SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.1 TO FORM 10-K
FORM 10-K
(Mark One)
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2008
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission File No. 333-148988
EL MANIEL INTERNATIONAL, INC.
(Name of small business issuer in its charter)
| NEVADA | 562672870 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
7424 Brighton Village Drive Raleigh, NC | 27616 |
| (Address of principal executive offices) | (Zip Code) |
(919) 538-2305
(Registrant’s telephone number, including area code)
| Securities registered under Section 12(b) of the Exchange Act: | |
| Title of each class registered: | Name of each exchange on which registered: |
| None | None |
| Securities registered under Section 12(g) of the Exchange Act: | |
Common Stock, par value $.001 (Title of class) | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant 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 is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes xNo o
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)
Revenues for year ended September 30, 2008: $14,205
Aggregate market value of the voting common stock held by non-affiliates of the registrant as of September 30, 2008, was: $0
Number of shares of the registrant’s common stock outstanding as of January 6, 2009 was: 6,865,000
Transitional Small Business Disclosure Format: Yes x No o
PART I | ||
ITEM 1. | 1 | |
ITEM 2. | 2 | |
ITEM 3. | 2 | |
ITEM 4. | 3 | |
PART II | 3 | |
ITEM 5. | 3 | |
ITEM 6. | 3 | |
ITEM 7. | 3 | |
ITEM 7A. | 4 | |
ITEM 8. | F- | |
ITEM 9. | 5 | |
ITEM 9A. | 5 | |
PART III | 5 | |
ITEM 10. | 5 | |
ITEM 11. | 6 | |
ITEM 12. | 7 | |
ITEM 13. | 7 | |
ITEM 14. | 7 | |
PART IV | 8 | |
ITEM 15. | 8 | |
SIGNATURES | 9 |
PART I
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 runs 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.
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 is month to month until terminated by either party.
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.
We are not presently parties to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.
None.
PART II
There is presently no public market for our shares of common stock. We anticipate applying for trading of our common stock on the Over the Counter Bulletin Board. However, we can provide any assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.
Holders of Our Common Stock
As of January 6, 2009, 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.
Not applicable.
Plan of Operation
We have not begun operations, and we require outside capital to implement our business model. We believe we can begin to implement our plan to purchase and sell premium cigars. All functions will be coordinated and managed by our founder, including marketing, finance and operations.
We are in negotiations to finish the cigar box that will be used for the final product. We are also working to finish the web site which will be an important tool for the sale of the product. We have already begun to introduce the cigars to different consumer groups seeking to get some interest in the cigars. We hope to have the cigar box design finished and in production in the next 90 days. Once the cigar box is completed and the web site is operational we will begin to selectively introduce the product to various consumer groups. Our initial efforts will be to firms in the financial services industry. We will also work on wedding planners which we see as another source of early introduction. We have hired a marketing consultant who is planning a roll out of the product in the first 90 days after the web site is operational in an effort to have the product available for the holiday market.
Our intent is to engage a third-party order and fulfillment partner with all the necessary licenses to sell and deliver cigar products in the U.S. and Canada. This will allow us the fastest access to the markets through a well-established and experienced fulfillment organization. To launch the PLC™ Cigars product line in the next 90 days, we will begin by making a news announcement and targeting media coverage in a select list of cigar industry media. At launch, a small number of commissioned sales representatives will begin “seeding” select markets with sample boxes of our product along with marketing materials promoting the brand and driving prospective buyers to the web site or a toll-free telephone number for placing orders.
Over the next 12 months our target is 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 budgeted $150,000 for expenses over the next twelve months. This essentially covers 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 plan to initially order 1,000 units for inventory which will cost $24,300 with out the cost of shipping and handling. There will be an additional cost to fulfill the orders. We do not expect to have to carry much inventory if any of the cigars since the company making them will also be fulfilling orders. We expect the cost for each 1,000 units inclusive of everything except the cigar to be approximately $30,000. We have budgeted $40,000 to cover the up front cost for 1,000 units and some extra for unforeseen costs as well as the other overhead necessary for operations.
