El Maniel International (EMLL) 10-Q 2010 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, 2009

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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o    Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes x No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of as of February 16, 2010:    96,110,000 shares of Common Stock.  

EL MANIEL INTERNATIONAL, INC.

FORM 10-Q

December 31, 2009

INDEX

PART I--FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition	14
Item 3	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4T.	Control and Procedures	17
PART II--OTHER INFORMATION
Item 1	Legal Proceedings	18
Item 1A	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits and Reports on Form 8-K	18
SIGNATURE		19

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, 2009 (UNAUDITED) AND SEPTEMBER 30, 2009
PAGE	2	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO DECEMBER 31, 2009 (UNAUDITED).
PAGE	3	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’DEFICIENCY FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO DECEMBER 31, 2009 (UNAUDITED).
PAGE	4	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 24, 2007 (INCEPTION) TO DECEMBER 31, 2009 (UNAUDITED).
PAGES	5 - 12	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).

1

El Maniel International, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Balance Sheets
		December 31			September 30,
ASSETS		2009			2009
		(Unaudited)
Current Assets
	Cash	$	91		$	919
Total Current Assets			91			919
	Property  and Equipment, net		-			2,460
Total  Assets		$	91		$	3,379
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable		$	8,693		$	1,419
	Sales tax payable		-			540
	Note payable		49,509			49,349
	Loan payable - related party		1,081			1,081
Total  Liabilities			59,283			52,389
Commitments and Contingencies
Stockholders' Deficiency
Common stock, $0.001 par value; 110,000,000 shares authorized,
96,110,000 and 96,110,000 issued and outstanding, respectively			96,110			96,110
Additional paid-in capital			109,307			106,861
Deficit accumulated during the development stage			(264,609	)		(251,981	)
Total Stockholders' Deficiency			(59,192	)		(49,010	)
Total Liabilities and Stockholders' Deficiency		$	91		$	3,379

See accompanying notes to condensed consolidated unaudited financial statements.

2

El Maniel International, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Statements of Operations
(Unaudited)
	For the Three Months Ended						For the period from July 24, 2008  (inception) to December 31, 2009
	December 31, 2009			December 31, 2008
Revenue	$	-		$	2,500		$	20,060
Cost of Revenue		-			(1,949	)		(47,041	)
Gross Profit		-			551			(26,981	)
Operating Expenses
Professional fees		7,206			18,206			183,646
Advertising expense		-			2,145			9,212
General and administrative		4,276			3,020			43,624
Total Operating Expenses		11,482			23,371			236,482
Loss from Operations		(11,482	)		(22,820	)		(263,463	)
Other Expenses
Interest Expense		(1,146	)		-			(1,146	)
LOSS FROM OPERATIONS BEFORE INCOME TAXES		(12,628	)		(22,820	)		(264,609	)
Provision for Income Taxes		-			-			-
NET LOSS	$	(12,628	)	$	(22,820	)	$	(264,609	)
Net Loss Per Share  - Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding
during the year - Basic and Diluted		96,110,000			96,110,000

See accompanying notes to condensed consolidated unaudited financial statements.

3

El Maniel International, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Statement of Stockholders' Deficiency
For the period from July 24, 2007 (Inception) to December 31, 2009
(Unaudited)
								Deficit
	Common stock				Additional			accumulated during the						Total
					paid-in			development			Subscription			Stockholder's
	Shares		Amount		capital			stage			Receivable			Deficiency
Balance July 24, 2007		-	$	-	$	-		$	-		$	-		$	-
Common stock issued for services to founder ($0.001)		70,000,000		70,000		(65,000	)		-			-			5,000
Common stock issued for cash ($0.10/ per share)		1,400,000		1,400		8,600			-			(10,000	)		-
In kind contribution of cash		-		-		100			-			-			100
In kind contribution of services		-		-		971			-			-			971
Net loss for the period July 24, 2007 (inception) to September 30, 2007		-		-		-			(20,551	)		-			(20,551	)
Balance, September 30, 2007		71,400,000		71,400		(55,329	)		(20,551	)		(10,000	)		(14,480	)
Cash collected on subscription receivable		-		-		-			-			10,000			10,000
Common stock issued for cash ($0.10/ per share)		24,710,000		24,710		151,790			-			-			176,500
In kind contribution of services		-		-		5,200			-			-			5,200
Net loss, for the year ended September 30, 2008		-		-		-			(140,864	)		-			(140,864	)
Balance, September 30, 2008		96,110,000		96,110		101,661			(161,415	)		-			36,356
In kind contribution of services		-		-		5,200			-			-			5,200
Net loss, for the year ended September 30, 2009		-		-		-			(90,566	)		-			(90,566	)
Balance,  September 30, 2009		96,110,000		96,110		106,861			(251,981	)		-			(49,010	)
In kind contribution of interest		-		-		1,146			-			-			1,146
In kind contribution of services		-		-		1,300			-			-			1,300
Net loss, for the period ended December 31, 2009		-		-		-			(12,628	)		-			(12,628	)
Balance, for the period ended December 31, 2009		96,110,000	$	96,110	$	109,307		$	(264,609	)		-		$	(59,192	)

