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Large accelerated filer                    o                                            Accelerated filer                                                       o

Non-accelerated filer                      o                                            Smaller reporting company                                     x

(Do not check if a smaller reporting company)

PART I

 

ITEM 1.        DESCRIPTION OF BUSINESS

 

General

 

We were incorporated in July 2007 in the State of Nevada. We plan to manufacture and distribute cigars under the PLC brand name.  Beginning in early 2007, our founders sought to create a cigar that would appeal to aficionados of high quality, hand-rolled, premium cigars.  Our Chief Executive Officer, Barbara Tejeda, has been a long time resident of the Dominican Republic and has previously owned a cigar manufacturing company.

 

Our management believes the increased popularity of cigar smoking in the United States is due in part to demographic and social trends.  We believe that the principal changes that have contributed to growth in the cigar market are (1) the emergence of an expanding base of younger new cigar smokers, both male and female, (2) increasing popularity of cigars among celebrities who are viewed as trend-setters, (3) continued media interest, especially through Cigar Aficionado magazine, (4) promotion of “cigar friendly” restaurants and nightclubs and (5) the increase in the population of people over fifty years of age, a group that has traditionally been viewed as consuming more luxury goods, including cigars, than other demographic groups.

The U.S. cigar industry enjoyed an upswing in the 1990s, hitting a zenith in 1997 with imports of 418 million cigars. The industry’ success in the 1990s came with a down side, supply couldn’t meet demand and the market became flooded with poor quality cigars that were sold at inflated prices. According to an article in USA Today , the market went into a correction in the late 1990s when many cigar smokers became dissatisfied with inferior cigars, resulting in “cleaning up” of the mass cigar market while renewing interest in finding and smoking top-quality cigars.

During the mid-2000s, sales of premium cigars, while remaining well below 1997 level, have been rising steadily (imports of 320 million cigars reported in 2005), according to the Cigar Association of America, the industry’s trade association.

The full-year report for 2007 from the Cigar Association of America shows that despite smoking bans and higher taxes, imports of premium cigars increased 7.8 percent to more than 335 million, second only to the import of 417.8 million cigars in 1997. This consistent growth, a few percent points annually, is credited with a renewed focus by regular and occasional cigar smokers on purchasing high-quality premium cigars, offering an opportunity for new, high-quality cigar products to achieve market success.

 

Our management believes the increasing popularity of premium-level cigar smoking in the United States is due in part to demographic and social trends.  Based on information from The Cigar Association of America and industry news reports, we believe that the principal trends driving growth in the cigar market include (1) an expanding base of younger new cigar smokers, both male and female, (2) increasing popularity of cigars among celebrities who are viewed as trend-setters, (3) continued media interest, especially through Cigar Aficionado magazine, (4) promotion of “cigar friendly” restaurants and nightclubs and (5) the increase in the population of people over 50 years of age, a group that has traditionally been viewed as consuming more luxury goods, including cigars, than other demographic groups.

 

Products

Premium cigars are generally defined as cigars that are hand-made from high quality, natural leaf binder, long-filler and wrapper tobaccos and that retail for $5 or more per cigar.  The principal elements that determine the quality of the cigar are the quality of the tobacco, the curing and aging process and the skill of the hand-roller.  We intend to purchase cigars from one of the oldest and most reputable cigar manufacturer’ in Santo Domingo the Dominican Republic. We have selected ABAM, S.A. as the sole provider of cigars. ABAM will produce PLC Cigars rolled with tobacco grown in the great Cibao Valley, the place where the best tobacco in the Dominican Republic is grown. Our agreement with ABAM ran through the end of 2008 and calls for the following payment of $1.60 per cigar. The Dominican Republic at the present time is recognized internationally by the quality of its cigars, standing out as the first exporter of high quality cigars of the world.

 

 

 

 

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We have made an initial test sale in the premium corporate gift market in Macau and based on reception of our initial concept and customer feedback we are making plans to produce, launch and market our first product offerings. Our first cigar will be a torpedo-style (52 cm x 5 cm) premium leaf product made in the Dominican Republic. The first product line, PLC Cigars, will be a distinctive red, 25-cigar box that can be customized to become a uniquely personal business client, meeting or special occasion gift.

 

Prototypes of our turn-key cigar smoking experience box/packaging have been created.  By turn-key smoking experience box/packaging we are referring to our cigar box which doubles as Humidor with humidity regulator and cigar cutter. The box includes 20 PLC branded Cigars.  The initial packaging is designed to provide an elegant, high-quality cigar box with a humidor.  We have filed to obtain trademark protection for the box design and product logo.

