| x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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NEVADA
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333-148988
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562672870
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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PART I--FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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1
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Item 2.
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Management’s Discussion and Analysis of Financial Condition
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14
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Item 3
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Quantitative and Qualitative Disclosures About Market Risk
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17
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Item 4T.
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Control and Procedures
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17
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PART II--OTHER INFORMATION
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Item 1
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Legal Proceedings
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18
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Item 1A
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Risk Factors
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18
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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18
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Item 3.
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Defaults Upon Senior Securities
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18
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Item 4.
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Submission of Matters to a Vote of Security Holders
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18
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Item 5.
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Other Information
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18
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Item 6.
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Exhibits and Reports on Form 8-K
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18
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SIGNATURE
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19 | |
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PAGE
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1 |
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2009 (UNAUDITED) AND SEPTEMBER 30, 2009
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PAGE
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2 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO DECEMBER 31, 2009 (UNAUDITED).
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PAGE
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3 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’DEFICIENCY FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO DECEMBER 31, 2009 (UNAUDITED).
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PAGE
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4 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO DECEMBER 31, 2009 (UNAUDITED).
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PAGES
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5 - 12 |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).
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El Maniel International, Inc. and Subsidiary
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(A Development Stage Company)
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Condensed Consolidated Statements of Operations
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(Unaudited)
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For the Three Months Ended
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For the period
from July 24, 2008
(inception) to December 31, 2009
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December 31, 2009
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December 31, 2008
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Revenue
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$ | - | $ | 2,500 | $ | 20,060 | ||||||
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Cost of Revenue
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- | (1,949 | ) | (47,041 | ) | |||||||
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Gross Profit
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- | 551 | (26,981 | ) | ||||||||
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Operating Expenses
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Professional fees
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7,206 | 18,206 | 183,646 | |||||||||
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Advertising expense
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- | 2,145 | 9,212 | |||||||||
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General and administrative
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4,276 | 3,020 | 43,624 | |||||||||
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Total Operating Expenses
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11,482 | 23,371 | 236,482 | |||||||||
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Loss from Operations
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(11,482 | ) | (22,820 | ) | (263,463 | ) | ||||||
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Other Expenses
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Interest Expense
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(1,146 | ) | - | (1,146 | ) | |||||||
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LOSS FROM OPERATIONS BEFORE INCOME TAXES
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(12,628 | ) | (22,820 | ) | (264,609 | ) | ||||||
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Provision for Income Taxes
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- | - | - | |||||||||
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NET LOSS
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$ | (12,628 | ) | $ | (22,820 | ) | $ | (264,609 | ) | |||
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Net Loss Per Share - Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Weighted average number of shares outstanding
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during the year - Basic and Diluted
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96,110,000 | 96,110,000 | ||||||||||
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El Maniel International, Inc. and Subsidiary
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(A Development Stage Company)
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Condensed Consolidated Statement of Stockholders' Deficiency
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For the period from July 24, 2007 (Inception) to December 31, 2009
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(Unaudited)
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Deficit
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Common stock
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Additional
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accumulated during the
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Total
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paid-in
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development
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Subscription
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Stockholder's
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Shares
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Amount
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capital
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stage
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Receivable
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Deficiency
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Balance July 24, 2007
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- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
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Common stock issued for services to founder ($0.001)
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70,000,000 | 70,000 | (65,000 | ) | - | - | 5,000 | |||||||||||||||||
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Common stock issued for cash ($0.10/ per share)
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1,400,000 | 1,400 | 8,600 | - | (10,000 | ) | - | |||||||||||||||||
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In kind contribution of cash
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- | - | 100 | - | - | 100 | ||||||||||||||||||
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In kind contribution of services
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- | - | 971 | - | - | 971 | ||||||||||||||||||
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Net loss for the period July 24, 2007 (inception) to September 30, 2007
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- | - | - | (20,551 | ) | - | (20,551 | ) | ||||||||||||||||
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Balance, September 30, 2007
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71,400,000 | 71,400 | (55,329 | ) | (20,551 | ) | (10,000 | ) | (14,480 | ) | ||||||||||||||
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Cash collected on subscription receivable
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- | - | - | - | 10,000 | 10,000 | ||||||||||||||||||
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Common stock issued for cash ($0.10/ per share)
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24,710,000 | 24,710 | 151,790 | - | - | 176,500 | ||||||||||||||||||
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In kind contribution of services
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- | - | 5,200 | - | - | 5,200 | ||||||||||||||||||
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Net loss, for the year ended September 30, 2008
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- | - | - | (140,864 | ) | - | (140,864 | ) | ||||||||||||||||
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Balance, September 30, 2008
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96,110,000 | 96,110 | 101,661 | (161,415 | ) | - | 36,356 | |||||||||||||||||
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In kind contribution of services
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- | - | 5,200 | - | - | 5,200 | ||||||||||||||||||
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Net loss, for the year ended September 30, 2009
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- | - | - | (90,566 | ) | - | (90,566 | ) | ||||||||||||||||
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Balance, September 30, 2009
