Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: SB-2 Registration Statement HTML 348K
2: EX-3.1 Articles of Incorporation HTML 40K
3: EX-3.2 By-Laws HTML 58K
4: EX-5.1 Opinion of Anslow & Jaclin, LLP HTML 9K
5: EX-10.1 Stock Purchase Agreement and Share Exchange HTML 103K
6: EX-23.1 Consent of Webb & Company, P.A. HTML 8K
(Exact
Name of Small Business Issuer in
its Charter)
Nevada
562672870
(State
of Incorporation)
(Primary
Standard Classification
Code)
(IRS
Employer ID
No.)
7424
Brighton Village
Drive
Raleigh,
NC 27616
(919)
538-2305
Address
and Telephone Number of
Registrant’s Principal
Executive
Offices and Principal Placeof
Business)
Corporation
Service
Company
502
East John Street
Carson
City, Nevada 89706
(Name,
Address and Telephone
Number of Agent for Service)
Copies
of communications
to:
GREGG
E. JACLIN,
ESQ.
ANSLOW
&
JACLIN,
LLP
195
Route 9 South,
Suite204
Manalapan,
NJ 07726
TELEPHONE
NO.: (732)
409-1212
FACSIMILE
NO.: (732)
577-1188
Approximate
date of commencement of
proposed sale to the public: As soon as practicable after this Registration
Statement becomes effective. If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box.
|X|
If
this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act of 1933, please check the following box and list the Securities
Act registration Statement number of the earlier effective registration
statement for the same offering. |_|
If
this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check
the following box and list the Securities Act registration statement number
of
the earlier effective registration statement for the same offering.|_| If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.|_|
If
delivery of the prospectus is
expected to be made pursuant to Rule 434, please check the following box.
|_|
CALCULATION
OF REGISTRATION
FEE
Title
of Each Class Of Securities
to be Registered
Amount
to
be
Registered
Proposed
Maximum
Aggregate
Offering
Price
per
share
Proposed
Maximum
Aggregate
Offering
Price
Amount
of
Registration
fee
Common
Stock, par value
$0.001
1,865,000
$0.10
$176,500
$7.33
The
offering price has been estimated solely for the purpose of computing the
amount
of the registration fee in accordance with Rule 457(o). Our common stock
is not
traded on any national exchange and in accordance with Rule 457; the offering
price was determined by the price shareholders were sold to our shareholders
in
a private placement memorandum. The price of $0.10 is a fixed price at which
the
selling security holders may sell their shares until our common stock is
quoted
on the OTC Bulletin Board at which time the shares may be sold at prevailing
market prices or privately negotiated prices. There can be no assurance that
a
market maker will agree to file the necessary documents with FINRA, which
operates the OTC Electronic Bulletin Board, nor can there be any assurance
that
such an application for quotation will be approved.
PRELIMINARY
PROSPECTUS SUBJECT TO
COMPLETION DATED JANUARY __ , 2008
The
registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become
effective in accordance with section 8(a) of the securities act of 1933 or
until
the registration statement shall become effective on such date as the
commission, acting pursuant to said section 8(a), may
determine.
1,865,000
SHARES
OF
EL
MANIEL INTERNATIONAL,
INC.
COMMON
STOCK
The
selling shareholders named in this prospectus are offering all
of the
shares of common stock offered through this prospectus. Our common
stock
is presently not traded on any market or securities exchange
and have no
voting rights. The 1,865,000 shares of our common stock can be
sold by
selling security holders at a fixed price of $0.10 per share
until our
shares are quoted on the OTC Bulletin Board and thereafter at
prevailing
market prices or privately negotiated prices. There can be no
assurance
that a market maker will agree to file the necessary documents
with FINRA,
which operates the OTC Electronic Bulletin Board, nor can there
be any
assurance that such an application for quotation will be approved.
We have
agreed to bear the expenses relating to the registration of the
shares for
the selling security holders.
THE
COMPANY IS CONSIDERED TO BE IN
UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT INVEST UNLESS THEY
CAN
AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.
THE
PURCHASE OF THE SECURITIES
OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK.
