El Maniel International (EMLL) 10-Q 2009 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

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 December 31, 2008

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.)

7424 Brighton Village Drive, Raleigh, NC 27616

 (Address of Principal Executive Offices)

 _______________

(919) 538-2305

 (Issuer Telephone number)

_______________

 (Former Name or Former Address if Changed Since Last Report)

Check whether the issuer (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 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 x No o 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of as of January 28, 2009:  6,865,000 shares of Common Stock.  

EL MANIEL INTERNATIONAL, INC.

FORM 10-Q

December 31, 2008

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4T.	Control and Procedures

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings
Item 1A	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K

SIGNATURE

Item 1. Financial Information

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	1	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2008 (UNAUDITED) AND AS OF SEPTEMBER 30, 2008.
PAGE	2	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2008  AND 2007, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO DECEMBER 31, 2008 (UNAUDITED).
PAGE	3	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO DECEMBER 31, 2008 (UNAUDITED).
PAGE	4	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 AND 2007, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO DECEMBER 31, 2008 (UNAUDITED).
PAGES	5 - 12	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).

El Maniel International, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Balance Sheets
ASSETS
	December 31,			September 30,
	2008			2008
	(Unaudited)
Current Assets
Cash	$	864		$	22,546
Prepaid expense		500			750
Inventory		23,550			4,198
Deposit		-			10,650
Total Current Assets		24,914			38,144
Property  and Equipment, net		3,434			2,310
Total  Assets	$	28,348		$	40,454
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	10,914		$	2,495
Loan payable		1,000			-
Loan payable - related party		1,598			1,603
Total  Liabilities		13,512			4,098
Commitments and Contingencies
Stockholders' Equity
Common stock, $0.001 par value; 110,000,000 shares authorized,
6,865,000 and 6,865,000 issued and outstanding, respectively		6,865			6,865
Additional paid-in capital		192,206			190,906
Deficit accumulated during the development stage		(184,235	)		(161,415	)
Total Stockholders' Equity		14,836			36,356
Total Liabilities and Stockholders' Equity	$	28,348		$	40,454

See accompanying notes condensed consolidated unaudited financial statements

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El Maniel International, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Statements of Operations
(Unaudited)
	For the Three Months Ended			For the Three Months Ended			For the Period from July 24, 2007 (inception) to
	December 31, 2008			December 31, 2007			December 31, 2008
Revenue	$	2,500		$	14,000		$	16,705
Cost of Revenue		(1,949	)		(12,995	)		(14,944	)
Gross Profit		551			1,005			1,761
Operating Expenses
Professional fees		18,206			26,000			148,848
Advertising expense		2,145			-			9,212
General and administrative		3,020			4,203			27,936
Total Operating Expenses		23,371			30,203			185,996
LOSS FROM OPERATIONS BEFORE INCOME TAXES		(22,820	)		(29,198	)		(184,235	)
Provision for Income Taxes		-			-			-
NET LOSS	$	(22,820	)	$	(29,198	)	$	(184,235	)
Net Loss Per Share  - Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding
during the year/period - Basic and Diluted		6,865,000			6,627,527

See accompanying notes condensed consolidated unaudited financial statements

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El Maniel International, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Statement of Stockholders' Equity (Deficiency)
For the period from July 24, 2007 (Inception) to December 31, 2008
(Unaudited)
							Deficit
	Common stock				Additional		accumulated during the						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
In kind contribution of services		-		-	��	1,300		-			-			1,300
Net loss, for the period ended December 31, 2008		-		-		-		(22,820	)		-			(22,820	)
Balance,  December 31, 2008		6,865,000	$	6,865	$	192,206	$	(184,235	)	$	-		$	14,836

See accompanying notes condensed consolidated unaudited financial statements

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El Maniel International, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	For the Three Months Ended			For the Three Months Ended			For the Period From July 24, 2007 (Inception) to
	December 31, 2008			December 31, 2007			December 31, 2008
Cash Flows Used In Operating Activities:
Net Loss	$	(22,820	)	$	(29,198	)	$	(184,235	)
Adjustments to reconcile net loss to net cash used in operations
Amortization		284			-			474
Common stock issued for services		-			-			5,000
In-kind contribution of services		1,300			1,300			7,471
Changes in operating assets and liabilities:
(Increase)/Decrease in accounts receivable		-			(14,000	)
(Increase)/Decrease in prepaid expense		250			-			(500	)
(Increase)/Decrease in inventory		(19,352	)		(2,250	)		(23,550	)
(Increase)/Decrease in deposit		10,650			-			-
Increase/(Decrease) in accounts payable and accrued expenses		8,419			(12,067	)		10,914
Net Cash Used In Operating Activities		(21,269	)		(56,215	)		(184,426	)
Cash Flows From Investing Activities:
Payment for intangible asset		(1,408	)		-			(3,908	)
Net Cash Used In Investing Activities		(1,408	)		-			(3,908	)
Cash Flows From Financing Activities:
Proceeds from loan payable- related party		518			-			2,121
Repayments of loan payable - related party		(523	)					(523)
In-kind contribution of cash		-			-			100
Proceeds from loan payable		1,000			-			1,000
Proceeds from issuance of common stock		-			186,500			186,500
Net Cash Provided by Financing Activities		995			186,500			189,198
Net Increase /(Decrease) in Cash		(21,682	)		130,285			864
Cash at Beginning of Year/Period		22,546			55			-
Cash at End of Year/Period	$	864		$	130,340		$	864
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

See accompanying notes condensed consolidated unaudited financial statements

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EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

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

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

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 4(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 December 31, 2008 and September 30, 2008, respectively, the Company had no cash equivalents.

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EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008

(UNAUDITED)

(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 December 31, 2008 and September 30, 2008, the Company paid $3,908 and $2,500, respectively, to develop its website.