 

COMPETITION

The Cigar Association of America currently boasts a roster of approximately 70 members, many conducting business in the premium cigar segment. We have several large, well-financed competitors, each holding strong, well-known brand names and enjoying a history of successful product launches. These companies compete directly with us for consumer sales, as well as for supplies of tobacco and employees. The largest of these competitors are Consolidated Cigar Holdings Inc. (NYSE symbol: “CIG”), General Cigar Co. Inc., a division of Culbro Corporation (NYSE symbol: “CUC”), and Swisher International Group Inc. (NYSE symbol: “SWR”). Each of these companies has substantially greater capital resources, manufacturing, sales and marketing experience, substantially longer and more extensive relationships with growers and long standing brand recognition and market acceptance than us. See “RISK FACTORS”.

We believe, however, that the market for premium cigars is achieving higher visibility among regular and occasional smokers alike and growing steadily enough to support the entry of new brands such as PLC Cigars. In addition, we believe the unique PLC Cigars turn-key packaging and our focus on the high-end corporate, meetings and special occasion gift markets provides competitive advantages as well as enhanced revenue opportunity.

 

MARKETING

 

We are a development stage company and have not commenced any marketing campaigns.We will utilize a combination of direct sales and online marketing to launch the Company’s first product line, a unique cigar package aimed at the premium corporate, event and special occasion gift markets. Our web site at www.elmanielonline.com is currently under construction. Once operational, the web site will become the primary sales transaction vehicle, to be augmented with a toll-free number outsourced to an established telesales organization.

Our marketing strategy is to utilize field sales reps and targeted online direct marketing to slowly build sales and to gain critical market and customer intelligence. Target markets include corporate/client gifts for the financial community and meeting/event gifts for male-oriented industries such as technology and manufacturing. Utilizing a product seeding program, email blasts to targeted industry lists and public relations efforts to secure media coverage and initiate viral promotion, we seek to generate product awareness among premium cigar smokers who wish to provide a unique gift to their business associates, event attendees or to commemorate a special occasion. Prospective customers will be driven to the online e-commerce site, where prospective customers can gather information about PLC Cigars and place orders. Customers can also place orders using a toll-free number as an alternative to online purchasing.

To enter the market more quickly, a contract fulfillment partner or distributor is being investigated. The ideal partner will possess all licenses needed to sell non-cigarette tobacco products in the U.S. and Canada.

 

On October 12, 2007, we entered into a letter agreement with Europa Capital Investments, LLC for general administrative services. Pursuant to the Agreement we pay a monthly fee of $5,000 to Europa for the general administrative services which include general accounting services and meeting space. In addition, Europa provides consulting services on the process of going public and consulting on potential business opportunities. The agreement was terminated in November 2008.

 

 

 

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ITEM 1A .    RISK FACTORS

None.

ITE M 2 .       DESCRIPTION OF PROPERTY

 

Our business office is located at 7424 Brighton Village Drive Raleigh, NC 27616.  We currently lease this office at no charge from Barbara Tejada, our Chief Executive Officer, at no charge to us. Currently, this space is sufficient to meet our needs; however, if we expand our business to a significant degree, we will have to find a larger space.

ITEM 3.        LEGAL PROCEEDINGS

 

We are not presently parties to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.

 

ITEM 4 .       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

PART II

 

ITEM 5 .       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Our shares of common stock began trading under the symbol “EMLL:OB” on the OTCBB on July 23, 2008.  Prior to this period, there was minimal trading in our common stock.  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.

Holders of Our Common Stock

As of January 6, 2010, we had 51 shareholders of our common stock.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

ITEM 6.        SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7.        MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

 

Plan of Operation

 

We have completed the design and manufacture of the cigar box from China and ordered 1,000 boxes for inventory. Additionally we have ordered cigars that are being held in inventory by the manufacturer for delivery as we are able to make sales. We have also finished the web site which we think will be an important tool for the sale of the product. Once the cigar box was completed and the website was operational we began introducing the cigars to different consumer groups seeking to generate some interest. Our initial efforts was to firms in the financial services industry with little success. We will begin to work on wedding planners which we see as a possible source of introduction.

 

 

 

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We have tried to find a third-party order and fulfillment partner with all the necessary licenses to sell and deliver cigar products in the U.S. and Canada. We hope that this would allow us the fastest access to the markets through a well-established and experienced fulfillment organization.