YOU SHOULD
CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS”
BEGINNING ON PAGE 3.
Neither
the Securities and
Exchange Commission nor any state securities commission has approved
or
disapproved of these securities or passed upon the adequacy or
accuracy of
this prospectus. Any representation to the contrary is a criminal
offense.
The
Date of
This Prospectus Is: January __,
2008
TABLE
OF CONTENTS
PAGE
Summary
Financial
Data
1
Risk
Factors
2
Use
of
Proceeds
4
Determination
of Offering
Price
4
Dilution
4
Selling
Shareholders
5
Plan
of
Distribution
7
Legal
Proceedings
7
Directors,
Executive Officers,
Promoters and Control Persons
7
Security
Ownership of Certain
Beneficial Owners and Management
8
Description
of Securities
Interests of Named Experts and Counsel
9
Disclosure
of Commission Position
of Indemnification for Securities Act
Liabilities
10
Organization
Within Last Five
Years
10
Description
of
Business
10
Plan
of
Operation
11
Description
of
Property
12
Certain
Relationships and Related
Transactions
12
Market
for Common Equity and
Related Stockholder Matters
We
were
incorporated in July 2007 in the State of Nevada. On September 28, 2007, we
entered into a stock purchase agreement and share exchange in which we acquired
all of the outstanding shares of El Maniel Cigar Company from Barbara Tejada,
the sole shareholder of such entity, in consideration for the issuance of
5,000,000 shares of our common stock to Ms. Tejada. Pursuant to such
agreement, El Maniel Cigar Company became our wholly owned
subsidiary. We intend to conduct our business principally through our
subsidiary which is our U.S. sales and marketing organization.
We
plan
to manufacture and distributes premium, hand-rolled cigars. Premium
cigars are generally defined as cigars that are hand-rolled from highest
grade
whole-leaf tobacco and which sell at retail prices above $1.00 per cigar.
We
intend to sell our cigars will for approximately $4 to
$9.50 per cigar at retail.
Terms
of the Offering
The
selling shareholders named in this prospectus are offering all of the shares
of
common stock offered through this prospectus. The selling stockholders are
selling shares of common stock covered by this prospectus for their own
account.
We
will
not receive any of the proceeds from the resale of these shares. The offering
price of $0.10 was determined by the price shares were sold to our shareholders
in a private placement memorandum and is a fixed price at which the selling
security holders may sell their shares until our common stock is quoted on
the
OTC Bulletin Board, at which time the shares may be sold at prevailing market
prices or privately negotiated prices. There can be no assurance that a market
maker will agree to file the necessary documents with FINRA, which operates
the
OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved. We have agreed to bear the expenses
relating to the registration of the shares for the selling security
holders.
Summary
Financial
Data
The
following summary financial data
should be read in conjunction with “Management’s Discussion and Analysis,”“Plan
of Operation” and the Financial Statements and Notes thereto, included elsewhere
in this prospectus. The statement of operations and balance sheet data from
inception (July 24, 2007) through September 30, 2007 are derived from our
audited financial statements.
Our
principal executive office location
and mailing address is 7424 Brighton Village Drive Raleigh, NC27616. Our
telephone number is (919) 538-2305.
RISK
FACTORS
An
investment in our common stock
involves a high degree of risk. You should carefully consider the risks
described below and the other information in this prospectus before investing
in
our common stock. If any of the following risks occur, our business, operating
results and financial condition could be seriously harmed. Please note that
throughout this prospectus, the words “we”, “our” or “us” refer to the Company
and not to the selling stockholders.
WE
HAVE A LIMITED OPERATING HISTORY THAT
YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED
IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS
FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.
We
were incorporated in Nevada in July
2007. We have no significant financial resources and no revenues to date. The
likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered by a small
developing company starting a new business enterprise and the highly competitive
environment in which we will operate. Since we have a limited operating history,
we cannot assure you that our business will be profitable or that we will ever
generate sufficient revenues to meet our expenses and support our anticipated
activities.