We expect the total cost of the marketing program for the first nine months to range up to $50,000. Within 90-120 days of the initiation of our marketing campaign, we believe that we will begin to generate additional business and an interest in our premium hand-rolled cigars. We have already made an initial sale and are currently implementing the initial product launch and marketing plan based upon feedback from this sale. We will assess efforts at the six-month mark to determine if additional funding is required to broaden advertising, seeding and marketing efforts to generate revenue levels necessary to begin to support operations.
At the 12-month mark, we plan to make another assessment of marketing and sales efforts and results. 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 market effectively 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 no 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, 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.
For the period from inception through September 30, 2008, we had $14,205 in revenue. Expenses for the period totaled $162,625 resulting in a loss of $161,415. Expenses of $162,625 for the period consisted of $24,916 for general and administrative expenses, $7,067 for advertising and $130,642 for professional fees.
Capital Resources and Liquidity
As of September 30, 2008 we had $22,546 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.
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.
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE | F-1 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
PAGE | F-2 | CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2008 AND 2007. |
PAGE | F-3 | CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2008 FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO SEPTEMBER 30, 2007, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO SEPTEMBER 30, 2008. |
PAGE | F-4 | CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO SEPTEMBER 30, 2008. |
PAGE | F-5 | CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 2008 FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO SEPTEMBER 30, 2007, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO SEPTEMBER 30, 2008. |
PAGES | F-6 - F-12 | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. |
 | Webb & Company, P.A. |
| Certified Public Accountants |
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, 2008 and 2007, and the related consolidated statements of operations, changes in shareholder's equity and cash flows for the year ended September 30, 2008 and the period from July 24, 2007 (inception) to September 30, 2007 and the period from July 24, 2007 (inception) to September 30, 2008. 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, 2008 and 2007 and the results of its consolidated operations and its cash flow for the for the year ended September 30, 2008 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 6 to the financial statements, the Company is in the development stage with minimal operations, used cash operations of $163,157 from inception and has a net loss since inception of $161,415 for the period from July 24, 2007 (inception) to September 30, 2008. This raises substantial doubt about its ability to continue as a going concern. Management's plans concerning this matter are also described in Note 6. 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
November 21, 2008
1501 Corporate Drive. Suite 150 • Boynton Beach. FL 33426
Telephone: (561) 752-1721 • Fox: (561) 734-8562
www.cpetwebb.corn
| El Maniel International, Inc. and Subsidiary | ||||||||
| (A Development Stage Company) | ||||||||
| Consolidated Balance Sheets | ||||||||
| ASSETS | ||||||||
| September 30, | September 30, | |||||||
| 2008 | 2007 | |||||||
| Current Assets | ||||||||
Cash | $ | 22,546 | $ | 55 | ||||
Prepaid expense | 750 | - | ||||||
Inventory | 4,198 | - | ||||||
Deposit | 10,650 | - | ||||||
Total Current Assets | 38,144 | 55 | ||||||
Property and Equipment, net | 2,310 | - | ||||||
Total Assets | $ | 40,454 | $ | 55 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 2,495 | $ | 12,932 | ||||