See accompanying notes to condensed consolidated unaudited financial statements.

4

El Maniel International, Inc. and Subsidiary
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	For the Three Months Ended December 31, 2009			For the Three Months Ended December 31, 2008			For the Period From July 24, 2007 (Inception) to December 31, 2009
Cash Flows Used In Operating Activities:
Net Loss	$	(12,628	)	$	(22,820	)	$	(264,609	)
Adjustments to reconcile net loss to net cash used in operations
Amortization		328			284			1,776
Loss on impairment of inventory		-			-			30,252
Loss on impairment of website		2,132			-			2,132
Common stock issued for services		-			-			5,000
In-kind contribution of services		1,300			1,300			12,671
In-kind contribution of interest		1,146			-			1,146
Changes in operating assets and liabilities:
(Increase)/Decrease in prepaid expense		-			250			-
(Increase)/Decrease in inventory		-			(19,352	)		(30,252	)
(Increase)/Decrease in deposit		-			10,650			-
Increase/(Decrease) in accounts payable and accrued expenses		6,734			8,419			8,693
Net Cash Used In Operating Activities		(988	)		(21,269	)		(233,191	)
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 note payable		-			-			-
Proceeds from loan payable- related party		448			(5	)		3,052
Repayment of loan payable - related party		(288	)		-			(1,811	)
In-kind contribution of cash		-			-			100
Proceeds from loans payable		-			1,000			50,349
Repayment of loan payable		-			-			(1,000	)
Proceeds from issuance of common stock		-			-			186,500
Net Cash Provided by Financing Activities		160			995			237,190
Net Decrease/(Decrease) in Cash		(828	)		(21,682	)		91
Cash at Beginning of Year/Period		919			22,546			-
Cash at End of Year/Period	$	91		$	864		$	91
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

See accompanying notes to condensed consolidated unaudited financial statements.

5

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009

(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 condensed 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, 2009 and 2008, respectively, the Company had no cash equivalents.

6

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009

(UNAUDITED)

(E) Website 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, 2009 and for the year ended September 30, 2009 the Company paid $0 and $3,908, 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 FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” As of December 31, 2009 and 2008, respectively, there were no common share equivalents outstanding.

(G) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(H) Business Segments

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

(I)  Concentrations

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

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

(J) Revenue Recognition

The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”).  Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.  Revenue is recognized when products are received and accepted by the customer.  Risk of loss transfers from the manufacturer to the Company upon shipment of product from the warehouse.

7

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009

(UNAUDITED)

(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. At September 30, 2009, the Company determined that inventory on hand was slow moving and recognized an impairment loss of $30,252.  Inventory consisted of the following at December 31, 2009 and September 30, 2009:

	December 31, 2009		September 30, 2009
Raw Materials	$	-	$	23,550
Work in Process		-		-
Finished		-		6,702
Provision for impairment		-		(30,252	)
Net Inventory	$	-	$	-

(L) Advertising and Promotional Expense

Advertising and other product-related costs are charged to expense as incurred. For the thre three months  ended December 31, 2009 and 2008 and for the period from July 24, 2007(inception) to December 31, 2009, advertising expense was $0, $2,145, and $11,627 respectively.