We have seen a significant slow down in the market opportunity for specialty cigars in the last half of 2009 Over the next 12 months we will try to get back on track of hitting our target to place approximately 100-200 units with opinion leaders, media professionals and prospective customers to start to generate awareness of the PLC Cigars product line and initiate the sales effort; conduct at least three direct email blasts to targeted contacts from cigar industry media subscriber lists; sponsor at least two small events in conjunction with cigar industry events, such as the industry’s annual trade show and convention in July; and place advertising on three targeted cigar industry online media.

 

We have run through our initial marketing budget primarily through the purchase of inventory and initial marketing expenses.  This essentially covered the cost of inventory to fulfill orders that may come from the marketing efforts. We have a cost for each box of $21.50 and a replaceable placard for personalizing the boxes at $2.80 per box. We initially ordered 1,000 units for inventory at a cost of approximately $24,300 without the cost of shipping and handling. There will be an additional cost to fulfill the orders if it becomes necessary. We are currently fulfilling any orders we have from local inventory though we still have inventory with the manufacturer if it becomes necessary.

 

We are in the process of assessing our marketing and sales efforts and possible results in light of the company’s dire financial status. News announcements, email blasts, seeding efforts and event sponsorship are expected to continue as the primary marketing and promotion efforts to drive sales and revenue growth.

If we are unable to gain any market share for our premium cigars, we may have to suspend or cease our efforts.  If we cease our previously stated efforts, we do not have plans to pursue other business opportunities.  If we cease operations, investors will not receive any return on their investments.

 

Limited Operating History

The initial efforts of our founders to establish a cigar company began in early 2007.  We were formed in July 2007 and we have limited operations upon which an evaluation of our company and our prospects can be based.  There can be no assurance that our management will be successful in completing our product development programs, implementing the corporate infrastructure to support operations at the levels called for by our business plan, conclude a successful sales and marketing plan to attain significant penetration of the premium cigar market segment or that we will generate sufficient revenues to meet its expenses or to achieve or maintain profitability.

 

Results of Operation

 

For the year ended September 30, 2009, we had $5,855 in revenue and $34,046 of cost of goods sold which included an impairment of inventory of $30,252 for a gross loss of $28,191. Expenses for the period totaled $62,375 resulting in a loss of $90,566. Expenses of $62,375 for the period consisted of $14,432 for general and administrative expenses, $2,145 for advertising expenses and $45,798 for professional fees. Revenues are down in 2009 because our business slowed considerable as the economy turned down. We could only generate a small amount of sales because both direct and “on line” sales were greatly affected by the economy. We were also forced to write off a substantial amount of inventory in fiscal 2009 because it sat too long and was no longer capable of being sold.

For the year ended September 30, 2008, we had $14,205 in revenue and $12,995 of cost of goods sold for a gross profit of $1,210. Expenses for the period totaled $142,074 resulting in a loss of $140,864. Expenses of $142,074 for the period consisted of $16,465 for general and administrative expenses, $7,067 for advertising expenses and $118,542 for professional fees.  Fiscal year 2008 was slightly better in terms of the economy and it was really the beginning of our cigar sales.  Consequently, we had some sales in Fiscal 2008 but we also had a large amount of professional fees which involved setting up all aspects of the cigar sales which included sourcing our product and additionally involved the typical expenses of being a public company.

 

 

 

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For the period from inception through September 30, 2009, we had $20,060 in revenue and $47,041 of cost of goods sold which included an impairment of inventory of $30,252 for a gross loss of $26,981. Expenses for the period totaled $225,000 resulting in a loss of $251,981. Expenses of $225,000 for the period consisted of $39,348 for general and administrative expenses, $9,212 for advertising and $176,440 for professional fees.

 

Capital Resources and Liquidity

 

As of September 30, 2009 we had $919 in cash.

 

We believe that we will need additional funding to satisfy our cash requirements for the next twelve months. Completion of our plan of operations is subject to attaining adequate revenue or financing. We cannot assure investors that we will generate the revenues needed or that additional financing will be available. In the absence of attaining adequate revenue or additional financing, we may be unable to proceed with our plan of operations.

 

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $150,000. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

 

Critical Accounting Policies

 

The Company’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Our significant accounting policies are summarized in Note 1 of our financial statements. While all of these significant accounting policies impact the Company’s financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our financial position or liquidity, results of operations or cash flows for the periods presented.