Loan payable - related party | 1,603 | 1,603 | ||||||
Total Liabilities | 4,098 | 14,535 | ||||||
Commitments and Contingencies | - | - | ||||||
Stockholders' Equity (Deficiency) | ||||||||
Common stock, $0.001 par value; 110,000,000 shares authorized, | ||||||||
6,865,000 and 5,100,000 issued and outstanding, respectively | 6,865 | 5,100 | ||||||
Additional paid-in capital | 190,906 | 10,971 | ||||||
Less: Stock subscription receivable | - | (10,000 | ) | |||||
Deficit accumulated during the development stage | (161,415 | ) | (20,551 | ) | ||||
Total Stockholders' Equity (Deficiency) | 36,356 | (14,480 | ) | |||||
Total Liabilities and Stockholders' Equity (Deficiency) | $ | 40,454 | $ | 55 | ||||
See accompanying notes to consolidated financial statements
| El Maniel International, Inc. and Subsidiary | ||||||||||||
| (A Development Stage Company) | ||||||||||||
| Consolidated Statements of Operations | ||||||||||||
| For the Year | For the Period from July 24, 2007 | For the Period from July 24, 2007 | ||||||||||
Ended September 30, 2008 | (inception) to September 30, 2007 | (inception) to September 30, 2008 | ||||||||||
Revenue | $ | 14,205 | $ | - | $ | 14,205 | ||||||
Cost of Revenue | (12,995 | ) | - | (12,995 | ) | |||||||
Gross Profit | 1,210 | - | 1,210 | |||||||||
Operating Expenses | ||||||||||||
Professional fees | 118,542 | 12,100 | 130,642 | |||||||||
Advertising expense | 7,067 | - | 7,067 | |||||||||
General and administrative | 16,465 | 8,451 | 24,916 | |||||||||
Total Operating Expenses | 142,074 | 20,551 | 162,625 | |||||||||
Loss from Operations | (140,864 | ) | (20,551 | ) | (161,415 | ) | ||||||
LOSS FROM OPERATIONS BEFORE INCOME TAXES | (140,864 | ) | (20,551 | ) | (161,415 | ) | ||||||
Provision for Income Taxes | - | - | - | |||||||||
NET LOSS | $ | (140,864 | ) | $ | (20,551 | ) | $ | (161,415 | ) | |||
Net Loss Per Share - Basic and Diluted | $ | (0.02 | ) | $ | (0.00 | ) | ||||||
Weighted average number of shares outstanding | ||||||||||||
during the year/period - Basic and Diluted | 6,805,795 | 5,005,882 | ||||||||||
See accompanying notes to consolidated financial statements
| El Maniel International, Inc. and Subsidiary | ||||||||||||||||||||||||
| (A Development Stage Company) | ||||||||||||||||||||||||
| Consolidated Statement of Stockholders' Equity (Deficiency) | ||||||||||||||||||||||||
| For the period from July 24, 2007 (Inception) to September 30, 2008 | ||||||||||||||||||||||||
| Deficit | ||||||||||||||||||||||||
| Common stock | Additional | accumulated during | Total Stockholder's | |||||||||||||||||||||
| paid-in | development | Subscription | Equity | |||||||||||||||||||||
| Shares | Amount | capital | stage | Receivable | (Deficiency) | |||||||||||||||||||
Balance July 24, 2007 | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Common stock issued for services to founder ($0.001) | 5,000,000 | 5,000 | - | - | - | 5,000 | ||||||||||||||||||
Common stock issued for cash ($0.10/ per share) | 100,000 | 100 | 9,900 | - | (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 | 5,100,000 | 5,100 | 10,971 | (20,551 | ) | (10,000 | ) | (14,480 | ) | |||||||||||||||
Cash collected on susbscription receivable | - | - | - | - | 10,000 | 10,000 | ||||||||||||||||||
Common stock issued for cash ($0.10/ per share) | 1,765,000 | 1,765 | 174,735 | - | - | 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 | 6,865,000 | $ | 6,865 | $ | 190,906 | $ | (161,415 | ) | $ | - | $ | 36,356 | ||||||||||||
See accompanying notes to consolidated financial statements
| El Maniel International, Inc. and Subsidiary | ||||||||||||
| (A Development Stage Company) | ||||||||||||
| Consolidated Statements of Cash Flows | ||||||||||||
| For the Year | For the Period From July 24, 2007 | For the Period From July 24, 2007 | ||||||||||
Ended September 30, 2008 | (Inception) to September 30, 2007 | (Inception) to September 30, 2008 | ||||||||||
| Cash Flows Used In Operating Activities: | ||||||||||||
Net Loss | $ | (140,864 | ) | $ | (20,551 | ) | $ | (161,415 | ) | |||
Adjustments to reconcile net loss to net cash used in operations | ||||||||||||
Amortization and Depreciation | 190 | - | 190 | |||||||||
