UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
Amendment No.1 to
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 June 30, 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.)

5-4, 4th Floor, Jalan 1 1/48A,
Sentul Raya Boulevard,
Off Jalan Sentul,
51000 Kuala Lumpur
Malaysia
 (Address of Principal Executive Offices)
 _______________
 
+60 3 4043 7881
 (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  o  No  x
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of as of August 18, 2009:  96,110,000 shares of Common Stock.  
 
 
 
 

 
 
 

EXPLANATORY NOTE
 
The purpose of this Amendment No. 1 to the 10-Q is to correct the shell status of the Company. The Company is not a shell company as defined in Rule 12b-2 of the Exchange Act.
 
 
 
 
 

 
 
 
EL MANIEL INTERNATIONAL, INC.
 
FORM 10-Q
 
June 30, 2009
 
INDEX
 
 
 
 
PART I-- FINANCIAL INFORMATION  
     
Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition
13
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.
Submission of Matters to a Vote of Security Holders
16
Item 5.
Other Information
16
Item 6.
Exhibits and Reports on Form 8-K
16
     
SIGNATURE    
 
 
 
 
 
 

 
 
 
Item 1. Financial Information
 
 
 
 
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)



CONTENTS


     
PAGE
1
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2009 (UNAUDITED) AND AS OF SEPTEMBER 30, 2008.
     
PAGE
2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO JUNE 30, 2009 (UNAUDITED).
     
PAGE
3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO JUNE 30, 2009 (UNAUDITED).
     
PAGE
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JUNE 30, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO JUNE 30, 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
 
         
         
             
ASSETS
 
             
             
   
June 30,
   
September 30,
 
   
2009
   
2008
 
   
(Unaudited)
       
Current Assets
           
     Cash
  $ 288     $ 22,546  
     Prepaid expense
    -       750  
     Inventory
    30,252       4,198  
     Deposit
    -       10,650  
Total Current Assets
    30,540       38,144  
                 
     Property  and Equipment, net
    2,788       2,310  
                 
Total  Assets
  $ 33,328     $ 40,454  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
Current Liabilities
               
     Accounts payable
  $ 26,802     $ 2,495  
     Sales tax payable
    448       -  
     Loan payable
    1,073       -  
     Loan payable - related party
    2,081       1,603  
Total  Liabilities
    30,404       4,098  
                 
Commitments and Contingencies
    -       -  
                 
Stockholders' Equity
               
     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
    105,561       101,661  
     Deficit accumulated during the development stage
    (198,747 )     (161,415 )
Total Stockholders' Equity
    2,924       36,356  
                 
Total Liabilities and Stockholders' Equity
  $ 33,328     $ 40,454  
 
See accompanying notes to condensed consolidated unaudited financial statements.
 
 
-1-

 
 
El Maniel International, Inc. and Subsidiary
 
(A Development Stage Company)
 
Condensed Consolidated Statements of Operations
 
(Unaudited)
 
                               
   
   
For the Three Months Ended
   
For the Nine Months Ended
   
For the Period from
July 24, 2007
 
   
June 30, 2009
   
June 30, 2008
   
June 30, 2009
   
June 30, 2008
   
(inception) to June 30, 2009
 
                               
Revenue
  $ 2,355     $ 205     $ 5,855     $ 14,205     $ 20,060  
                                         
Cost of Revenue
    (1,215 )     -       (3,794 )     (12,995 )     (16,789 )
                                         
Gross Profit
    1,140       205       2,061       1,210       3,271  
                                         
Operating Expenses
                                       
Professional fees
    3,812       32,984       27,696       88,964       158,338  
Advertising expense
    -       281       2,145       6,381       9,212  
General and administrative
    3,963       3,255       9,552       11,202       34,468  
Total Operating Expenses
    7,775       36,520       39,393       106,547       202,018  
                                         
Loss from Operations
    (6,635 )     (36,315 )     (37,332 )     (105,337 )     (198,747 )
                                         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
    (6,635 )     (36,315 )     (37,332 )     (105,337 )     (198,747 )
                                         
Provision for Income Taxes
    -       -       -       -       -  
                                         
NET LOSS
  $ (6,635 )   $ (36,315 )   $ (37,332 )   $ (105,337 )   $ (198,747 )
                                         
Net Loss Per Share  - Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
Weighted average number of shares outstanding
                                       
  during the year/period - Basic and Diluted
    96,110,000       96,110,000       96,110,000       95,001,788          
                                         
 
See accompanying notes to condensed consolidated unaudited financial statements.
 