 

Recent Accounting Pronouncements

In June 2009, the FASB issued ASC 105 Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles . The FASB Accounting Standards Codification TM (the “Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). All existing accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. Rules and interpretive releases of the SEC issued under the authority of federal securities laws, however, will continue to be the source of authoritative generally accepted accounting principles for SEC registrants. Effective September 30, 2009, all references made to GAAP in our consolidated financial statements will include references to the new Codification. The Codification does not change or alter existing GAAP and, therefore, will not have an impact on our financial position, results of operations or cash flows.

 

 

 

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In June 2009, the FASB issued changes to the consolidation guidance applicable to a variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of who has the power to direct the activities of the entity that most significantly impact the entity's economic performance and who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009. This will not have an impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 - Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 860 will have on its financial statements.

Off Balance Sheet Transactions

 

We have no off-balance sheet arrangements.

 

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the risk of loss from adverse changes in market prices and interest rates. We do not have substantial operations at this time so they are not susceptible to these market risks.  If, however, they begin to generate substantial revenue, their operations will be materially impacted by interest rates and market prices.

 

 

 

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ITEM 8 .         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:

El Maniel International, Inc.

(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of El Maniel International, Inc. and subsidiary (A Development Stage Company) as of September 30, 2009 and 2008, and the related consolidated statements of operations, changes in stockholder’s equity (deficiency) and cash flows for the two years then ended and the period from July 24, 2007 (inception) to September 30, 2009.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the consolidated financial position of El Maniel International, Inc. and subsidiary (A Development Stage Company) as of September 30, 2009 and 2008 and the results of its consolidated operations and its cash flows for the two years then ended and the period from July 24, 2007 (inception) to September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 7 to the consolidated financial statements, the Company is in the development stage with minimal operations, used cash in operations of $232,203 from inception and has a net loss since inception of $251,981 for the period from July 24, 2007 (inception) to September 30, 2009.  In addition, there is a working capital deficiency of $51,470 and stockholders’ deficiency of $49,010 as of September 30, 2009.  This raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning this matter are also described in Note 7.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ WEBB & COMPANY, P.A.
 

WEBB & COMPANY, P.A.

 

Boynton Beach, Florida

December 23, 2009

 

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2009

 

		September 30, 2009				September 30, 2008
Raw Materials		$	23,550			$	2,250
Work in Process			-				-
Finished			6,702				1,948
Provision for impairment			(30,252	)			-
Net Inventory		$	-			$	4,198

NOTE 2      PROPERTY AND EQUIPMENT

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

		September 30, 2009				September 30, 2008
Website costs		$	3,908			$	2,500
Less accumulated amortization			(1,448	)			(190	)
		$	2,460			$	2,310

NOTE 8        SUBSEQUENT EVENT

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through December 23, 2009, the date the financial statements were issued.

For the year ended September 30, 2009, a non related party loaned the Company $276.  The loan is noninterest bearing and payable on demand. As of September 30, 2009, the loan balance is $276 and is not in default.  This loan was repaid in October 2009 (see Note 3).

 

 

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Our accountant is Webb & Company. P.A, independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

ITEM 9A .   CONTROLS AND PROCEDURES

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

 

ITEM 10 .    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

 

We have two Directors and Officers as follows:

Name	Age	Positions and Offices Held
Barbara Tejeda	40	Chairman, President, and Chief Executive Officer
Rafael Tejeda	48	Secretary

Barbara Tejeda, 39, President .   Ms. Tejeda has been our Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer since inception. Since September 2005 she has been a Front End Supervisor, Inventory Control Manager and Sales Clerk at Bed Bath and Beyond in North Carolina. In such capacity she was responsible for maintaining lane accountability, daily audit, deposit of daily cash flow as well as to train new staff and assist with yearly cycle count/inventory audits of other properties. From 2001 to 2004 she worked as a Secretary for Raleigh LDS Institute in North Carolina. In such capacity her responsibilities included providing single point of contact for the facilities, updating monthly calendar and creating formats for generating report, and general administrative/clerical functions. Also from 1998 to 2000 she was the sole proprietor of New Wave Cigar a retail cigar company established in Raleigh, North Carolina in May 1995. Ms. Tejeda’s responsibilities included managing the daily operations, developing marketing strategies, sale of Dominican Cigars, and Coordinating Cigar and wine tasting events. In addition, she designed and supervised the customer cigar boxes for the 1999 Hudson Belk golf tournament which New Wave Cigars sponsored along side Continental Cigar Importers. Moreover, she has a fashion design and marketing background and has taken various courses and seminars on leadership, and customer satisfaction. Prior to 2001 she held various positions at well known merchandise companies and hotels such as Dress Barn, Springhill Suites, Fairfield Inn, Summit Hospitality, and Kay-Bee Toys.

