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 June 30, 2010

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

  For the transition period from ______to______.
 
Commission File Number: 333-148988
____________________________

EL MANIEL INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)
________________________
 
NEVADA
   
 56-2672870
(State or other jurisdiction of
incorporation or organization)
   
(IRS Employee Identification No.)
       
13520 Oriental St.
Rockville, MD
   
20853
(Address of principal executive offices)
   
(Zip Code)

(202) 536-5191
 (Registrant’s telephone number, including area code)
____________________________
 
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
 
As of September 16, 2010, the registrant had 2,892,110,000 shares of its Common Stock, $0.001 par value, outstanding.  
 
 

 
 
 

 
 
EL MANIEL INTERNATIONAL, INC.
FORM 10-Q
June 30, 2010
INDEX
 
 
PART I--FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
 
 
Consolidated Balance Sheets as of June 30, 2010 (unaudited) and September 30, 2009
3
 
Consolidated Statements of Operations For the Three and Nine Months Ended June 30, 2010 and 2009, and for the Period from July 24, 2007 (Inception) to June 30, 3010 (Unaudited)
4
 
Consolidated Statement of Changes in Stockholders’ Deficiency For the Period from July 24, 2007 (Inception) to June 30, 2010 (Unaudited)
5
 
Consolidated Statements of Cash Flows For the Nine Months Ended June 30, 2010 and 2009, and For the Period from July 24, 2007 (Inception) to June 30, 2010 (Unaudited)
6
 
Notes to Consolidated Financial Statements (Unaudited)
8
Item 2.
Management’s Discussion and Analysis of Financial Condition & Results of Operations
 15
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
17
Item 4.
Controls and Procedures
17
     
PART II--OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
19
Item 1A.
Risk Factors
19
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
19
Item 3.
Defaults Upon Senior Securities
19
Item 4.
Removed & Reserved
19
Item 5.
Other Information
19
Item 6.
Exhibits
19
     
SIGNATURE
  20
 
 

 
2
 

 
PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements
 
El Maniel International, Inc. and Subsidiaries
 
(A Development Stage Company)
 
Consolidated Balance Sheets
 
             
   
June 30,
   
September 30,
 
   
2010
   
2009
 
   
(unaudited)
       
             
ASSETS
           
             
Current Assets
           
Cash
  $ 100     $ 919  
Total Current Assets
    100       919  
                 
Property and equipment, net
    -       2,460  
                 
Other Assets
               
Foreign stamp collection held for sale
    21,429       -  
Deposit relating to acquisition of property and equipment of idle oil terminal facility
    15,225       -  
Total Other Assets
    36,654       -  
                 
Total Assets
  $ 36,754     $ 3,379  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
               
                 
Current Liabilities
               
Accounts payable
  $ 18,353     $ 1,419  
Sales tax payable
    -       540  
Note payable
    -       49,349  
Loans payable to related parties
    53,500       1,081  
Total Current Liabilities
    71,853       52,389  
                 
Other liabilities
    -       -  
Total Liabilities
    71,853       52,389  
                 
Stockholders' Equity (Deficiency)
               
Common stock, $.001 par value, 5,000,000,000 shares authorized, 92,110,000 and 96,110,000 issued and outstanding, respectfully
    92,110       96,110  
Additional paid-in capital
    159,120       106,861  
Deficit accumulated during the development stage
    (292,758 )     (251,981 )
Total
    (41,528 )     (49,010 )
Non-controlling interest in EMLL Dynamic Ltd.
    6,429       -  
Total Stockholders' Equity (Deficiency)
    (35,099 )     (49,010 )
                 
Total Liabilities and Stockholders' Equity (Deficiency)
  $ 36,754     $ 3,379  
                 
See notes to unaudited consolidated financial statements.
 

 
3
 

   
El Maniel International, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Operations
(unaudited)
 
 
                           
For the Period
 
                           
July 24, 2007
 
   
For the Three Months Ended
   
For the Nine Months Ended
   
(Inception) to
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2010
   
2009
   
2010
   
2009
   
2010
 
                               
                               
Revenue
  $ -     $ 2,355     $ -     $ 5,855     $ 20,060  
                                         
Cost of Revenue
    -       (1,215 )     -       (3,794 )     (47,041 )
                                         
Gross Profit
    -       1,140       -       2,061       (26,981 )
                                         
Operating Expenses
                                       
Professional fees
    25,196       3,812       49,741       27,696       226,181  
Advertising expense
    -       -       -       2,145       9,212  
General and administrative
    22,633       3,963       30,903       9,552       70,251  
Total Operating Expenses
    47,829       7,775       80,644       39,393       305,644  
                                         
Loss from Operations
    (47,829 )     (6,635 )     (80,644 )     (37,332 )     (332,625 )
                                         
Other Income (Expense)
                                       
Gain on disposal of subsidiary
    -       -       42,008       -       42,008  
Interest expense
    (285 )     -       (2,141 )     -       (2,141 )
                                         
                                         
INCOME (LOSS)  BEFORE INCOME
                                       
TAXES
    (48,114 )     (6,635 )     (40,777 )     (37,332 )     (292,758 )
                                         
Provision for Income Taxes
    -       -       -       -       -  
                                         
NET INCOME (LOSS)
  $ (48,114 )   $ (6,635 )   $ (40,777 )   $ (37,332 )   $ (292,758 )
                                         
NET INCOME (LOSS) PER
                                       
SHARE - Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
Weighted average number of shares
                                       
oustanding during the period -
                                       
Basic and Diluted
    91,329,780       96,110,000       94,129,853       96,110,000          
                                         
See notes to unaudited consolidated financial statements.
 