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96,110,000 | 96,110 | 106,861 | (251,981 | ) | - | (49,010 | ) | ||||||||||||||||
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In kind contribution of interest
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- | - | 1,146 | - | - | 1,146 | ||||||||||||||||||
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In kind contribution of services
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- | - | 1,300 | - | - | 1,300 | ||||||||||||||||||
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Net loss, for the period ended December 31, 2009
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- | - | - | (12,628 | ) | - | (12,628 | ) | ||||||||||||||||
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Balance, for the period ended December 31, 2009
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96,110,000 | $ | 96,110 | $ | 109,307 | $ | (264,609 | ) | - | $ | (59,192 | ) | ||||||||||||
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El Maniel International, Inc. and Subsidiary
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(A Development Stage Company)
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Condensed Consolidated Statements of Cash Flows
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(Unaudited)
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For the Three Months Ended
December 31, 2009
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For the Three Months Ended
December 31, 2008
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For the Period From July 24, 2007
(Inception) to December 31, 2009
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Cash Flows Used In Operating Activities:
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Net Loss
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$ | (12,628 | ) | $ | (22,820 | ) | $ | (264,609 | ) | |||
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Adjustments to reconcile net loss to net cash used in operations
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Amortization
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328 | 284 | 1,776 | |||||||||
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Loss on impairment of inventory
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- | - | 30,252 | |||||||||
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Loss on impairment of website
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2,132 | - | 2,132 | |||||||||
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Common stock issued for services
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- | - | 5,000 | |||||||||
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In-kind contribution of services
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1,300 | 1,300 | 12,671 | |||||||||
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In-kind contribution of interest
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1,146 | - | 1,146 | |||||||||
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Changes in operating assets and liabilities:
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(Increase)/Decrease in prepaid expense
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- | 250 | - | |||||||||
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(Increase)/Decrease in inventory
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- | (19,352 | ) | (30,252 | ) | |||||||
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(Increase)/Decrease in deposit
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- | 10,650 | - | |||||||||
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Increase/(Decrease) in accounts payable and accrued expenses
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6,734 | 8,419 | 8,693 | |||||||||
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Net Cash Used In Operating Activities
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(988 | ) | (21,269 | ) | (233,191 | ) | ||||||
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Cash Flows From Investing Activities:
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Payment for intangible asset
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- | (1,408 | ) | (3,908 | ) | |||||||
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Net Cash Used In Investing Activities
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- | (1,408 | ) | (3,908 | ) | |||||||
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Cash Flows From Financing Activities:
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Proceeds from note payable
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- | - | - | |||||||||
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Proceeds from loan payable- related party
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448 | (5 | ) | 3,052 | ||||||||
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Repayment of loan payable - related party
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(288 | ) | - | (1,811 | ) | |||||||
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In-kind contribution of cash
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- | - | 100 | |||||||||
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Proceeds from loans payable
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- | 1,000 | 50,349 | |||||||||
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Repayment of loan payable
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- | - | (1,000 | ) | ||||||||
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Proceeds from issuance of common stock
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- | - | 186,500 | |||||||||
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Net Cash Provided by Financing Activities
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160 | 995 | 237,190 | |||||||||
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Net Decrease/(Decrease) in Cash
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(828 | ) | (21,682 | ) | 91 | |||||||
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Cash at Beginning of Year/Period
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919 | 22,546 | - | |||||||||
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Cash at End of Year/Period
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$ | 91 | $ | 864 | $ | 91 | ||||||
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Supplemental disclosure of cash flow information:
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Cash paid for interest
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$ | - | $ | - | $ | - | ||||||
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Cash paid for taxes
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$ | - | $ | - | $ | - | ||||||
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NOTE 1
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
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| December 31, 2009 | September 30, 2009 | |||||||
| Raw Materials | $ | - | $ | 23,550 | ||||
| Work in Process | - | - | ||||||
| Finished | - | 6,702 | ||||||
| Provision for impairment | - | (30,252 | ) | |||||
| Net Inventory | $ | - | $ | - | ||||
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NOTE 2
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PROPERTY AND EQUIPMENT
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December 31, 2009
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September 30, 2009
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Website costs
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$ | 3,908 | $ | 3,908 | ||||
| Less accumulated amortization | (1,776 | ) | (1,448) | |||||
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Provision for impairment
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(2,132) |
_
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| $ | - | $ | 2,460 | |||||
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NOTE 3
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LOANS PAYABLE
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For the year ended September 30, 2009, a related party loaned the Company $483. The Company entered into a written promissory note concerning this obligation. The loan is noninterest bearing and payable on demand. As of September 30, 2009, the loan balance has been repaid and the loan payable is $0 (See Note 6).
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During February 2009, a non related party loaned the Company $1,073. The Company entered into a written promissory note concerning this obligation. The loan is noninterest bearing and payable on demand. As of December 31, 2009, the loan balance is $1,073 and is not in default. For the period ended December 31, 2009, the Company recorded contributed interest expense having a fair value of $47
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NOTE 4
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STOCKHOLDERS’ EQUITY
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NOTE 5
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COMMITMENTS
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NOTE 6
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RELATED PARTY TRANSACTIONS
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NOTE 7
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GOING CONCERN
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NOTE 8
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SUBSEQUENT EVENTS
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EL MANIEL INTERNATIONAL, INC.
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Date: November 12, 2010
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By:
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/s/ KHOO HSIANG HUA
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Director, CEO
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1.
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I have reviewed this Amendment No. 1 on Form 10-Q/A of El Maniel International, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date: November 12, 2010
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/s/ KHOO HSIANG HUA
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Khoo Hsiang Hua
Chief Executive Officer
Chief Financial Officer
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1.
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Such Amendment No. 2 to the Quarterly Report on Form 10-Q/A for the period ending December 31, 2009, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in such Quarterly Report on Form 10-Q/A for the period ending December 31, 2009, fairly presents, in all material respects, the financial condition and results of operations of El Maniel International, Inc.
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Date: November 12, 2010
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/s/ Khoo Hsiang Hua
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Khoo Hsiang Hua
Chief Executive Officer
Chief Financial Officer
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