 

 

 

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Rafael Tejeda, 47, Secretary .   Mr. Tejeda has been our Secretary since inception. He is an executive and businessman with experience in the hotel industry in the areas of operations, marketing and public relations. He has held several managerial/Executive positions at various well-known hotels in the Dominican Republic, Miami and New York which include Howard Johnson, Bavaro, AMHSA and others.  Since September 2004 he has been a TV Show Producer and host for a local TV Program “Robert en Vivo” In Santo Domingo which provides a national and international social and financial analysis as well as interviewing prominent individuals.  From April 2002 to August 2004 he was a TV Show Producer and Host of a local TV program “En Resumidas Cuentas”, a daily entertainment and interview family program.  He is fluent in Spanish.

 

Barbara Tejeda is the sister in law of Rafael Acevedo Tejeda.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

Audit Committee

 

We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.

 

Certain Legal Proceedings

 

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

 

Compliance With Section 16(A) Of The Exchange Act.

 

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended September 30, 2009.

 

Code of Ethics

 

The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics was previously filed on January 7, 2009 as an exhibit to the Form 10K/A.

 

ITEM 11 .    EXECUTIVE COMPENSATION

 

Compensation of Executive Officers

  

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended September 30, 2009 and 2008 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

 

 

 

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SUMMARY COMPENSATION TABLE

 

Name and Principal Position	Year		Salary ($)				Bonus ($)				Stock Awards ($)			Option Awards ($)					Non-Equity Incentive Plan Compensation ($)				Non-Qualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Totals ($)
Barbara Tejeda Founder, Chairman, and Chief Executive	2009			0				0				0				0				0				0				0				0
Officer	2008			0				0				0				0				0				0				0				0
Rafael Tejeda,	2009			0				0				0				0				0				0				0				0
Secretary, Director	2008			0				0				0				0				0				0				0				0

 

Employment Agreements

 

We do not have any employment agreements in place with our sole officer and director.

 

Compensation of Directors

Directors do not receive any compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

 

ITEM 12 .    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Company's Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.

Name and Address of Beneficial Owner	Amount of Beneficial Ownership	Percentage of Class
Barbara Tejeda 7424 Brighton Village Drive Raleigh, NC 27616	70,000,000	72.83%
Rafael Tejeda Porfirio Herrera #34, Apto. 304, Evaristo Morales, Santo Domingo	0	0%

 

ITEM 13 .    CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE

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

For the year ended September 30, 2009, a related party loaned the Company $483.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand.  As of September 30, 2009, the loan balance has been repaid and the loan payable is $0.

 

 

 

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For the year ended September 30, 2007, the Company received $1,603 from a principal stockholder. Pursuant to the terms of the loan, the loan is non interest bearing and due on demand. As of September 30, 2009, the Company still owes $1,081 to the principal shareholder.

During December 2008, the Company received $518 from a relative of the principal stockholder. Pursuant to the terms of the loan, the loan is noninterest bearing and due on demand. As of September 30, 2009, the loan balance has been repaid and the loan payable is $0.

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

For the Company’s fiscal years ended September 30, 2009 and 2008, we were billed approximately $15,126 and $12,030 for professional services rendered for the audit and review of our financial statements.

 

Audit Related Fees

There were no fees for audit related services for the years ended September 30, 2009 and 2008.

Tax Fees

 

For the Company’s fiscal years ended September 30, 2009 and 2008, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

 

All Other Fees

 

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended September 30, 2009 and 2008.

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

-approved by our audit committee; or

-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentages of the above fees were pre-approved.  However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

 

 

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PART IV

ITEM 15 .    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

a) Documents filed as part of this Annual Report

 

1. Consolidated Financial Statements

 

2. Financial Statement Schedules

 

3. Exhibits

 

Exhibits #	Title
14	The Code of Ethics was previously filed on January 7, 2009 as an exhibit to the Form 10K/A.
31.1	Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1	Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

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

 

Dated

November 12 2010

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name		Title	Date
/s/ Khoo Hsiang Hua		Director and Chief Financial Officer	November 12, 2010
Khoo Hsiang Hua

 

 

 

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