 
4
 


El Maniel International, Inc. and Subsidiaries
(A Development Stage Company)
 
Consolidated Statements of Stockholders' Deficiency
 
For the period from July 24, 2007 (Inception) to June 30, 2010
 
(UNAUDITED)
 
                                           
               
Additional
   
Deficit
accumulated
during the
         
Non-controlling interest
in EML
   
Total
 
   
Common Stock
   
paid-in
    development    
Subscription
   
 Dynamic
   
Stockholders'
 
   
Shares
   
Amount
   
capital
   
 stage
   
Receivable
   
Ltd.
   
Deficiency
 
Balance July 24, 2007
    -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                         
Common stock issued for services to founder
    70,000,000       70,000       (65,000 )     -       -       -       5,000  
                                                         
Common stock issued for cash
    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
    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 )
                                                         
Shares returned for El Maniel Cigar Company
    (5,000,000 )     (5,000 )     (20,000 )     -       -       -       (25,000 )
                                                         
Shares issued in connection with acquisition of 70% of EML Dynamic Ltd.
    1,000,000       1,000       4,000       -       -       6,429       11,429  
                                                         
Cash contribution by stockholder
    -       -       53,000       -       -       -       53,000  
                                                         
Forgiveness of debt by related party
    -       -       9,217       -       -       -       9,217  
                                                         
In kind contribution of interest
    -       -       2,142       -       -       -       2,142  
                                                         
In kind contribution of services
    -       -       3,900       -       -       -       3,900  
                                                         
Net loss for nine months ended June 30, 2010
    -       -       -       (40,777 )     -       -       (40,777 )
                                                         
Balance, June 30, 2010
    92,110,000     $ 92,110     $ 159,120     $ (292,758 )   $ -     $ 6,429     $ (35,099 )
                                                         
See notes to unaudited consolidated financial statements.
 

 
5
 

El Maniel International, Inc. and Subsidiaries
 
(A Development Stage Company)
 
Consolidated Statements of Cash Flows
 
(unaudited)
 
                   
               
For the
 
   
For the
   
For the
   
Period From
 
   
Nine Months
   
Nine Months
   
July 24, 2007
 
   
Ended
   
Ended
   
(Inception) to
 
   
June 30,
   
June 30,
   
June 30,
 
   
2010
   
2009
   
2010
 
Cash Flows Used In Operating Activities:
                 
Net Loss
  $ (40,777 )   $ (37,332 )   $ (292,758 )
Adjustments to reconcile net loss to net cash used in operations:
                       
Gain on disposal of subsidiary
    (42,640 )     -       (42,640 )
Amortization
    328       930       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  
Loan payable to related party for expense payments
    28,275       -       28,275  
In-kind contribution of services
    3,900       3,900       15,271  
In-kind contribution of interest
    2,141       -       2,141  
Changes in operating assets and liabilities:
                       
Prepaid expense
    -       750       -  
Inventory
    -       (26,054 )     -  
Deposit
    -       10,650       (30,252 )
Accounts payable and accrued expenses
    16,394       24,755       18,353  
Net Cash Used In Operating Activities
    (30,247 )     (22,401 )     (262,450 )
                         
Cash Flows From Investing Activities:
                       
Cash used in disposal of subsidiary
    (632 )     -       (632 )
Acquisition of intangible asset
    -       (1,408 )     (3,908 )
Net Cash Used In Investing Activities
    (632 )     (1,408 )     (4,540 )
                         
Cash Flows From Financing Activities:
                       
Proceeds from loans payable to related parties
    8,060       3,074       61,013  
Repayments of loans payable to related parties
    (31,000 )     (1,523 )     (33,523 )
Contributions by stockholder
    53,000       -       53,100  
Proceeds from issuance of common stock
    -       -       186,500  
Net Cash Provided By Financing Activities
    30,060       1,551       267,090  
                         
Net Decrease in Cash
    (819 )     (22,258 )     100  
                         
Cash, Beginning of Period
    919       22,546       -  
                         
Cash, End of Period
  $ 100     $ 288     $ 100  
                         
See notes to unaudited consolidated financial statements.
 

 
6
 


El Maniel International, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(unaudited)
                   
               
For the
 
   
For the
   
For the
   
Period From
 
   
Nine Months
   
Nine Months
   
July 24, 2007
 
   
Ended
   
Ended
   
(Inception) to
 
   
June 30,
   
June 30,
   
June 30,
 
   
2010
   
2009
   
2010
 
Supplemental disclosure of cash flow information:
                 
                   
Cash paid for interest
  $ -     $ -     $ -  
                         
Cash paid for taxes
  $ -     $ -     $ -  
                         
Non-cash investing and financing activities:
                       
                         
Loan payable to related party for purchase of 70% of EML Dynamic Ltd.
  $ 10,000     $ -     $ 10,000  
                         
Loan payable to related party for deposit relating to acquisition of property and eqiuipment of oil terminal facility
  $ 15,225     $ -     $ 15,225  
                         
Issuance of 1,000,000 shares of common stock for purchase of 70% of EML Dynamic Ltd.
  $ 5,000     $ -     $ 5,000  
                         
See notes to unaudited consolidated financial statements.
 




 
7
 


El Maniel International, Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2010
(unaudited)


NOTE 1          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization

El Maniel International, Inc. (a development stage company), the “Company”, “we”, “us”, “our”, or “El Maniel”, is a Nevada corporation formed on July 24, 2007.  On September 24, 2007, El Maniel Cigar Company, a Nevada corporation, was formed as a subsidiary of the Company.

On March 10, 2010, pursuant to the terms of a Stock Purchase Agreement, Co-Max International Ltd. purchased a total of 65,000,000 shares of the Company’s common stock from a stockholder of the Company.  As a result of the Share Purchase Agreement, the Company experienced a Change in Control under which 73.34% of the shares of the company were held by Co-Max International, the new majority shareholder.

On March 10, 2010, the Company repurchased and canceled 5,000,000 shares of its common stock from a stockholder for 100% of the shares of El Maniel Cigar Company.

On May 19, 2010, EMLL Dynamic Ltd., a Maryland corporation, was formed as a subsidiary of the Company.  This entity is 70% owned by the Company.