 
-2-

 
 
 
 
(A Development Stage Company)
 
Condensed Consolidated Statement of Stockholders' Equity (Deficiency)
 
For the period from July 24, 2007 (Inception) to June 30, 2009
 
(Unaudited)
 
                                     
                                     
                     
Deficit
             
                     
accumulated
         
Total
 
   
Common stock
   
Additional
   
during the
         
Stockholder's
 
               
paid-in
   
development
   
Subscription
   
Equity
 
   
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
    -       -       3,900       -       -       3,900  
                                                 
Net loss, for nine months ended June 30, 2009
    -       -       -       (37,332 )     -       (37,332 )
                                                 
Balance,  June 30, 2009
    96,110,000     $ 96,110     $ 105,561     $ (198,747 )   $ -     $ 2,924  
 
See accompanying notes to condensed consolidated unaudited financial statements.
 
 
-3-

 
 
El Maniel International, Inc. and Subsidiary
 
(A Development Stage Company)
 
Condensed Consolidated Statements of Cash Flows
 
(Unaudited)
 
                   
                   
                   
   
For the Nine Months Ended
   
For the Nine Months Ended
   
For the Period From
July 24, 2007
(Inception) to
 
   
June 30, 2009
   
June 30, 2008
   
June 30, 2009
 
Cash Flows Used In Operating Activities:
                 
Net Loss
  $ (37,332 )   $ (105,337 )   $ (198,747 )
  Adjustments to reconcile net loss to net cash used in operations
                       
    Amortization
    930       46       1,120  
    Common stock issued for services
    -       -       5,000  
    In-kind contribution of services
    3,900       3,900       10,071  
  Changes in operating assets and liabilities:
                       
      (Increase)/Decrease in prepaid expense
    750       (750 )     -  
      (Increase)/Decrease in inventory
    (26,054 )     (2,250 )     (30,252 )
      (Increase)/Decrease in deposit
    10,650       -       -  
      Increase/(Decrease) in accounts payable and accrued expenses
    24,755       (10,344 )     27,250  
Net Cash Used In Operating Activities
    (22,401 )     (114,735 )     (185,558 )
                         
Cash Flows From Investing Activities:
                       
Payment for intangible asset
    (1,408 )     (1,500 )     (3,908 )
Net Cash Used In Investing Activities
    (1,408 )     (1,500 )     (3,908 )
                         
                         
Cash Flows From Financing Activities:
                       
Proceeds from loan payable- related party
    1,001       -       2,604  
Repayment of loan payable - related party
    (523 )             (523 )
In-kind contribution of cash
    -       -       100  
Proceeds from loan payable
    2,073       -       2,073  
Repayment of loan payable
    (1,000 )     -       (1,000 )
Proceeds from issuance of common stock
    -       186,500       186,500  
Net Cash Provided by Financing Activities
    1,551       186,500       189,754  
                         
Net Decrease/(Decrease) in Cash
    (22,258 )     70,265       288  
                         
Cash at Beginning of Year/Period
    22,546       55       -  
                         
Cash at End of Year/Period
  $ 288     $ 70,320     $ 288  
                         
Supplemental disclosure of cash flow information:
                       
                         
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for taxes
  $ -     $ -     $ -  
                         
 
See accompanying notes to condensed consolidated unaudited financial statements.
 
 
-4-

 
 
 
 
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 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 June 30, 2009 and September 30, 2008, respectively, the Company had no cash equivalents.


