UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
Amendment No 2 to
FORM 10-Q
_______________
 
x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2010
 
o      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from ______to______.
 
EL MANIEL INTERNATIONAL, INC.
 (Exact name of registrant as specified in Charter
 
NEVADA
 
333-148988
 
 562672870
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)

5-4, 4th Floor, Jalan 1 1/48A,
Sentul Raya Boulevard,
Off Jalan Sentul,
51000 Kuala Lumpur
Malaysia
 (Address of Principal Executive Offices)
 _______________
 
+60 3 4043 7881
 (Issuer Telephone number)
_______________
 
 
 (Former Name or Former Address if Changed Since Last Report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.
Yes  x  No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  o  No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
 
Large Accelerated Filer  o     Accelerated Filer  o      Non-Accelerated Filer  o      Smaller Reporting Company x
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes  o  No  x
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of as of June 3 rd , 2010:    91,110,000 shares of Common Stock.  
 
 
 
 
 
EXPLANATORY NOTE
 
The purpose of this Amendment No. 2 to the 10-Q is to correct the shell status of the Company. The Company is not a shell company as defined in Rule 12b-2 of the Exchange Act.
 

 
 
 
 
EL MANIEL INTERNATIONAL, INC.
 
FORM 10-Q/A
 
March 31, 2010
 
INDEX
 
 
PART I--FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition & Results of Operations
12
Item 3
Quantitative and Qualitative Disclosures About Market Risk
15
Item 4T.
Control and Procedures
15
     
PART II--OTHER INFORMATION
 
     
Item 1
Legal Proceedings
16
Item 1A
Risk Factors
16
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
16
Item 3.
Defaults Upon Senior Securities
16
Item 4.
Removed & Reserved
 
Item 5.
Other Information
16
Item 6.
Exhibits
16
     
SIGNATURE
 
17
 
 
 
 
 
Item 1. Financial Information
 
 
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

 
CONTENTS

     
     
     
PAGE
1
CONDENSED BALANCE SHEETS AS OF MARCH 31, 2010 (UNAUDITED) AND SEPTEMBER 30, 2009 (CONSOLIDATED)
     
PAGE
2
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2010 AND 2009 (CONSOLIDATED), AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO MARCH 31, 2010 (UNAUDITED).
     
PAGE
3
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO MARCH 31, 2010.
     
PAGE
4
CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 31, 2010 AND 2009 (CONSOLIDATED), AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO MARCH 31, 2010 (UNAUDITED).
     
PAGES
5 - 11
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED).
     
 
 
 
 
 
 
El Maniel International, Inc.
 
(A Development Stage Company)
 
Condensed Balance Sheets
 
         
             
ASSETS
 
             
             
   
March 31,
   
September 30,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Consolidated)
 
Current Assets
           
Cash
 
$
-
   
$
919
 
Total Current Assets
   
-
     
919
 
                 
Property  and Equipment, net
   
-
     
2,460
 
                 
Total  Assets
 
$
-
   
$
3,379
 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
 
                 
Current Liabilities
               
Accounts payable
 
$
-
   
$
1,419
 
Sales tax payable
   
-
     
540
 
Note payable
   
-
     
49,349
 
Loan payable - related party
   
-
     
1,081
 
Total  Liabilities
   
-
     
52,389
 
                 
Commitments and Contingencies
   
- 
     
- 
 
                 
Stockholders' Deficiency
               
  Common stock, $0.001 par value; 110,000,000 shares authorized,
               
91,110,000 and 96,110,000 issued and outstanding, respectively
   
91,110
     
96,110
 
  Additional paid-in capital
   
153,534
     
106,861
 
  Deficit accumulated during the development stage
   
(244,644
)
   
(251,981
)
Total Stockholders' Deficiency
   
-
     
(49,010
)
                 
Total Liabilities and Stockholders' Deficiency
 
$
-
   
$
3,379
 
                 
                 
 
See accompanying notes to condensed unaudited financial statements
 
 
1
 
 
El Maniel International, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
(UNAUDITED)
                             
                             
   
For the Three Months Ended
   
For the Six Months Ended
   
For the Period from
July 24, 2007
(inception) to
   
March 31,
2010
   
March 31,
2009
   
March 31,
2010
   
March 31,
2009
   
 March 31, 2010
         
(Consolidated)
         