On June 1, 2010, EMLL Energy Ltd., a Maryland corporation, was formed as a subsidiary of the Company.  This entity is 100% owned by the Company.

 (B) Basis of Presentation

The accompanying unaudited 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.  The unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s Form 10-K filed on January 8, 2010 and Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

Activities during the development stage include developing the business plan and raising capital.

(C) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of El Maniel International, Inc. from July 24, 2007 (inception) and its wholly-owned subsidiaries, El Maniel Cigar Company (until sold on March 10, 2010), EMLL Dynamic Ltd., and EMLL Energy Ltd.  All inter-company accounts have been eliminated in consolidation.


 

 
8
 

   
El Maniel International, Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2010
(unaudited)
 
 
(D) 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.
 
(E) 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, 2010 and September 30, 2009, respectively, the Company had no cash equivalents.
 
(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 June 30, 2010 and 2009, 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

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments.  The Company does not have any operating segments as of June 30, 2010.

(I) 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.  
 
 (J) Advertising and Promotional Expense

Advertising and other product-related costs are charged to expense as incurred. For the nine months ended June 30, 2010 and 2009 and for the period from July 24, 2007 (inception) to June 30, 2010, advertising expense was $0, $2,145, and $9,212, respectively.

(K) Reclassification

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

 
9
 

El Maniel International, Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2010
(unaudited)
 
 
(L) Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued ASC 105-10, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162” (“SFAS No. 168”).  Under ASC 105-10, the “FASB Accounting Standards Codification” (“Codification”) becomes the source of authoritative U. S. GAAP to be applied by nongovernmental entities.  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.

ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  On the effective date, the Codification supersedes all then-existing non-SEC accounting and reporting standards.  All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative.  The adoption of ASC 105-10 did not have an impact on the Company’s consolidated financial statements.

In June 2009, the Securities and Exchange Commission’s Office of the Chief Accountant and Division of Corporation Finance announced the release of ASC 805-10 (Staff Accounting Bulletin (SAB) No. 112).  This staff accounting bulletin amends or rescinds portions of the interpretive guidance included in the Staff Accounting Bulletin Series in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and Securities and Exchange Commission rules and regulations.  Specifically, the staff updated the Series in order to bring existing guidance into conformity with recent pronouncements by the Financial Accounting Standards Board, namely, ASC 805-10, Business Combinations, and ASC 810-10 Non-controlling Interests in Consolidated Financial Statements.  The statements in staff accounting bulletins are not rules or interpretations of the Commission, nor are they published as bearing the Commission’s official approval.  They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the Federal securities laws.

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          FOREIGN STAMP COLLECTION HELD FOR SALE

The foreign stamp collection was acquired pursuant to a Joint Venture Agreement dated April 30, 2010 with Funds Hunters LLC (“FH”). Among other things, the Joint Venture Agreement provided that FH assign its foreign stamp collection (all stamps were issued by states of Aden) to a new corporation (EMLL Dynamic Ltd. was formed May 19, 2010 for this purpose) in exchange for the Company’s cash payment to FH of $10,000 (paid by June 30, 2010), the Company’s issuance of 1,000,000 restricted shares of common stock to FH in pari passu (issued June 10, 2010), and 30% ownership of the new corporation ( EMLL Dynamics Ltd. ) by FH.  At June 30, 2010, the carrying value of the foreign stamp collection held for sale was calculated as follows:

Cash payment to FH
  $ 10,000  
         
Fair value of 1,000,000 restricted shares of
       
Company common stock issued to FH
    5,000  
         
Total consideration for 70% of foreign stamp
       
collection held for sale
    15,000  
         
Fair value attributable to 100% of foreign
       
stamp collection held for sale
  $ 21,429  
          

 
10
 


El Maniel International, Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2010
(unaudited)

The fair value of the 1,000,000 restricted shares of Company common stock was estimated using the $0.005 price per common share relating to Co-Max International’s purchase of 65,000,000 shares of Company common stock from a stockholder for $325,000 on March 10, 2010. From March 10, 2010 to August 9, 2010, a total of 36,000 shares  of Company common stock was traded at prices ranging from $0.18 per share to $0.28 per share. On August 10, 2010, 69,567,504 shares of Company common stock were traded at prices ranging from $0.13 per share to $0.0019 per share.

NOTE 3          DEPOSIT RELATING TO ACQUISITION OF PROPERTY AND EQUIPMENT OF IDLE OIL TERMINAL FACILITY

On July 1, 2010, EMLL Energy Ltd. closed on the acquisition of property and equipment of an idle oil terminal facility located in Luzerne County, Pennsylvania pursuant to a Sales Agreement dated May 26, 2010 with JFK Petroleum Inc. (“JFK”). Among other things, the Sales Agreement provided that JFK assign its deed to the property (EMLL Energy Ltd. was formed June 1, 2010 to receive the deed) in exchange for the Company’s cash payments to the owner of JFK totaling $50,000 ($15,225 paid through June 30, 2010, $34,775 paid thereafter) and the Company’s issuance of 1,000,000 restricted shares of common stock to the owner of JFK (not issued to date) with a committed buyback of $1.00 per share (or $1,000,000 total), at the owner of JFK’s option, one year after issue date.

The property was acquired by JFK in 2004 and has not been operated as an oil terminal facility. The Company does not intend to use the property as an oil terminal facility until such time as the Company obtains sufficient financing to do so.

NOTE 4       LOANS PAYABLE

On June 30, 2010, the Company entered into a loan payable with a related party for costs and expenses paid by the related party during the quarter in the amount of $53,500.  The loan is noninterest bearing and payable on demand.

On December 12, 2009, a related party loaned the Company $448.  The loan was noninterest bearing and payable on demand. Subsequently, a loan payment of $11 was made and an additional loan of $6,177 was made. The loan balance of $6,613 was forgiven as of March 31, 2010.