WE
WILL REQUIRE FINANCING TO ACHIEVE OUR
CURRENT BUSINESS STRATEGY AND OUR INABILITY TO OBTAIN SUCH FINANCING COULD
PROHIBIT US FROM EXECUTING OUR BUSINESS PLAN AND CAUSE US TO SLOW DOWN OUR
EXPANSION OF OPERATIONS.
We
will need to raise additional funds
through public or private debt or sale of equity to achieve our current business
strategy. Such financing may not be available when needed. Even if such
financing is available, it may be on terms that are materially adverse to your
interests with respect to dilution of book value, dividend preferences,
liquidation preferences, or other terms. Our capital requirements to implement
our business strategy will be significant. Moreover, in addition to monies
needed to continue operations over the next twelve months, we anticipate
requiring additional funds in order to significantly expand our operations
and
acquire the operating entities as set forth in our plan of operations. No
assurance can be given that such funds will be available or, if available,
will
be on commercially reasonable terms satisfactory to us. There can be no
assurance that we will be able to obtain financing if and when it is needed
on
terms we deem acceptable.
If
we are unable to obtain financing on
reasonable terms, we could be forced to delay or scale back our plans for
expansion. In addition, such inability to obtain financing on reasonable terms
could have a material adverse effect on our business, operating results, or
financial condition.
OUR
AUDITOR HAS EXPRESSED SUBSTANTIAL
DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Based
on our financial history since
inception, our auditor has expressed substantial doubt as to our ability to
continue as a going concern. We are a development stage company that has never
generated any revenue. From inception to September 30, 2007, we have incurred
a
net loss of $20,551. If we cannot obtain sufficient funding, we may have to
delay the implementation of our business strategy.
OUR
FUTURE SUCCESS IS DEPENDENT, IN
PART, ON THE PERFORMANCE AND CONTINUED SERVICE OF BARBARA TEJEDA AND RAFAEL
ACEVEDO TEJEDA. WITHOUT THEIR CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT
OR EVENTUALLY CEASE OUR OPERATIONS.
We
are
presently dependent to a great extent upon the experience, abilities and
continued services of Barbara Tejeda and Rafael Acevedo Tejeda, our officers.
We
currently do not have an employment agreement with either Ms. Tejeda or Mr.
Acevedo Tejeda. The loss of the services of either one of our officers could
have a material adverse effect on our business, financial condition or results
of operation.
2
THE
OFFERING PRICE OF THE SHARES WAS
ARBITRARILY DETERMINED, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF
THE
FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS
NO
RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES
DIFFICULT TO SELL.
Since
our shares are not listed or
quoted on any exchange or quotation system, the offering price of $0.10 for
the
shares of common stock was arbitrarily determined. The facts considered in
determining the offering price were our financial condition and prospects,
our
limited operating history and the general condition of the securities market.
The offering price bears no relationship to the book value, assets or earnings
of our company or any other recognized criteria of value. The offering price
should not be regarded as an indicator of the future market price of the
securities.
THERE
IS NO ASSURANCE OF A PUBLIC MARKET
OR THAT THE COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE,
YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.
There
is no established public trading
market for our common stock. Our shares are not and have not been listed or
quoted on any exchange or quotation system. There can be no assurance that
a
market maker will agree to file the necessary documents with FINRA, which
operates the OTC Electronic Bulletin Board, nor can there be any assurance
that
such an application for quotation will be approved or that a regular trading
market will develop or that if developed, will be sustained. In the absence
of a
trading market, an investor may be unable to liquidate their
investment.
OUR
COMMON STOCK IS CONSIDERED A PENNY
STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE
ABLE
TO SELL YOUR SHARES.
If
our common stock becomes tradable in
the secondary market, we will be subject to the penny stock rules adopted by
the
Securities and Exchange Commission that require brokers to provide extensive
disclosure to their customers prior to executing trades in penny stocks. These
disclosure requirements may cause a reduction in the trading activity of our
common stock, which in all likelihood would make it difficult for our
shareholders to sell their securities.