(Consolidated)
     
                             
Revenue
 
$
-
   
$
-
   
$
-
   
$
3,500
   
$
20,060
                                       
Cost of Revenue
   
-
     
-
     
-
     
(2,579
)
   
(47,041
                                       
Gross Profit
   
-
     
-
     
-
     
921
     
(26,981
                                       
Operating Expenses
                                     
Professional fees
   
17,339
     
5,678
     
24,545
     
23,884
     
200,985
Advertising expense
   
-
     
-
     
-
     
2,145
     
9,212
General and administrative
   
3,994
     
2,569
     
8,270
     
5,589
     
47,618
Total Operating Expenses
   
21,333
     
8,247
     
32,815
     
31,618
     
257,815
                                       
Loss from Operations
   
(21,333
)
   
(8,247
)
   
(32,815
)
   
(30,697
)
   
(284,796
                                       
Other Income/(Expenses)
                                     
Gain on disposal
   
42,008
     
-
     
42,008
             
42,008
Interest Expense
   
(710
)
   
-
     
(1,856
)
   
-
     
(1,856
                                       
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES
   
19,965
     
(8,247
)
   
7,337
     
(30,697
)
   
(244,644
                                       
Provision for Income Taxes
   
-
     
-
     
-
     
-
     
-
                                       
NET INCOME (LOSS)
 
$
19,965
   
$
(8,247
)
 
$
7,337
   
$
(30,697
)
 
$
(244,644
                                       
NET INCOME (LOSS) PER SHARE  - Basic and Diluted
 
$
0.00
   
$
(0.00
)
 
$
0.00
   
$
(0.00
)
     
                                       
Weighted average number of shares outstanding
                                     
  during the year - Basic and Diluted
   
94,943,333
     
96,110,000
     
95,529,890
     
96,110,000
       
                                       
 
See accompanying notes to condensed unaudited financial statements
 
 
2
 
 
El Maniel International, Inc.
 
(A Development Stage Company)
 
Condensed Statement of Stockholders' Deficiency
 
For the period from July 24, 2007 (Inception) to March 31, 2010
 
(UNAUDITED)
 
                                     
                                     
                                     
                     
Deficit
             
   
Common stock
   
Additional
   
accumulated
during the
         
Total
 
               
paid-in
   
development
   
Subscription
   
Stockholder's
 
   
Shares
   
Amount
   
capital
   
stage
   
Receivable
   
Deficiency
 
                                     
Balance July 24, 2007
   
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                 
 Common stock issued for services to founder ($0.001)
   
70,000,000
     
70,000
     
(65,000
)
   
-
     
-
     
5,000
 
                                                 
 Common stock issued for cash ($0.10/ per share)
   
1,400,000
     
1,400
     
8,600
     
-
     
(10,000
)
   
-
 
                                                 
 In kind contribution of cash
   
-
     
-
     
100
     
-
     
-
     
100
 
                                                 
 In kind contribution of services
   
-
     
-
     
971
     
-
     
-
     
971
 
                                                 
 Net loss for the period July 24, 2007 (inception) to September 30, 2007
   
-
     
-
     
-
     
(20,551
)
   
-
     
(20,551
)
                                                 
 Balance, September 30, 2007 (consolidated)
   
71,400,000
     
71,400
     
(55,329
)
   
(20,551
)
   
(10,000
)
   
(14,480
)
                                                 
Cash collected on subscription receivable
   
-
     
-
     
-
     
-
     
10,000
     
10,000
 
                                                 
 Common stock issued for cash ($0.10/ per share)
   
24,710,000
     
24,710
     
151,790
     
-
     
-
     
176,500
 
                                                 
 In kind contribution of services
   
-
     
-
     
5,200
     
-
     
-
     
5,200
 
                                                 
Net loss, for the year ended September 30, 2008
   
-
     
-
     
-
     
(140,864
)
   
-
     
(140,864
)
                                                 
Balance, September 30, 2008
   
96,110,000
     
96,110
     
101,661
     
(161,415
)
   