During 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 was noninterest bearing and payable on demand.  As of September 30, 2009, the loan balance was repaid.

For the year ended September 30, 2009, a non related party loaned the Company $276.  The loan was noninterest bearing and payable on demand.  The loan was repaid on October 12, 2009.

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 was noninterest bearing and payable on demand. As of March 31, 2010, the loan was repaid.
 
During February 2009, a related party loaned the Company $1,073. The Company entered into a written promissory note concerning this obligation. The loan was noninterest bearing and payable on demand. As of March 31, 2010, the loan balance of $1,073 was forgiven.

During December 2008, the Company received $518 from a relative of the then principal stockholder. Pursuant to the terms of the loan, the loan was noninterest bearing and due on demand. As of September 30, 2009, the loan balance had been repaid.

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 was non interest bearing and due on demand. As of March 31, 2010, the loan balance of $1,531 was forgiven.  


 
11
 

El Maniel International, Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2010
(unaudited)


NOTE 5          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 (see Note 5(F)), the 1,765,000 shares 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 shares were increased to 1,400,000 shares ($0.007/share).
 
(B) In-Kind Contribution of Services
 
For the nine months ended June 30, 2010, the Company recorded contributed interest expense having a fair value of $2,141.
 
For the nine months ended June 30, 2010, shareholders of the Company contributed services having a fair value of $3,900 (See Note 7).
 
For the year ended September 30, 2009, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 7).
 
For the year ended September 30, 2008, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 7).
 
For the period from July 24, 2007 (inception) through September 30, 2007, a shareholder of the Company contributed services having a fair value of $971 (See Note 7).

(C) In-Kind Contribution of Cash

As of September 30, 2007, a shareholder of the Company contributed cash of $100 to cover the costs of setting up a subsidiary.

For the three months ended March 31, 2010, the Company’s then officer and director contributed cash of $53,000 to cover vendor payables (See Note 7).

(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 7).  As a result of the forward split, the 5,000,000 shares were increased to 70,000,000 shares ($0.00007/share).

(E) Acquisition Agreements

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 (70,000,000 shares post-split) 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).


 
12
 


El Maniel International, Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2010
(unaudited)

 
 (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.
 
NOTE 6          COMMITMENTS

On October 15, 2007, the Company entered into a consulting agreement to receive administrative and other miscellaneous services.  The Company was required to pay $5,000 a month.  This agreement was terminated effective November 1, 2008.

On May 26, 2010, the Company entered into a sales and purchase agreement to acquire certain land, buildings, tanks, and equipment of an Oil Terminal facility in eastern Pennsylvania from JFK Petroleum, Inc (see Note 3).  Under the terms of the agreement, the Company was to issue 1,000,000 shares of its restricted common stock in exchange for the assets.  Additionally, the agreement provides for the Company’s commitment to buy back the 1,000,000 shares for $1.00 per share, at the seller’s option, one year after issue.

  NOTE 7         RELATED PARTY TRANSACTIONS
 
On June 30, 2010, the Company entered into a loan payable with Co-Max International, a shareholder, for costs and expenses paid by the related party during the quarter in the amount of $53,500.  The loan is noninterest bearing and payable on demand.

For the nine months ended June 30, 2010, the Company recorded related party contributed interest expense having a fair value of $2,141 (See Note 5).
 
In the three months ended March 31, 2010, the Company’s former officer and director contributed cash of $53,000 to cover vendor payables (See Note 5).

For the nine months ended June 30, 2010, shareholders of the Company contributed services having a fair value of $3,900 (See Note 5(B)).

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

For the year ended September 30, 2008, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 5(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 was noninterest bearing and payable on demand.  As of September 30, 2009, the loan balance was repaid (See Note 4).

During February 2009, a related party loaned the Company $1,073. The Company entered into a written promissory note concerning this obligation. The loan was noninterest bearing and payable on demand. As of March 31, 2010, the loan balance of $1,073 was forgiven (See Note 4).

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 was non interest bearing and due on demand. As of March 31, 2010, the loan balance of $1,531 was forgiven (See Note 4).
 
During December 2008, the Company received $518 from a relative of the then principal stockholder. Pursuant to the terms of the loan, the loan was noninterest bearing and due on demand. As of September 30, 2009, the loan balance had been repaid (See Note 4).

 
13
 

El Maniel International, Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2010
(unaudited)


For the period from July 24, 2007 (inception) through September 30, 2007 a shareholder of the Company contributed services having a fair value of $971 (See Note 5(B)).

As of September 30, 2007, a shareholder of the Company contributed cash of $100 to cover the costs of setting up a subsidiary (See Note 5(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 5(D)). As a result of the forward split, the 5,000,000 shares were increased to 70,000,000 shares ($0.0007/share).
 
NOTE 8         GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  As reflected in the accompanying consolidated financial statements, the Company is in the development stage with minimal operations.  The Company has sustained a net loss of $292,758 since inception and used cash in operations of $262,450 from inception.  These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company’s continuation as a going concern is dependent upon its ability to generate revenues, its ability to continue to raise investment capital, and implement its business plan.  No assurance can be given that the Company will be successful in these efforts.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be 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 9         SUBSEQUENT EVENTS

On July 1, 2010, the Company closed on the acquisition of property and equipment of an idle oil terminal facility. See Note 3.

Effective July 26, 2010, the Company’s Articles of Incorporation was amended to increase its authorized common stock to 5,000,000,000 shares.

On August 3, 2010, the Company executed a Wrap-Around Agreement with its chief executive officer and Epic Worldwide, Inc. (“EWI”). Pursuant to the agreement, the Company issued EWI a promissory note in the amount of $1,200,000 in exchange for EWI’s assumption of certain amounts due the Company’s chief executive officer. The promissory note bears interest at 15% commencing October 3, 2010, is due August 3, 2011, and is convertible at the option of EWI in whole or in part into shares of Company common stock at a price per share equal to a “50% discount of the average three deep bid on the day of conversion”. On August 3, 2010, August 13, 2010, August 19, 2010, and September 7, 2010, the Company issued 200,000,000 shares each day (800,000,000 shares total) of its common stock to EWI pursuant to EWI conversion notices reducing the promissory note balance by $40,000, $40,000, $60,000, and $50,000, respectively ($190,000 total).