Common stock issued for services | - | 5,000 | 5,000 | |||||||||
In-kind contribution of services | 5,200 | 971 | 6,171 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
(Increase)/Decrease in prepaid expense | (750 | ) | - | (750 | ) | |||||||
(Increase)/Decrease in inventory | (4,198 | ) | - | (4,198 | ) | |||||||
(Increase)/Decrease in deposit | (10,650 | ) | - | (10,650 | ) | |||||||
Increase/(Decrease) in accounts payable and accrued expenses | (10,437 | ) | 12,932 | 2,495 | ||||||||
Net Cash Used In Operating Activities | (161,509 | ) | (1,648 | ) | (163,157 | ) | ||||||
Cash Flows From Investing Activities: | ||||||||||||
Payment for property and equipment | (2,500 | ) | - | (2,500 | ) | |||||||
Net Cash Used In Investing Activities | (2,500 | ) | - | (2,500 | ) | |||||||
Cash Flows From Financing Activities: | ||||||||||||
Proceeds from loan payable- related party | - | 1,603 | 1,603 | |||||||||
In-kind contribution of cash | - | 100 | 100 | |||||||||
Proceeds from issuance of common stock | 186,500 | - | 186,500 | |||||||||
Net Cash Provided by Financing Activities | 186,500 | 1,703 | 188,203 | |||||||||
Net Increase in Cash | 22,491 | 55 | 22,546 | |||||||||
Cash at Beginning of Year/Period | 55 | - | - | |||||||||
Cash at End of Year/Period | $ | 22,546 | $ | 55 | $ | 22,546 | ||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Cash paid for interest | $ | - | $ | - | $ | - | ||||||
Cash paid for taxes | $ | - | $ | - | $ | - | ||||||
See accompanying notes to consolidated financial statements
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 and 2007
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Organization
El Maniel International, Inc. (a development stage company) was incorporated under the laws of the State of Nevada on July 24, 2007. El Maniel Cigar Company (a development stage company) was incorporated under the laws off the State of Nevada on September 24, 2007. El Maniel International, Inc. and El Maniel Cigar Company (the “Company”) are creating a new premium brand of cigar.
Activities during the development stage include developing the business plan and raising capital.
(B) Principles of Consolidation
The accompanying consolidated financial statements include the accounts of El Maniel International, Inc. from July 24, 2007 (inception) and its 100% owned subsidiary El Maniel Cigar Company. 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 September 30, 2008 and 2007, respectively, the Company had no cash equivalents.
(E) Website Development Costs
The Company has adopted the provisions of EITF 00-2, "Accounting for Web Site Development Costs." Costs incurred in the planning stage of a website are expensed while costs incurred in the development stage are capitalized and amortized over the estimated three-year life of the asset. For the period ended September 30, 2008 and 2007, the Company paid $2,500 and $0, respectively, to develop its website.
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 and 2007
(F) Loss Per Share
Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” As of September 30, 2008 and 2007, respectively, there were no common share equivalents outstanding.
(G) Income Taxes
The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”). Under SFAS 109, 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 SFAS 109, 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. As of September 30, 2008, the Company has a net operating loss carryforward of approximately $149,819 available to offset future taxable income through 2028. The valuation allowance at September 30, 2008 was $57,761. The net change in the valuation allowance for the period ended September 30, 2008 was an increase of $52,804.
(H) Business Segments
The Company operates in one segment and therefore segment information is not presented.
(I) Concentrations
During 2008, the Company purchased 100% of its cigars from one vendor.
(J) Revenue Recognition
The Company recognized revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases, 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. During 2008, one customer accounted for 100% of the Company’s sales.