(M) Reclassification

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

(N) Recent Accounting Pronouncements

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

8

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009

(UNAUDITED)

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

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

NOTE 2 PROPERTY AND EQUIPMENT

At December 31, 2009 and September 30, 2009 property and equipment is as follows:

	December 31, 2009			September 30, 2009
Website costs	$	3,908		$	3,908
Less accumulated amortization		(1,776	)		(1,448)
Provision for impairment		(2,132)		_
	$	-		$	2,460

9

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009

(UNAUDITED)

Amortization expense for the three months ended December 31, 2009 and 2008 and the period from July 24, 2007 (inception) to December 31, 2009 was $328, $284 and $1,776, respectively.  At December 31, 2009, the Company recognized an impairment loss of $2,132.

NOTE 3 LOANS PAYABLE

On December 12, 2009, a non related party loaned the Company $448.  The loan is noninterest bearing and payable on demand. A loan payment of $11 has been made and as of December 31, 2009, the loan balance is $436 and is not in default.For the period ended December 31, 2009, the Company recorded contributed interest expense having a fair value of $1.

For the year ended September 30, 2009, a related party loaned the Company $483.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand.  As of September 30, 2009, the loan balance has been repaid and the loan payable is $0 (See Note 6).

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

On August 11, 2009, a non related party loaned the Company $48,000. The Company entered into a written promissory note concerning this obligation. The loan is noninterest bearing and payable on demand.  As of December 31, 2009, the loan balance is $48,000 and is not in default.  For the period ended December 31, 2009, the Company recorded contributed interest expense having a fair value of $934.

During February 2009, a non related party loaned the Company $1,073. The Company entered into a written promissory note concerning this obligation. The loan is noninterest bearing and payable on demand. As of December 31, 2009, the loan balance is $1,073 and is not in default. For the period ended December 31, 2009, the Company recorded contributed interest expense having a fair value of $47.

10

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009

(UNAUDITED)

During December 2008, the Company received $518 from a relative of the principal stockholder. Pursuant to the terms of the loan, the loan is noninterest bearing and due on demand. As of September 30, 2009, the loan balance has been repaid and the loan payable is $0.  For the period ended December 31, 2009, the Company recorded contributed interest expense having a fair value of $34 (See Note 6).

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 December 31, 2009, the Company still owes $1,081 to the principal shareholder.  For the period ended December 31, 2009, the Company recorded contributed interest expense having a fair value of $129 (See Note 6).

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).  As a result of the forward split, the 1,765,000 were increased to 24,710,000 shares ($0.007/share).

For the period from July 24, 2007 (inception) through September 30, 2007, the Company issued 100,000 shares of common stock for a subscription receivable of $10,000 ($0.10/share).  The subscription receivable was collected during the period ending December 31, 2007.  As a result of the forward split the 100,000 were increased to 1,400,000 shares ($0.007/share).

(B) In-Kind Contribution of Services

For the period ended December 31, 2009, the Company recorded contributed interest expense having a fair value of $1,146 (See Note 3).

For the period ended December 31, 2009, a shareholder of the Company contributed services having a fair value of $1,300 (See Note 6).

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

11

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009

(UNAUDITED)

(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).  As a result of the forward split 5,000,000 shares were increased to 70,000,000 shares ($0.00007/share).

(E) Acquisition Agreement

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

(F) Stock Split

On August 5, 2009, the Company's Board of Directors declared a fourteen-for-one stock split which was distributed on August 5, 2009 to shareholders of record.  A total of 89,245,000 shares of common stock were issued.  All basic and diluted loss per share and average shares outstanding information has been adjusted to reflect the aforementioned stock split.

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.

12

EL MANIEL INTERNATIONAL, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009

(UNAUDITED)

NOTE 6 RELATED PARTY TRANSACTIONS

For the period ended December 31, 2009, the Company recorded related party contributed interest expense having a fair value of $1,146 (See Note 3).

For the period ended December 31, 2009, a shareholder of the Company contributed services having a fair value of $1,300 (See Note 4(B)).

For the year ended September 30, 2009, a shareholder of the Company contributed services having a fair value of $5,200 (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, 2009, a related party loaned the Company $483.  The Company entered into a written promissory note concerning this obligation.  The loan is noninterest bearing and payable on demand.  As of September 30, 2009, the loan balance has been repaid and the loan payable is $0 (See Note 3).

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 December 31, 2009, the Company still owes $1,081 to the principal shareholder (See Note 3).