ESTABLISHING
A NEW BRAND REQUIRES A
SIGNIFICANT AMOUNT OF CAPITAL AS WELL AS EFFECTIVE MARKETING AND PRODUCT
PLACEMENT WHICH MAY TAKE A LONG PERIOD OF TIME.
The
Company’s principal business strategy is to develop the PLC brand name as a
respected brand associated with the highest quality premium
cigars. The marketing of luxury consumer goods such as high-quality,
premium cigars are highly dependent on creating favorable consumer perception
through well-orchestrated advertising and public relations. The
Company will be expending a significant percentage of the proceeds of this
Offering for advertising and promotional activities. The Company has
little advertising experience, having expended only minimal amounts on such
activities to date. The Company’s competitors have significantly
greater advertising resources and experience and enjoy well-established brand
names. There can be no assurance that the Company’s initial
advertising and promotional activities will be successful in creating the
desired consumer perception.
THE
TOBACCO INDUSTRY HAS COME UNDER GREAT SCRUTINY WHICH HAS LED TO A SIGNIFICANT
INCREASE IN LITIGATION, IF THE COMPANY WAS TO BECOME INVOLVED IN LITIGATION
OF
THIS SORT IT COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY.
Manufacturers
and distributors of tobacco products have been the subject of increasing
litigation in recent years seeking to extend product liability to such companies
for allegedly tobacco-related medical conditions of smokers. While
such litigation has primarily centered on cigarettes, there can be no assurance
that the increased popularity and visibility of cigars will not result in
similar litigation against manufacturers and distributors of
cigars. If the Company were to become a party to such litigation,
either any finding of liability on the part of the Company or the expense
and
diversion of management time in defending such litigation could have a material
adverse effect on the business of the Company.
3
THE
COMPANY IS SUBJECT TO THE RISKS ASSOCIATED WITH FOREIGN OPERATIONS AND
INTERNATIONAL TRADE, ANY REGULATORY CHANGES OR CHANGES IN POLITICAL STRUCTURE
COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY
All
the
Company’s existing and planned manufacturing operations and the sources of all
its tobacco are located in the Dominican Republic. As such, the
Company is subject to the risks of changes in social, political and regulatory
climate inherent in foreign trade, including potential changes in either
Dominican or U.S. laws and regulations regarding foreign investment in and
transfers of capital from the Dominican Republic. While the Company
is not aware of any such social, political or regulatory changes, if such a
change should occur, it could materially impair the Company’s operations and its
financial condition.
USE
OF PROCEEDS
The
selling stockholders are selling
shares of common stock covered by this prospectus for their own account. We
will
not receive any of the proceeds from the resale of these shares. We have agreed
to bear the expenses relating to the registration of the shares for the selling
security holders.
DETERMINATION
OF OFFERING
PRICE
Since
our shares are not listed or
quoted on any exchange or quotation system, the offering price of the shares
of
common stock was arbitrarily determined. The offering price was determined
by
the price shares were sold to our shareholders in our private placement which
was completed in November 2007 pursuant to an exemption under Rule 506 of
Regulation D.
The
offering price of the shares of our common stock has been determined arbitrarily
by us and does not necessarily bear any relationship to our book value, assets,
past operating results, financial condition or any other established criteria
of
value. The facts considered in determining the offering price were our financial
condition and prospects, our limited operating history and the general condition
of the securities market. Although our common stock is not listed on a public
exchange, we will be filing to obtain a listing on the Over The Counter Bulletin
Board (OTCBB) concurrently with the filing of this prospectus. In order to
be
quoted on the Bulletin Board, a market maker must file an application on
our
behalf in order to make a market for our common stock. There can be no assurance
that a market maker will agree to file the necessary documents with FINRA,
which
operates the OTC Electronic Bulletin Board, nor can there be any assurance
that
such an application for quotation will be approved.
In
addition, there is no assurance that
our common stock will trade at market prices in excess of the initial public
offering price as prices for the common stock in any public market which may
develop will be determined in the marketplace and may be influenced by many
factors, including the depth and liquidity.
DILUTION
The
common stock to be sold by the
selling shareholders is common stock that is currently issued. Accordingly,
there will be no dilution to our existing shareholders.