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 and 2007
(K) Inventories
Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Provision for potentially obsolete or slow moving inventory is made based on management's analysis of inventory levels and future sales forecasts. Inventory consisted of the following at September 30, 2008 and 2007:
| September 30, 2008 | September 30, 2007 | |||||||
Raw Materials | $ | 2,250 | $ | - | ||||
Work in Process | - | - | ||||||
Finished Goods | 1,948 | - | ||||||
Provision for obsolescence | - | - | ||||||
Net Inventory | $ | 4,198 | $ | - | ||||
(L) Advertising and Promotional Expense
Advertising and other product-related costs are charged to expense as incurred. For the years ended September 30, 2008 and 2007, advertising expense was $7,067 and $0, respectively.
(M) Reclassification
Certain amounts from prior period have been reclassified to conform to the current period presentation.
(N) Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 and 2007
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement.
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 and 2007
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the principles used in preparation of financial statements that are presented in conformity with GAAP. The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.
In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.
NOTE 2 PROPERTY AND EQUIPMENT
At September 30, 2008 and 2007, property and equipment is as follows:
| 2008 | 2007 | |||||||
Website costs | $ | 2,500 | $ | - | ||||
Less accumulated amortization | (190 | ) | - | |||||
$ | 2,310 | $ | - | |||||
Amortization expense for the years ended September 30, 2008 and 2007 was $190 and $0, respectively.
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 and 2007
NOTE 3 STOCKHOLDERS’ EQUITY
(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).
For the period from July 24, 2007 (inception) through September 30, 2007, the Company issued 100,000 shares of commons stock for a subscription receivable of $10,000 ($0.10/share). The subscription receivable was collected on October 17, 2007.
(B) In-Kind Contribution of Services
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, 2008, the shareholder of the Company contributed cash of $100 to cover the costs of setting up the subsidiary.
(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.
(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.
EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2008 and 2007
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. The agreement is in effect until cancelled by either party.
NOTE 5 RELATED PARTY TRANSACTIONS
As of September 30, 2008 the shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(B)).
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.
For the year ended September 30, 2007 the shareholder of the Company contributed services having a fair value of $971 (See Note 3(B)).
As of September 30, 2008 the shareholder of the Company contributed cash of $100 to cover the costs of setting up the subsidiary (See Note 3(C)).
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 $163,157 from inception and has a net loss since inception of $161,415 for the period from July 24, 2007 (inception) to September 30, 2008. 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.
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.
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, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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 | 39 | Chairman, President, and Chief Executive Officer |
| Rafael Tejeda | 47 | 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. Mrs. 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.
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, 2008.
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 is filed herewith as an exhibit.
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, 2008 and 2007 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
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 | 2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| Officer | 2007 | - | - | 5,000 | - | - | - | - | 5,000 | ||||||||||||||||||||||||
| Rafael Tejeda, | 2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| Secretary, Director | 2007 | - | - | - | - | - | - | - | 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.
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 | 5,000,000 | 72.83% |
Rafael Tejeda Porfirio Herrera #34, Apto. 304, Evaristo Morales, Santo Domingo | 0 | 0% |
None
Audit Fees
For the Company’s fiscal years ended September 30, 2008 and 2007, we were billed approximately $12,030 and $0 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, 2008 and 2007.
Tax Fees
For the Company’s fiscal years ended September 30, 2008 and 2007, 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, 2008 and 2007.
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 percentage 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.
PART IV
a) Documents filed as part of this Annual Report
1. Consolidated Financial Statements
2. Financial Statement Schedules
3. Exhibits
Exhibits # Title
| 14 | Code of Ethics |
| 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 |
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/Barbara Tejeda |
Founder, Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director |
| Dated | January 6, 2009 |
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/ Barbara Tejeda | Founder, Chairman, Chief Executive Officer, | January 6, 2009 | |
| Barbara Tejeda | Chief Financial Officer, Chief Accounting Officer and Director |
-9-