 
-5-

 
 
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2009
(UNAUDITED)

(E) Website Development Costs

The Company has adopted the provisions of EITF 00-2, "Accounting for Web Site 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 June 30, 2009 and September 30, 2008, the Company paid $3,908 and $2,500, 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 Financial Accounting Standards No. 128, “Earnings Per Share.” As of June 30, 2009 and 2008, respectively, there were no common share equivalents outstanding.

(G) Income Taxes

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “ Accounting for Income Taxes ” (“SFAS 109”).  Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(H) Business Segments

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

(I)  Concentrations

During 2009, the Company purchased 100% of its cigars from one vendor.

For the period ended June 30, 2009, 53% are from Customer A, 43% from Customer B, and 4% from Customer C.

For the period ended June 30, 2008, one customer accounted for 100% of the Company’s sales .
 
 
 
-6-

 
 
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2009
(UNAUDITED)
 
(J) Revenue Recognition

The Company recognized revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”.  In all cases, 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.

(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. Inventory consisted of the following at June 30, 2009 and September 30, 2008:

   
June 30, 2009
   
September 30, 2008
 
Raw Materials
  $ 2,250     $ 2,250  
Work in Process
    -       -  
Finished
    28,002       1,948  
Provision for obsolescence
    -       -  
      Net Inventory
  $ 30,252     $ 4,198  

 
(L) Advertising and Promotional Expense

Advertising and other product-related costs are charged to expense as incurred. For the period ended June 30, 2009 and September 30, 2008, advertising expense was $2,145 and $7,067, respectively.

( M) Reclassification

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


 
 
-7-

 
 
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2009
(UNAUDITED)

 
(N) Recent Accounting Pronouncements
 
In May 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of this statement did not have a material effect on the Company’s financial statements.
 
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.

In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is nonauthoritative. The Codification is not expected to have a significant impact on the Company’s financial statements.

 
 
-8-

 
 
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2009
(UNAUDITED)

 
NOTE 2      PROPERTY AND EQUIPMENT

At June 30, 2009 and September 30, 2008 property and equipment is as follows:

   
June 30, 2009
   
September 30, 2008
 
             
Website costs
  $ 3,908     $ 2,500  
Less accumulated amortization
    (1,120 )     (190 )
                 
    $ 2,788     $ 2,310  

Amortization expense for the period ended June 30, 2009 and 2008 and the period from July 24, 2007 (inception) to June 30, 2009 was $930, $0 and $1,120, respectively.

NOTE 3      LOAN PAYABLE

For the quarter ended June 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 June 30, 2009, the loan balance is $483 (See Note 6).

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 June 30, 2009, the loan balance is $1,073 and is not in default.

During December 2008, a non related party loaned the Company $1,000. The Company entered into a written promissory note concerning this obligation. The loan is noninterest bearing and payable on demand. As of June 30, 2009, the loan balance has been repaid and the loan payable is $0.
 
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 June 30, 2009, the Company still owes $1,080 to the principal shareholder (See Note 6).
 
For the quarter ended September 30, 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 June 30, 2009, the Company still owes $518 to the relative of the principal of the stockholder (See Note 6).

 
 
-9-

 
 
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2009
(UNAUDITED)

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 commons 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 nine months ended June 30, 2009, a shareholder of the Company contributed services having a fair value of $3,900 (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).

(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.
 
 
-10-

 
 
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2009
(UNAUDITED)

 
NOTE 5      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 6       RELATED PARTY TRANSACTIONS

For the nine months ended June 30, 2009, a shareholder of the Company contributed services having a fair value of $3,900 (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 quarter ended June 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 June 30, 2009, the loan balance is $483 (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 September 30, 2008, the Company still owes $1,080 to the principal shareholder (See Note 3).
 
For the quarter ended September 30, 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, 2008, the Company still owes $518 to the relative of the principal of the stockholder (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).
 
 
 
-11-

 
 
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2009
(UNAUDITED)

During the period ended December 31, 2008, the Company had a related party sale of $2,500.

NOTE 7      GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with minimal operations, used cash in operations of $185,558 from inception and has a net loss since inception of $198,747 for the period from July 24, 2007 (inception) to June 30, 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.