On August 6, 2010 the Company issued 2,000,000,000 shares of its restricted common stock to its chief executive officer.
 
At September 16, 2010, the Company has 2,892,110,000 shares of common stock issued and outstanding.

 
14
 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
SPECIAL NOTE CONCERNING
FORWARD-LOOKING STATEMENTS
 
We believe that it is important to communicate our future expectations to our security holders and to the public.  This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” ”will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions.  Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement.  Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.
 
Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended September 30, 2009 and in our subsequent filings with the Securities and Exchange Commission.
 

Plan of Operation
 
The Company is a Nevada corporation and was formed on July 24, 2007.  On September 24, 2007, El Maniel Cigar Company, a Nevada corporation, was formed as a subsidiary of the Company.  The Company’s plan was to manufacture and distribute cigars under the PLC brand name.

On March 10, 2010, pursuant to the terms of a Stock Purchase Agreement, Co-Max International purchased a total of 65,000,000 shares of the Company’s common stock from a stockholder of the Company.  As a result of the Share Purchase Agreement, the Company experienced a Change in Control under which 73.34% of the shares of the company were held by Co-Max International, the new majority shareholder.

In accordance with the change in control, Barbara Tejeda resigned as the Company's President, CEO, any other officer positions held by her, and Chairman of the Board of Directors on March 10, 2010 and Rafael Tejeda resigned as Secretary of the Company.  On the same date, Khoo Hsiang Hua and Lee Tuck Hing were appointed as Directors of the Company and David E. Price as Secretary.  Also on March 10, 2010, the Company repurchased and canceled 5,000,000 shares of its common stock from Barbara Tejeda for 100% of the shares of El Maniel Cigar Company.

Management is assessing a corporate strategy of diversification into different industries that could benefit the overall financial position and profitability of the Company and increase shareholder value.  This strategy of the Company includes strategic acquisitions in the energy, banking, mining, and retail industries.

Because we are still developing our current strategic plan, 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 June 30, 2010, we have $100 of 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, directors 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.
 
While we are still developing our overall strategic plan, we began implementing specific strategies in the quarter ended June 30, 2010.  On May 19, 2010, the Company formed EMLL Dynamic Ltd., a Maryland corporation.  The Company owns 70% of EMLL Dynamic Ltd.  On June 1, 2010, the Company formed EMLL Energy Ltd., a Maryland corporation.  The Company owns 100% of EMLL Energy Ltd.

 
15
 


On April 30, 2010, the Company entered into an agreement to acquire a stamp collection to be held for resale (using its 70% owned subsidiary, EMLL Dynamic Ltd.) from Funds Hunters LLC, a New York LLC.  Under the agreement, the Company issued 1,000,000 shares of its restricted common stock in exchange for the stamp assets.  Funds Hunters LLC is the minority shareholder of EMLL Dynamic Ltd.

On May 26, 2010, the Company entered into a sales and purchase agreement to acquire certain land, buildings, tanks, and equipment of an Oil Terminal facility in eastern Pennsylvania from JFK Petroleum, Inc.  Under the terms of the agreement, the Company paid $50,000 in cash and will issue 1,000,000 shares of its restricted common stock in exchange for the assets.  Additionally, the Company has committed to buy back the 1,000,000 shares for $1.00 per share, at the seller’s option, one year after issue date.
 
  Limited Operating History
 
Efforts of our management and directors to establish or acquire 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 Operations
 
For the nine months ending June 30, 2010, we had $0 in revenue and $0 of cost of goods sold for a gross profit of $0. Operating expenses for the period totaled $80,644, resulting in a loss of $40,777. Expenses of $80,644 for the period consisted of $30,903 for general and administrative expenses and $49,741 for professional fees.
 
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. Operating 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 and $27,696 for professional fees.

The increase in professional fees of $22,045 in 2010 compared to 2009 is primarily due to asset acquisitions during the quarter.  The increase in general and administrative expenses of $21,351 in 2010 compared to 2009 is primarily due to the increased activity of the Company in pursuing acquisitions.
 
For the period from inception through June 30, 2010, we had $20,060 in revenue and $47,041 of cost of goods sold for a gross loss of $26,981. Operating expenses for the period totaled $305,644 resulting in a loss from operations of $332,625. Expenses of $305,644 for the period consisted of $70,251 for general and administrative expenses, $9,212 for advertising and $226,181 for professional fees.
 
Capital Resources and Liquidity
 
As of June 30, 2010 we had a cash balance of $100.  We have historically met our cash needs through proceeds from private placements of our securities and loans. Our cash requirements are generally for general and administrative activities and professional fees. We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities through the next 6 months.  We have a loan due a related party of $53,500.

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 $90,000, 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.
 

 
16
 


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.
 
Off Balance Sheet Transactions
 
We have no off-balance sheet arrangements.

Additional Information


We file reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied at the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that the Company files with the Commission through the Commission's Internet site at www.sec.gov.

 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
The Company is not exposed to market risk related to interest rates or foreign currencies.
 
Item 4.  Controls and Procedures

Disclosure Controls and Procedures

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 (“CEO”) and Chief Financial Officer (“CFO”), 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 CEO and CFO, 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.


 
17
 


With the participation of the CEO and CFO, our management evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 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 we had the following material weaknesses in our internal control over financial reporting:

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.  
Lack of segregation of duties over financial transaction processing and reporting;
3.  
Ineffective controls and insufficient written policies and procedures over period end financial disclosure and reporting processes.
 