-
     
36,356
 
                                                 
 In kind contribution of services
   
-
     
-
     
5,200
     
-
     
-
     
5,200
 
                                                 
Net loss, for the year ended September 30, 2009
   
-
     
-
     
-
     
(90,566
)
   
-
     
(90,566
)
                                                 
Balance,  September 30, 2009 (consolidated)
   
96,110,000
     
96,110
     
106,861
     
(251,981
)
   
-
     
(49,010
)
                                                 
Shares returned in a spin off
   
(5,000,000
)
   
(5,000
)
   
(20,000
)
   
-
     
-
     
(25,000
)
                                                 
Cash contribution by stockholder
   
-
     
-
     
53,000
     
-
     
-
     
53,000
 
                                                 
Forgiveness of debt by related party
   
-
     
-
     
9,217
     
-
     
-
     
9,217
 
                                                 
In kind contribution of interest
   
-
     
-
     
1,856
     
-
     
-
     
1,856
 
                                                 
 In kind contribution of services
   
-
     
-
     
2,600
     
-
     
-
     
2,600
 
                                                 
Net income for six months ended March 31, 2010
   
-
     
-
     
-
     
7,337
     
-
     
7,337
 
                                                 
Balance March 31, 2010
   
91,110,000
   
$
91,110
   
$
153,534
   
$
(244,644
)
 
$
-
   
$
-
 
 
See accompanying notes to condensed unaudited financial statements
 
 
3
 
 
El Maniel International, Inc.
 
(A Development Stage Company)
 
Condensed Statements of Cash Flows
 
(UNAUDITED)
 
                   
                   
                   
   
For the Six Months Ended
   
For the Six Months Ended
   
For the Period From
July 24, 2007
(Inception) to
 
   
March 31, 2010
   
March 31, 2009
   
March 31, 2010
 
Cash Flows Used In Operating Activities:
                 
Net Income (Loss)
 
$
7,337
   
$
(30,697
)
 
$
(244,644
)
  Adjustments to reconcile net income (loss) to net cash used in operations
                       
    Gain on subsidiary
   
(42,640
)
   
-
     
(42,640
)
    Amortization
   
328
     
605
     
1,776
 
    Loss on impairment of inventory
   
-
     
-
     
30,252
 
    Loss on impairment of website
   
2,132
     
-
     
2,132
 
    Common stock issued for services
   
-
     
-
     
5,000
 
    In-kind contribution of services
   
2,600
     
2,600
     
13,971
 
    In-kind contribution of interest
   
1,856
     
-
     
1,856
 
  Changes in operating assets and liabilities:
                       
      (Increase)/Decrease in prepaid expense
   
-
     
750
     
-
 
      (Increase)/Decrease in inventory
   
-
     
(27,269
)
   
(30,252
)
      (Increase)/Decrease in deposit
   
-
     
10,650
     
-
 
      Increase/(Decrease) in accounts payable and accrued expenses
   
15,682
     
21,607
     
-
 
Net Cash Used In Operating Activities
   
(12,705
)
   
(21,754
)
   
(262,549
)
                         
Cash Flows From Investing Activities:
                       
Cash used in disposal of subsidiary
   
(632
)
   
-
     
(632
)
Payment for intangible asset
   
-
     
(1,408
)
   
(3,908
)
Net Cash Used In Investing Activities
   
(632
)
   
(1,408
)
   
(4,540
)
                         
                         
Cash Flows From Financing Activities:
                       
Proceeds from note payable
   
-
     
-
     
-
 
Proceeds from loan payable- related party
   
7,418
     
2,591
     
75,489
 
Repayment of loan payable - related party
   
(48,000
)
   
(1,523
)
   
(48,000
)
Contribution by stockholder
   
53,000
     
-
     
53,100
 
Proceeds from issuance of common stock
   
-
     
-
     
186,500
 
Net Cash Provided by Financing Activities
   
12,418
     
1,068
     
267,089
 
                         
Net Decrease in Cash
   
(919
)
   
(22,094
)
   
-
 
                         
Cash at Beginning of Year/Period
   
919
     
22,546
     
-
 
                         
Cash at End of Year/Period
 
$
-
   
$
452
   
$
-
 
                         
Supplemental disclosure of cash flow information:
                       
                         
Cash paid for interest
 
$
-
   
$
-
   
$
-
 
Cash paid for taxes
 
$
-
   
$
-
   
$
-
 
 
See accompanying notes to condensed unaudited financial statements
 
 
4
 
 
EL MANIEL INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2010
(UNAUDITED)


NOTE 1         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

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

(B) Principles of Consolidation

The accompanying condensed financial statements include the accounts of El Maniel International, Inc. from July 24, 2007 (inception) and its 100% owned subsidiary El Maniel Cigar Company from July 24, 2007 to March 10, 2010. All inter-company accounts have been eliminated in the consolidation (See Note 3(E)).