NOTE 8      SUBSEQUENT EVENTS

On August 5, 2009, the Company's Board of Directors declared a fourteen-for-one stock split to be effected in the form of a stock dividend.  The stock split was distributed on August 6, 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.

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.

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through August 17, 2009, the date the financial statements were issued.
 
 
-12-

 
 
 
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 box and ordered 1,000 boxes for inventory. Additionally we have ordered 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 think will be an important 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. Now that the cigar box is completed and the web site is operational we will begin to selectively introduce the product to various consumer groups. Our initial efforts will be to firms in the financial services industry. We will also work on wedding planners which we see as another source of early introduction. We have hired a marketing consultant who is planning a roll out of the product now that we have inventory and the web site is operational in an effort to have the product available for the holiday market.
 
Our intent is to find 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. To launch the PLC™ Cigars product line we will begin by making a news announcement and targeting media coverage in a select list of cigar industry media. At launch, a small number of commissioned sales representatives will begin “seeding” select markets with sample boxes of our product along with marketing materials promoting the brand and driving prospective buyers to the web site or a toll-free telephone number for placing orders.

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, such as the industry’s annual trade show and convention in July; and place advertising on three targeted cigar industry online media.
 
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 companies 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.
 
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 completing our product development programs, implementing the corporate infrastructure to support operations at the levels called for by our business plan, conclude 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.
 
Resu lts of Operation
 
For the quarter ended June 30, 2009, we had $2,355 in revenue and $1,215 of cost of goods sold for a gross profit of $1,140. Expenses for the period totaled $7,775 resulting in a loss of $6,635. Expenses of $7,775 for the period consisted of $3,963 for general and administrative expenses, $0 for advertising expenses and $3,812 for professional fees.
 
 
 
-13-

 
 
 
For the nine months ended June 30, 2009, we had $5,855 in revenue and $3,794 of cost of goods sold for a gross profit of $2,061. Expenses for the period totaled $39,393 resulting in a loss of $37,332. Expenses of $39,393 for the period consisted of $9,552 for general and administrative expenses, $2,145 for advertising expenses and $27,696 for professional fees.
 
For the quarter ended June 30, 2008, we had $205 in revenue and $0 of cost of goods sold for a gross profit of $205. Expenses for the period totaled $36,520 resulting in a loss of $36,315. Expenses of $36,520 for the period consisted of $3,255 for general and administrative expenses, $281 for advertising expenses and $32,984 for professional fees.

For the nine months ended June 30, 2008, we had $14,205 in revenue and $12,995 of cost of goods sold for a gross profit of $1,210. Expenses for the period totaled $106,547 resulting in a loss of $105,337. Expenses of $106,547 for the period consisted of $11,202 for general and administrative expenses, $6,381 for advertising expenses and $88,964 for professional fees.
 
For the period from inception through June 30, 2009, we had $20,060 in revenue. $16,789 of cost of goods sold for a gross profit of $3,271.  Expenses for the period totaled $202,018 resulting in a loss of $198,747. Expenses of $202,018 for the period consisted of $34,468 for general and administrative expenses, $9,212 for advertising and $158,338 for professional fees.
 
Capital Resources and Liquidity
 
As of June 30, 2009 we had total current assets of $30,540 which consisted of $288 in cash and $30,252 in inventory which are cigar boxes that we have in inventory as of June 30, 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 $150,000. 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 Acco unting Pronouncements

In May 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of this statement did not have a material effect on the Company’s financial statements.
 

 
-14-

 
 
 
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.
 
In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is nonauthoritative. The Codification is not expected to have a significant impact on the Company’s 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.
 
 
 
-15-

 
 
 
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.
 
 
 
 
-16-

 
 
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.
 
 
EL MANIEL INTERNATIONAL, INC.
   
Date: November 12, 2010
By:  
/ s/ Khoo Hsiang Hua
   
Khoo Hsiang Hua
   
 
Director and Chief Executive Officer
 
 


 
-17-
 


El Maniel (CE) (USOTC:EMLL)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more El Maniel (CE) Charts.
El Maniel (CE) (USOTC:EMLL)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more El Maniel (CE) Charts.