 

Changes in Internal Control Over Financial Reporting

In an effort to remediate the identified material weaknesses discussed above and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures:

For the material weakness concerning our Audit Committee, 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 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.

For the material weakness concerning deficiencies in segregation of duties, 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.  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.

For the material weakness concerning deficiencies in the financial reporting process, we are working to develop and implement sufficient written policies and procedures to better insure timely decisions can be made regarding required disclosures.

Notwithstanding our assessment that our internal controls over financial reporting were not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in this report on Form 10-Q for the fiscal quarter ended June 30, 2010 accurately present our financial condition, results of operations and cash flows in all material respects.

Other than the items identified above, no change in El Maniel’s control over financial reporting has occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, El Maniel’s internal control over financial reporting.
 
Based on current regulations, Section 404(a) of the Sarbanes-Oxley Act required our management to provide an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2009. We have performed the necessary system and process documentation in preparation for the evaluation and testing required for management to make this assessment. On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act. Included in the Act is a provision that permanently exempts smaller public companies that qualify as either a Non-Accelerated Filer or Smaller Reporting Company from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002. For our fiscal year ending September 30, 2010, we currently expect to be exempt from such requirement.

 
 

 
18
 

 
 
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.

Not Required.
 
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.
 
On April 30, 2010, the Company entered into an agreement to acquire a stamp collection to be held for resale (using its 70% owned subsidiary, EMLL Dynamic Ltd.) from Funds Hunters LLC, a New York LLC.  Under the agreement, the Company will issue 1,000,000 shares of its restricted common stock in exchange for the stamp assets.  Funds Hunters LLC is the minority shareholder of EMLL Dynamic Ltd.

On May 26, 2010, the Company entered into a sales and purchase agreement to acquire certain land, buildings, tanks, and equipment of an Oil Terminal facility in eastern Pennsylvania from JFK Petroleum, Inc.  Under the terms of the agreement, the Company paid $50,000 in cash and will issue 1,000,000 shares of its restricted common stock in exchange for the assets.  Additionally, the Company has committed to buy back the 1,000,000 shares for $1.00 per share, at the seller’s option, one year after issue date.

Effective July 26, 2010, the Company’s Articles of Incorporation was amended to increase its authorized common stock to 5,000,000,000 shares at par value $.001.

On August 6, 2010, the Company issued 2,000,000,000 shares of its restricted common stock to its CEO and Director.
 
Item 6.      Exhibits
                 
Exhibit 3.1
Certificate of Amendment to Articles of Incorporation
   
Exhibit 10.1
Joint Venture Agreement by and between El Maniel International, Inc. and Funds Hunters LLC.
   
Exhibit 10.2
Sales Agreement by and between El Maniel International, Inc. and JFK Petroleum Inc.
   
Exhibit 31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
   
Exhibit 32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
 

 
19
 

 
 
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.
   
September 16, 2010
By:  
/s/ KHOO HSIANG HUA
     
   
Director, CEO
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
20
 
Exhibit 3.1
 
 
 
  Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
 
1. Name of corporation:
 
EL MANIEL INTERNATIONAL INC
 
2. The articles have been amended as follows: (provide article numbers, if available)
 
ARTICLE #3 IS HEREBY AMENDED TO INCREASE AUTHORIZED CAPITAL TO 5,000,000,000 (FIVE BILLION) SHARES COMMON, PAR UNCHANGED (.001).
 
 
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:    73%
 
 
4.  Effective date of filing:  (optional) 07/23/10
  (must not be later than 90 days after the certificate is filed) 
 
 
5.  Signature (required)
 
* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
 
 
 
Exhibit 10.1
 

JOINT VENTURE AGREEMENT
 
This Contract is made and entered into on 30 April, 2010 , by and between EL MANIEL   INTERNATIONAL INC (“EMLL”) and FUNDS HUNTERS LLC (“FH”) , respectively.
 
WHEREAS FUNDS HUNTERS LLC of 580 FIFTH AVENUE, SUITE 211A, NEW YORK, NEW   YORK 10036, USA is the owner of valuable Stamp Collection, currently valued at approximately US$4.5   million and housed in the aforesaid address in New York, USA.
 
WHEREAS EL MANIEL INTERNATIONAL INC of 13520 ORIENTAL ST, ROCKVILLE, MD   20853, USA is desirous of acquiring the aforesaid Stamp Collection;
 
WHEREAS FUNDS HUNTERS LLC is desirous of placing his asset into a US Bulletin Board Company;
 
NOW THEREFORE the Parties hereby agree to enter into a JOINT VENTURE as set out per the terms   infra :
 
EMLL shall tender the sum of $10,000.00 to FUNDS HUNTERS LLC for the purpose of preliminary   expenses. All such expenses shall be reviewed and approved by EMLL. Of the $10,000.00, $5,000.00   shall be deposited into FUNDS HUNTERS LLC’s account directly, and $5,000.00 are to be deposited   into NEWCO account.
 
FUNDS HUNTERS LLC shall engage a qualified valuer to give a complete appraisal and/or valuation of   all the current inventories estimated at US$4.5 million whereof any applicable fees thereto will derive   from the US$10,000.00 preliminary expenses fund. Additionally, representative(s) of EMLL shall visit   the situs of the stamp assets to visually sight, inspect and verify the Stamp Collection and the property.   The list of Stamp Collection inventories and the appraisal report shall form part of this Joint Venture   Agreement and annexed herewith as APPENDIX 1 and APPENDIX 2 respectively.
 
FUNDS HUNTERS LLC shall place all its interests and title of the Stamp Collection into the name of   NEWCO.
 
EMLL shall tender to Funds Hunters LLC, a New York entity 1,000,000 common restricted shares of   EMLL in pari passu.
 