(C) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.

(D) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2010 and September 30, 2009, respectively, the Company had no cash equivalents.
 
 
5
 
 
EL MANIEL INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2010
(UNAUDITED)
 
 
(E) 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 March 31, 2010 and 2009, respectively, there were no common share equivalents outstanding.

(F) 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.

(G) Business Segments

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

(H) 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.  Risk of loss transfers from the manufacturer to the Company upon shipment of product from the warehouse.
 
  (I) Advertising and Promotional Expense

Advertising and other product-related costs are charged to expense as incurred. For the six months ended March 31, 2010 and 2009 and for the period from July 24, 2007(inception) to March 31, 2010, advertising expense was $0, $2,145, and $9,212 respectively.

(J) Reclassification

Certain amounts from prior period have been reclassified to conform to the current period presentation.
 
 
6
 
  
EL MANIEL INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2010
(UNAUDITED)
 
 
(K) Recent Accounting Pronouncements

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         LOANS PAYABLE

On December 12, 2009, a related party loaned the Company $448.  The loan is noninterest bearing and payable on demand. A loan payment of $11 has been made and as of March 31, 2010 and an additional loan of $6,177 was made. The loan balance of $6,613 was forgiven as of March 31, 2010.   For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $82.

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 5).

For the year ended September 30, 2009, a non related party loaned the Company $276.  The loan is noninterest bearing and payable on demand.  The loan was repaid on October 12, 2009. As of December 31, 2009, the loan balance is $0.

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 is noninterest bearing and payable on demand.  A loan payment of $31,000 was made as of March 31, 2010. The remaining loan balance of $17,000 was paid by the president as of March 31, 2010. For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $1,458.
 
 
7
 
 
EL MANIEL INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2010
(UNAUDITED)
 
 
During February 2009, a 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 March 31, 2010, the loan balance of $1,073 was forgiven. For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $61 (See Note 5).

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.  For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $34 (See Note 5).

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 March 31, 2010, the loan balance of $1,531 was forgiven.  For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $221 (See Note 5).
 
NOTE 3         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, the 1,765,000 were increased to 24,710,000 shares ($0.007/share).
 
For the period from July 24, 2007 (inception) through September 30, 2007, the Company issued 100,000 shares of 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 were increased to 1,400,000 shares ($0.007/share).
 
(B) In-Kind Contribution of Services
 
For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $1,856 (See Note 3).
 
For the period ended March 31, 2010, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 5).
 
 
8
 
 
EL MANIEL INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2010
(UNAUDITED)
  
 
For the year ended September 30, 2009, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 5).
 
As of September 30, 2008, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 5).
 
For the period from July 24, 2007 (inception) through September 30, 2007, the shareholder of the Company contributed services having a fair value of $971 (See Note 5).

(C) In-Kind Contribution of Cash

As of September 30, 2007, the shareholder of the Company contributed cash of $100 to cover the costs of setting up the subsidiary (See Note 5).

For the three months ended March 31, 2010, the Company’s officer and director contributed cash of $53,000 to cover vendor payables (See Note 5).

(D) Stock Issued for Services

On July 24, 2007, the Company issued 5,000,000 shares of common stock to its founders having a fair value of $5,000 ($0.001/share) in exchange for services provided (See Note 6).  As a result of the forward split 5,000,000 shares were increased to 70,000,000 shares ($0.00007/share).
 
(E) Acquisition Agreement

On September 28, 2007, El Maniel International, Inc. consummated an agreement with El Maniel Cigar Company, pursuant to which El Maniel Cigar Company exchanged all of its members’ interest for 5,000,000 shares or approximately 100% of the common stock of El Maniel International, Inc.  The Company has accounted for the transaction as a combination of entities under common control and accordingly, recorded the merger at historical cost.