During December 2008, the Company received $518 from a relative of the principal stockholder. Pursuant to the terms of the loan, the loan is noninterest bearing and due on demand. As of September 30, 2009, the loan balance has been repaid and the loan payable is $0 (See Note 3).

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 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)). As a result of the forward split 5,000,000 shares were increased to 70,000,000 shares ($0.0007/share).

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 $233,191 from inception and has a net loss since inception of $264,609 for the period from July 24, 2007 (inception) to December 31, 2009.  In addition, there is a working capital deficiency of $59,192 and stockholders’ deficiency of $57,060 as of December 31, 2009.  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.

NOTE 8 SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through February 10, 2010, the date the financial statements were issued.

On January 11, 2010, a non related party loaned the Company $538. The Company entered into a written promissory note concerning this obligation. The loan is noninterest bearing and payable on demand.

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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 completed the cigar box and ordered 1,000 boxes for inventory. Additionally we have ordered and paid for cigars that are being held in inventory by the manufacturer for delivery as we are able to make sales. We have also finished the web site which we continue to try to use as a 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. With the cigar box completed and the web site  operational we will continue to selectively introduce the product to various consumer groups. Our initial efforts were to firms in the financial services industry but that has only resulted in limited sales. We will begin work on wedding planners which we see a possible source of early introduction. We have hired a marketing consultant who is helping to roll out the product now that we have inventory and an  operational web site.

We continue to look for 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 would allow us the fastest access to the markets through a well-established and experienced fulfillment organization.

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 and local festivals such as the Durham Beer Festival.

We have run through our initial marketing budget primarily through the purchase of inventory and initial marketing expenses.  This essentially covered the cost of inventory to fulfill orders that may come from the marketing efforts. We have a cost for each box of $21.50 and a replaceable placard for personalizing the boxes at $2.80 per box. We initially ordered 1,000 units for inventory at a cost of approximately $24,300 without the cost of shipping and handling. There will be an additional cost to fulfill the orders. We do not expect to have to carry a heavy inventory of the cigars since the company making them will also be fulfilling orders.

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

If we are unable to gain any market share for our premium cigars, we may have to suspend or cease our efforts.  If we cease our previously stated efforts, we do not have plans to pursue other business opportunities.  If we cease operations, investors will not receive any return on their investments.  We are still pursuing this plan but to date we have not been able to raise additional funds through either debt or equity offerings. Without this additional cash we have been unable to gain a market share for our product. As a result of the foregoing, we may begin to explore our options regarding the development of a new business plan and direction.

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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 concluding 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, 2009, we had $0 in revenue and $0 of cost of goods sold for a gross profit of $0.  Expenses for the period totaled $12,628 resulting in a loss of $0. Expenses of $12,628 for the period consisted of $4,276 for general and administrative expenses, $0 for advertising expenses and $7,206 for professional fees.

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, 2009, we had $20,060 in revenue. ($47,041) of cost of goods sold for a gross loss of ($26,981).  Expenses for the period totaled $236,482 resulting in a loss of $264,609. Expenses of $236,482 for the period consisted of $43,624 for general and administrative expenses, $9,212for advertising and $183,646for professional fees.

Capital Resources and Liquidity

As of December 31, 2009 we had total current assets of $91 which consisted of $91 in cash and $0 in inventory which are cigar boxes that we have in inventory as of December 31, 2009.

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 for the next twelve months.

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $20,000. 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.

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We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

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

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 166 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 167 will have on its financial statements.

Off Balance Sheet Transactions

We have no off-balance sheet arrangements.

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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. 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 Financial Officer (“CFO”) (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 CFO 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 CFO, as appropriate, to allow timely decisions regarding required disclosure.

(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.

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PART II - OTHER INFORMATION

Item 1.      Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.   Risk Factors.

None

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.      Defaults Upon Senior Securities.

None.

Item 4.      Submission of Matters to a Vote of Security Holders.

On August 5, 2009, the Company's Board of Directors and the majority of the shareholders declared a fourteen-for-one stock split to be effected in the form of a stock dividend.  The stock split was distributed on August 5, 2009 to shareholders of record.  A total of 89,245,000 shares of common stock were issued.  All basic and diluted loss per share and average shares outstanding information has been adjusted to reflect the aforementioned stock dividend.

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: February 16, 2010	By:	/s/ Barbara Tejeda
		Barbara Tejeda
		Founder, Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director

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