NAME: All elements of this Joint Ventureship are to be conducted under the name of NEWCO. NEWCO   shall be a divided interest, with EMLL controlling 70%, and FUNDS HUNTERS LLC controlling 30%.   All Profits and Losses are to follow the same division. NEWCO is to be a 100% wholly owned subsidiary   of EMLL, and shall be listed and reported as such on their public filings from this date forward.
 
CAPITAL AND INTERESTS: EMLL shall set up a new entity, NEWCO , which shall be the vehicle of this   Joint Venture relationship. All profits and bookables of the Stamp Collection up to the signing of this   contract shall now come solely and exclusively to the name of NEWCO.
 
1.
VOTING – The Board of Directors of Newco shall consist of 2 members appointed by EMLL and 1   member appointed by FUNDS HUNTERS LLC.
 
2.
BANK ACCOUNTS – The bank accounts will be opened for the NEWCO with joint signatories from   FUND HUNTERS LLC and EMLL respectively. All receivables from the sales proceeds of the   Stamp Collection inventories must be deposited into this account.

 
1
 


3.
DUTIES & CONTROL: The joint venturers shall provide their services and best efforts on behalf of   the joint venturership. All further licenses or contracts related to the Stamp Collection shall be issued   in the name of NEWCO . FUND HUNTERS LLC shall be engaged as a consultant to manage the day   to day operations of NEWCO.
 
4.
ACCOUNTING: The investment and all transactions completed in the operation of the business are to   be recorded in books of account in accordance with accepted accounting procedures. These books are   to be open for the inspection of each Joint Venturer at all times. At the end of each year, the joint   venturership shall make a complete account of its assets and liabilities. If, after allowances are made   for debts, current liabilities and working capital needs, there are profits remaining, those profits shall   be considered "net profits" for the purpose of distribution, and shall be distributed evenly to both Joint   Venturers. In the event debts, current liabilities, and working capital needs exceed available assets,   the joint venturers will make capital contributions sufficient to eliminate the deficiency.
 
5.
DURATION: The said joint venturership is to continue for a perpetual period until terminated by   mutual agreement in writing.
 
6.
TERMINATION: At the conclusion of this contract, unless it is mutually agreed to continue the   operation of the business under a new contract, the assets of the joint venturership, after all liabilities   are paid, are to be divided in the same proportion that profits are shared.
 
7.
RIGHTS AND DUTIES OF THE JOINT VENTURERS: Any Joint Venturer shall have complete   authority and discretion in the management and control of the business of the Joint Venture for the   purposes herein stated and shall make all decisions affecting the business of the Joint Venture. At   such, any action taken shall constitute the act of, and serve to bind, the Joint Venture. He shall   manage and control the affairs of the Joint Venture to the best of its ability and shall use its best   efforts to carry out the business of the Joint Venture.
 
8.
AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT VENTURERS:   Validity of Transactions. Affiliates of the parties to this Agreement may be engaged to perform   services for the Joint Venture. The validity of any transaction, agreement or payment involving the   Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted by the terms of   this Agreement shall not be affected by reason of the relationship between them and such Affiliates or   the approval of said transactions, agreement or payment.
 
9.
OTHER BUSINESS OF THE PARTIES TO THIS AGREEMENT : The parties to this Agreement and   their respective Affiliates may have interests in businesses other than the Joint Venture business. The   Joint Venture shall not have the right to the income or proceeds derived from such other business   interests and, even if they are competitive with the Partnership business, such business interests shall   not be deemed wrongful or improper.
 
10.
LIMITATIONS ON JOINT VENTURERS’ POWERS: No partner shall, without the consent of the   other joint venturers:
 
 
a.
Borrow money in the firm name for firm purposes, utilize collateral owned by the joint   venturership as security for such loans, nor enter into any contract in amounts greater than One   Thousand Pounds on behalf of the joint venturership;
 
 
b.
Assign, transfer, pledge, compromise or release any of the claims of or debts due the jointventurership except upon payment in full, or arbitrate or consent to the arbitration of any of the   disputes or controversies of the joint venturership;
 
 
 
2
 
 
 
 
c.
Make, execute or deliver any assignment for the benefit of creditors or any bond, confession of judgment, chattel mortgage, deed, guarantee, indemnity bond, surety bond, or contract to sell or contract of sale of all or substantially all the property of the joint ventureship;
 
 
d.
Lease or mortgage any joint ventureship real estate or any interest therein or enter into any contract for any such purpose;
 
 
e.
Pledge or hypothecate or in any manner transfer his interest in the joint ventureship, except to the other party of this agreement;
 
 
f.
Become a surety, guarantor, or accommodation party to any obligation.
 
11.
WITHDRAWAL: Any partner may withdraw from the joint ventureship upon 60 days prior notice to the other partner. However, the Joint ventureship has first right of refusal, meaning that the withdrawing partner may only sell his shares back to the joint ventureship, and not any 3 rd party, unless express written authorization by the remaining joint venturers is given.
 
12.
NON-COMPETE AGREEMENT:   A partner who retires or withdraws from the joint ventureship shall not directly or indirectly engage in any activity which directly competes with any endeavor with the recognized goals of this joint ventureship.
 
13.
INDEMNIFICATION OF THE JOINT VENTURERS:   The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the Joint Venture and such course of conduct did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it connection with the Joint Venture.
 
14.
ARBITRATION:   Any controversy or claim arising out of or relating to this contract or breach thereof, all joint venturers agree that the dispute shall be settled by either mediation or arbitration by a mutually selected attorney whose offices are within 100 km of Philadelphia. Judgment upon the award rendered may be entered in any court having jurisdiction thereof.
 
15.
GOVERNING LAW:   The Joint Venturers agree that in any dispute, claim or Controversy concerning this Agreement, the laws of the state of Maryland shall apply.
 
16.
On the date of exchange, EMLL shall deposit the sum of US$5,000.00 for the expenses noted supra to the account given by Funds Hunters LLC and the balance of US$5,000.00 shall be deposited into NEWCO thereafter.
 