(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 December 31, 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.

(H) Business Segments

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

(I)  Concentrations

For the year ended September 30, 2008 and the three months ended December 31, 2008 , the Company purchased 100% of its cigars from one vendor.

For both the three months ended December 31, 2008 and 2007, one customer accounted for 100% of the Company’s sales.

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EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008

(UNAUDITED)

(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.

(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 December 31, 2008 and September 30, 2008:

	December 31, 2008		September 30, 2008
Raw Materials	$	2,250	$	2,250
Work in Process		-		-
Finished		21,300		1,948
Provision for obsolescence		-		-
Net Inventory	$	23,550	$	4,198

(L) Advertising and Promotional Expense

Advertising and other product-related costs are charged to expense as incurred. For the three months ended December 31, 2008 and 2007 and for the period from July 24, 2007 (Inception) to December 31, 2008 , advertising expense was $2,145, $ 0 and $9,212, respectively .

(M) Reclassification

Certain amounts from prior period have been reclassified to conform to the current period presentation.

(N) Recent Accounting Pronouncements

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.

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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.

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. SFAS No. 162 is effective 60 days after it receives approval from the Securities and Exchange Commission. 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.

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EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008

(UNAUDITED)

NOTE 2 PROPERTY AND EQUIPMENT

At December 31, 2008 and September 30, 2008 , property and equipment is as follows:

	December 31, 2008			September 30, 2008
Website costs	$	3,908		$	2,500
Less accumulated amortization		(474	)		(190	)
	$	3,434		$	2,310

Amortization expense for the period ended December 31, 2008 and 2007 and the period from July 24, 2007 (inception) to December 31, 2008 was $284, $0 and $474, respectively.

NOTE 3 LOAN PAYABLE

During December 2008, a non related party loaned the Company $1,000. The Company entered into a written promissory note concerning this obligation. The loan is noninterest bearing and payable on demand. As of December 31, 2008, the loan payable is $1,000 and is not in default.

For the quarter ended December 31, 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 in 120 days or as sales increase. As of December 31 , 2008, the Company still owes $518 to the relative of the principal of the stockholder and is not in default (See Note 6).

For the year ended September 30, 2008 , 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 December 31 , 2008, the Company still owes $1,080 to the principal shareholder and is not in default (See Note 6).

-9-

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008

(UNAUDITED)

NOTE 4 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 during the period ending December 31, 2007.

(B) In-Kind Contribution of Services

For the quarter ended December 31, 2008, a shareholder of the Company contributed services having a fair value of $1,300 (See Note 6).

As of September 30, 2008, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 6).

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 6)

(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 6)

(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).

(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 ,

(See Note 1(B)).

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EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008

(UNAUDITED)

NOTE 5 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 6 RELATED PARTY TRANSACTIONS

For the period ended December 31, 2008, a shareholder of the Company contributed services having a fair value of $1,300 (See Note 4(B)).

As of September 30, 2008, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 4(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. As of September 30, 2008, the Company still owes $1,080 to the principal shareholder and is not in default (See Note 3).

For the quarter ended  December 31 , 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 in 120 days or as sales increase. As of December 31 , 2008, the Company still owes $518 to the relative of the principal of the stockholder , and is not in default (See Note 3).

For the year ended September 30, 2007 the shareholder of the Company contributed services having a fair value of $971 (See Note 4(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 4(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 4 (D)).

During the period ended December 31, 2008, the Company had a related party sale of $2,500.

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EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008

(UNAUDITED)

NOTE 7 GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with minimal operations, used cash in operations of $184,426 from inception and has a net loss since inception of $184,235 for the period from July 24, 2007 (inception) to December 31, 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.

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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

We have begun limited operations, and we require outside capital to implement our business model. We have begun 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.

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Limited Operating History

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

Results of Operation

For the quarter ended December 31, 2008, we had $2,500 in revenue and $1,949 of cost of goods sold for a gross profit of $551. Expenses for the period totaled $23,371 resulting in a loss of $22,820. Expenses of $23,371 for the period consisted of $3,020 for general and administrative expenses, $2,145 for advertising expenses and $18,206 for professional fees.

For the period from inception through December 31, 2008, we had $16,705 in revenue. Expenses for the period totaled $185,996 resulting in a loss of $184,235. Expenses of $185,996 for the period consisted of $27,936 for general and administrative expenses, $9,212 for advertising and $148,848 for professional fees.

Capital Resources and Liquidity

As of December 31, 2008 we had $864 in cash.

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

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

Critical Accounting Policies

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

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

Recent Accounting Pronouncements

In 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.

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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.

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. SFAS No. 162 is effective 60 days after it receives approval from the Securities and Exchange Commission. 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.

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.

Item 4T.  Controls and Procedures

a)   Evaluation of Disclosure Controls. Barbara Tejeda, our President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors, evaluated the effectiveness of our disclosure controls and procedures as of the end of our first fiscal quarter 2009 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on her evaluation, Ms. Tejeda concluded that our disclosure controls and procedures were effective as of December 31, 2008.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions

(b)   Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our management team will continue to evaluate our internal control over financial reporting in 2009 as we implement our Sarbanes Oxley Act testing. 

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PART II - OTHER INFORMATION

Item 1.      Legal Proceedings.

Currently we are not aware of any litigation pending or threatened by or against the Company.

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.      Submission of Matters to a Vote of Security Holders.

None.

Item 5.     Other Information.

None

Item 6.      Exhibits and Reports of Form 8-K.

(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

(b)             Reports of Form 8-K  

                  None.

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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.
Date: January 28, 2009	By:	/s/ Barbara Tejeda
		Barbara Tejeda
		Founder, Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director

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