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.
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.
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
|
|
|
|
|
|
|
|
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.
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).
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.
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).
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.
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.