In Witness Whereof, the joint venturers have executed this agreement on the date above written.
 
 
/s/ Khoo Hsiang Hun /s/ Laryssa Shainberg
Khoo Hsiang Hun, Dir, on behalf of
El Maniel International Inc.
Laryssa Shainberg, on behalf of
JFK Petroleum, Inc.
 
 
 
3
 
 

 
 
4
 
 
 
 
Exhibit 10.2
 

SALES AGREEMENT
 
This Contract is made and entered into May 26 th 2010, by and between EL MANIEL INTERNATIONAL INC, ("EMLL") and JFK PETROLEUM INC ("JFK"), respectively.
 
WHEREAS JFK PETROLEUM INC of 1453, SALEM BLVD, BERWICK, PA 18630, USA is the owner of property and oil tanks at Route 11 and Cemetery Road, near Berwick, Pennsylvania USA;
 
WHEREAS EMLL of 13520 ORIENTAL ST, ROCKVILLE, MD 20853, USA is desirous of acquiring said land and tanks.
 
WHEREAS JFK is desirous of selling these assets to EMLL.
 
NOW THEREFORE the Parties hereby agree to enter into a Sales agreement as set out per the terms infra:
 
EMLL shall tender the sum of $10,000.00 to Laryssa Shainberg as a good faith deposit for the purchase of this asset. This deposit is non refundable and will be paid immediately upon signing of this agreement by Laryssa Shainberg to the bank account of Laryssa Shainberg by bank wire. EMLL has initiated a title search. Upon the results of a clean title, EMLL shall remit directly to Laryssa Shainberg the sum of $40,000.00 and Laryssa Shainberg will at the same time remit the title and deed to EMLL in exchange. The deed will be delivered and the purchase price paid as discussed above unless extended in writing by the parties. This sale is an AS IS sale.
 
EMLL shall tender to Laryssa Shainberg 1,000,000 common restricted shares of EMLL, with a committed buyback of $1.00 per share, at Shainberg's option, one year after issue date.
 
EMLL shall remit by wire $2,500 to Shainberg at the same time the $10,000 is remitted for the sold purposes of paying an outstanding tax bill to the County of Luzerne, PA. Shainberg agrees to remit this $2500 to the tax authorities in Luzerne County, PA as soon as she receives it.
 
EMLL has done the necessary due diligence already and will hold Laryssa Shainberg and JFK Petroleum, Inc. harmless for any liability or debt or penalty should anything arise in the future. Both parties understand that various activities would be necessary to do for this property and facility to operate as an energy facility in the State of Pennsylvania. EMLL has independently acquired help in this regard and release Shainberg and JFK from any further obligation or responsibilities in this regard. Shainberg has remitted to EMLL all documents from the various local, county and state authorities as to this site.
 
Either party may withdraw from this contract if either side defaults on their obligations. EMLL will hold Shainberg harmless in all regards as to this clause. EMLL shall indemnify Shainberg.
 
1

 
 
 

 
The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of both parties and such course of conduct did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Sales Agreement.
 
Any controversy or claim arising out of or relating to this contract or breach thereof, all parties agree that the dispute shall be settled by either mediation or arbitration by a mutually selected attorney whose offices are within 100 miles of New York•City. Judgment upon the award rendered may be entered in any court having jurisdiction thereof.
 
The Parties agree that in any dispute, claim or controversy concerning this Agreement, the laws of the state of New York shall apply.
 
If Seller shall be unable to deliver title or make conveyance as provided herein, Buyer, at its option, may (i) terminate this Agreement whereupon the deposit shall be refunded to Buyer and all obligations of the parties shall cease, or (ii) waive the defects and accept whatever title Seller is able to convey, without any reduction in the purchase price and as a full performance by Seller.
 
On the closing, the Premises and all improvements, fixtures and items of personal property, if any, will be delivered to Buyer in their present condition, reasonable wear and tear excepted. The Premises shall be free of all occupants, tenants and personal possessions, except as may otherwise be provided herein. Buyer has inspected the Premises prior to the closing to determine whether the Premises complies with this section.
 
Current property taxes, regular and special assessments, water and sewer charges, fuel, rents, interest, insurance, operating expenses and other customary matters, if any, shall be the responsibility of the buyer.
 
If any provision of this Agreement shall be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
 
Within 24 hours of the signing of both parties to this agreement EMLL shall deposit the sum of $10,000.00 to Laryssa Shainberg's bank account by international bank wire.
 
In Witness Whereof, the Parties have executed this agreement on the date above written.
 
 
 
 
 /s/ Laryssa Shainberg
Khoo Hsiang Hun, Dir,  on behalf of
El Maniel International Inc.
Laryssa Shainberg, on behalf of
JFK Petroleum, Inc.
 
 
 
2
 

Exhibit 31.1
 
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Khoo Hsiang Hua, certify that:

1.
I have reviewed this Form 10-Q of El Maniel International, Inc.;
   
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report;
   
4.
The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have:
     
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
     
 
c)
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
 
d)
Disclosed in this report any change in the small business issuer’s internal control over financing reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
   
5.
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
     
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
     
  
b)
Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
     
     
 Date:  September 16, 2010
 
   
/s/  KHOO HSIANG HUA
 
Khoo Hsiang Hua
Chief Executive Officer
Chief Financial Officer
 

Exhibit 32.1
 
 
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
 
In connection with this Quarterly Report of El Maniel International , Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Khoo Hsiang Hua , Chief Executive Officer and Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
 
1.
Such Quarterly Report on Form 10-Q for the period ending June 30, 2010 , fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.
The information contained in such Quarterly Report on Form 10-Q for the period ending June 30, 2010 , fairly presents, in all material respects, the financial condition and results of operations of El Maniel International, Inc.
 
Date: September 16, 2010
 
/s/ Khoo Hsiang Hua
Khoo Hsiang Hua
Chief Executive Officer
Chief Financial Officer