expenses for the period totaled $32,815, resulting in a loss of $32,815. Expenses of $32,815 for the period consisted of $8,270 for general and administrative expenses, $0 for advertising expenses and $24,545 for professional fees.

For the six months ended March 31, 2009, we had $3,500 in revenue and $2,579 of cost of goods sold for a gross profit of $921. Expenses for the period totaled $31,618 resulting in a loss of $30,697.

For the period from inception through March 31, 2010, 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 $257,815 resulting in a loss from operations of $284,796. Expenses of $257,815 for the period consisted of $47,618 for general and administrative expenses, $9,212 for advertising and $200,985 for professional fees.

Capital Resources and Liquidity

As of March 31, 2010 we had total current assets of $0.

We believe that we will need additional funding to satisfy our cash requirements for the next twelve months. Completion of our estimate 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 estimates 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 $50,000, which we anticipate primarily as legal, accounting & auditing fees. 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 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

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. Management is committed to maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports 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 its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b) of the Exchange Act, we must carry out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of each fiscal quarter, under the supervision and with the participation of its management, including its Chief Executive Officer and the Chief Financial Officer, who is also the sole Board member, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with US generally accepted accounting principles.

With the participation of the Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company’s internal control over financial reporting as of March 31 st , 2010, based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment performed using the criteria established by COSO, management has concluded that the Company maintained ineffective internal control over financial reporting in the following areas:

1)	Lack of functioning audit committee due to lack of a majority of outside directors on our Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

2)	Ineffective controls over period end financial disclosure and reporting processes.

The aforementioned material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. We are currently reviewing our internal controls under new management to assure that we have adequately trained personnel to more timely complete the company’s Quarterly and other filings with the SEC. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures: We shall create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. Additionally we plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

(b) Changes in internal control over financial reporting. We are currently reviewing our internal controls under new management to assure that we have adequately trained personnel to more timely complete the company’s Quarterly and other filings with the SEC.

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. Removed & Reserved

Item 5. Other Information.

None

Item 6. Exhibits

(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

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.