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).
 
(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.
 
 
9
 
 
EL MANIEL INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2010
(UNAUDITED)
 
 
NOTE 4         COMMITMENTS

On October 15, 2007, the Company entered into a consulting agreement to receive administrative and other miscellaneous services.  The Company is required to pay $5,000 a month.  This agreement was terminated effective November 1, 2008.
 
NOTE 5         RELATED PARTY TRANSACTIONS
 
For the period ended March 31, 2010, the Company recorded related party contributed interest expense having a fair value of $1,856 (See Note 3).
 
For the three months ended March 31, 2010, the Company’s officer and director contributed cash of $53,000 to cover vendor payables (See Note 3).

For the period ended March 31, 2010 a shareholder of the Company contributed services having a fair value of $2,600 (See Note 3(B)).

For the year ended September 30, 2009, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(B)).

As of September 30, 2008, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(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 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 2).

During February 2009, a 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 March 31, 2010, the loan balance of $1,073 was forgiven. For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $61 (See Note 2).

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 March 31, 2010, the loan balance of $1,531 was forgiven.  For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $221 (See Note 2).
 
 
10
 
 
EL MANIEL INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2010
(UNAUDITED)
 
 
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.  For the period ended March 31, 2010, the Company recorded contributed interest expense having a fair value of $34 (See Note 2).

For the period from July 24, 2007 (inception) through September 30, 2007 the shareholder of the Company contributed services having a fair value of $971 (See Note 3(B)).

As of September 30, 2007, the shareholder of the Company contributed cash of $100 to cover the costs of setting up the subsidiary (See Note 3(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 3 (D)). As a result of the forward split 5,000,000 shares were increased to 70,000,000 shares ($0.0007/share).
 
NOTE 6         GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with minimal operations, used cash in operations of $262,549 from inception and has a net loss since inception of $244,644.  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
 
 
11
 
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
 
Plan of Operation
 
Because the Company is still developing its current strategy, the Company’s operating expenses will largely consist of professional fees. For the fiscal year 2010, we speculate that there may be no revenue generated and therefore the Company will operate at a loss. If the Company is successful in potential partnering with a business, funding will be necessary to fulfill any contractual obligations we may enter into.
 
At present, we have no cash on hand. As such, we currently do not have sufficient financial resources to meet the anticipated costs of pursuing our new business focus, or the anticipated administrative costs of operating our business for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We intend to pursue capital through public or private financing and other sources, such as our officers, director and principal shareholders. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, we hope that our officers, directors and principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months. However, we cannot guarantee that our officers, directors and principal shareholders will continue to contribute funds to pay for our expenses.
 
We are in the process of assessing our marketing and acquisition efforts and possible results in light of the company’s dire financial status. Should we enter into positive discussions with potential partners, then we propose to follow with news announcements, and seeding efforts would continue as the primary marketing and promotion efforts to drive sales and revenue growth.
 
If we are unable to gain any market share, we may have to suspend or cease our efforts, If we were to cease operations, investors will not receive any return on their investments.  As a result of the foregoing, we are actively assessing potential partners to stabilize our shareholding value and base.
 
 
12
 
 
Limited Operating History
 
The initial efforts of our founders to establish new ventures continues.  We were formed in July 2007 and we have limited operations upon which an evaluation of our company and our prospects can be based. There can be no assurance that our management will be successful in concluding a successful plan or that  we will generate sufficient revenues to meet its expenses or to achieve or maintain profitability.
 
Results of Operation
 
For the six months ending March 31, 2010, we had $0 in revenue and $0 of cost of goods sold for a gross profit of $0.  Expenses for the period totaled $32,815, resulting in a loss of $32,815. Expenses of $32,815 for the period consisted of $8,270 for general and administrative expenses, $0 for advertising expenses and $24,545 for professional fees.
 
For the six months ended March 31, 2009, we had $3,500 in revenue and $2,579 of cost of goods sold for a gross profit of $921. Expenses for the period totaled $31,618 resulting in a loss of $30,697.
 
For the period from inception through March 31, 2010, we had $20,060 in revenue.  $47,041 of cost of goods sold for a gross loss of ($26,981).  Expenses for the period totaled $257,815 resulting in a loss from operations of $284,796. Expenses of $257,815 for the period consisted of $47,618 for general and administrative expenses, $9,212 for advertising and $200,985 for professional fees.
 
Capital Resources and Liquidity
 
As of March 31, 2010 we had total current assets of $0.
 
We believe that we will need additional funding to satisfy our cash requirements for the next twelve months. Completion of our estimate of operations is subject to attaining adequate revenue or financing. We cannot assure investors that we will generate the revenues needed or that additional financing will be available. In the absence of attaining adequate revenue or additional financing, we may be unable to proceed with our estimates of operations for the next twelve months.

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $50,000, which we anticipate primarily as legal, accounting & auditing fees. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. We anticipate that depending on market conditions and our operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
 
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.
 
 
13
 
 
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 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.

Off Balance Sheet Transactions
 
We have no off-balance sheet arrangements.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.
 

 
14
 

Item 4T.  Controls and Procedures

a)    Evaluation of Disclosure Controls. Management is committed to maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 As required by Rule 13a-15(b) of the Exchange Act, we must carry out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of each fiscal quarter, under the supervision and with the participation of its management, including its Chief Executive Officer and the Chief Financial Officer, who is also the sole Board member, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with US generally accepted accounting principles.

With the participation of the Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company’s internal control over financial reporting as of March 31 st , 2010, based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment performed using the criteria established by COSO, management has concluded that the Company maintained ineffective internal control over financial reporting in the following areas:

1)  
Lack of functioning audit committee due to lack of a majority of outside directors on our Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
2)  
Ineffective controls over period end financial disclosure and reporting processes.
 
The aforementioned material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.  We are currently reviewing our internal controls under new management to assure that we have adequately trained personnel to more timely complete the company’s Quarterly and other filings with the SEC. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures: We shall create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. Additionally we plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal  controls and procedures such as reviewing and approving estimates and assumptions made by management.
 
(b)      Changes in internal control over financial reporting. We are currently reviewing our internal controls under new management to assure that we have adequately trained personnel to more timely complete the company’s Quarterly and other filings with the SEC.
 
 
 
 
15
 
 
PART II - OTHER INFORMATION
 
Item 1.      Legal Proceedings.
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
 
Item 1A.   Risk Factors.

None
 
Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
Item 3.      Defaults Upon Senior Securities.
 
None.

Item 4.       Removed & Reserved
 
 
Item 5.      Other Information.
 
None
 
Item 6.      Exhibits
 
(a)              Exhibits
 
                  31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
 
                  32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
 
 
16
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
EL MANIEL INTERNATIONAL, INC.
   
November 12, 2010
By:  
/s/ KHOO HSIANG HUA
     
   
Director, CEO
 
 
 
 
17
 
 
 
Exhibit 31.1
 
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Khoo Hsiang Hua, certify that:

1.
I have reviewed this Amendment No. 2 on Form 10-Q/A of El Maniel International, Inc.;
   
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report;
   
4.
The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have:
     
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
     
 
c)
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
 
d)
Disclosed in this report any change in the small business issuer’s internal control over financing reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
   
5.
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
     
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
     
  
b)
Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
     
     
 Date:  November 12, 2010
 
   
/s/  KHOO HSIANG HUA
 
Khoo Hsiang Hua
Chief Executive Officer
Chief Financial Officer
 


 
 
 
Exhibit 32.1
 
 
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
 
In connection with this Amendment No. 2 to the Quarterly Report of El Maniel International , Inc. (the “Company”) on Form 10-Q/A for the period ending March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Khoo Hsiang Hua , Chief Executive Officer and Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
 
1.
Such Amendment No. 2 to the Quarterly Report on Form 10-Q/A for the period ending March 31, 2010 , fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.
The information contained in such Quarterly Report on Form 10-Q/A for the period ending March 31, 2010 , fairly presents, in all material respects, the financial condition and results of operations of El Maniel International, Inc.
 
Date: November 12, 2010
 
/s/ Khoo Hsiang Hua
Khoo Hsiang Hua
Chief Executive Officer
Chief Financial Officer