PENNY
STOCK
CONSIDERATIONS
Our
common stock will be penny stock;
therefore, trading in our securities is subject to penny stock considerations.
Broker-dealer practices in connection with transactions in “penny stocks” are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission.
Penny
stocks generally are equity
securities with a price of less than $5.00 (other than securities registered
on
certain national securities exchanges or quoted on the NASDAQ system). Penny
stock rules require a broker-dealer, prior to a transaction in a penny stock
not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the risks in the
penny
stock market. The broker-dealer also must provide the customer with current
bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer’s account. The
broker-dealer must also make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction. These requirements may have the effect
of
reducing the level of trading activity, if any, in the secondary market for
a
security that becomes subject to the penny stock rules. The additional burdens
imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit their
market price and liquidity of our securities. These requirements may restrict
the ability of broker-dealers to sell our common stock and may affect your
ability to resell our common stock.
4
SELLING
SHAREHOLDERS
The
shares being offered for resale by the selling stockholders consist of the
1,865,000 shares of our common stock held by 50 shareholders of our common
stock
which sold in our Regulation D Rule 506 offering completed in November
2007.
The
following table sets forth the name of the selling stockholders, the number
of
shares of common stock beneficially owned by each of the selling stockholders
as
of January 31, 2008 and the number of shares of common stock being offered
by the selling stockholders. The shares being offered hereby are being
registered to permit public secondary trading, and the selling stockholders
may
offer all or part of the shares for resale from time to time. However, the
selling stockholders are under no obligation to sell all or any portion of
such
shares nor are the selling stockholders obligated to sell any shares immediately
upon effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.
Name
of selling stockholder
Shares
of common
stock owned
prior to
offering
Shares
of common
stock to
be
sold
Shares
of common
stock owned
after offering
Percent
of common
stock owned
after offering
Balasco,
Alexander
40,000
40,000
0
0
Burdette,
Brian
20,000
20,000
0
0
Burdette,
Cynthia
20,000
20,000
0
0
Dodd,
Lawrence
20,000
20,000
0
0
Fuller,
Russell
5,000
5,000
0
0
Golt,
Gerald
20,000
20,000
0
0
Hanlin,
James
5,000
5,000
0
0
Hudgins,
Daniel
20,000
20,000
0
0
Hur,
Hae Ran
50,000
50,000
0
0
Hur,
Moo Gil
50,000
50,000
0
0
Hwang,
Kyung
50,000
50,000
0
0
Johnson,
Diane
50,000
50,000
0
0
Johnson,
James
50,000
50,000
0
0
Kim,
Sun Duk
50,000
50,000
0
0
Kim,
Young Choon
50,000
50,000
0
0
Knight,
Donna
20,000
20,000
0
0
Knight,
George
20,000
20,000
0
0
Kotroko,
Laura
50,000
50,000
0
0
Kotroko,
Timothy
50,000
50,000
0
0
Mays,
Daniel
50,000
50,000
0
0
Mays,
Elizabeth
50,000
50,000
0
0
Messner,
John
5,000
5,000
0
0
Mizelle,
William
10,000
10,000
0
0
Myers,
Kevin
50,000
50,000
0
0
Sims,
Noel
45,000
45,000
0
0
Smelcer,
Angela
25,000
25,000
0
0
Smelcer,
Hudson
25,000
25,000
0
0
So,
Ki Hong
50,000
50,000
0
0
So,
Mun Hui
50,000
50,000
0
0
Sterrett,
Leigh
20,000
20,000
0
0
Sterrett,
Steven
20,000
20,000
0
0
Trotter,
Ilea
40,000
40,000
0
0
Whitehead,
Elizabeth
30,000
30,000
0
0
Wilkes,
Joellen
50,000
50,000
0
0
Wilkes,
William
50,000
50,000
0
0
Williams,
Michael
50,000
50,000
0
0
Williams,
Valerie
50,000
50,000
0
0
Winget,
James
25,000
25,000
0
0
Winget,
Jill
25,000
25,000
0
0
5
Pyun,
Brian
50,000
50,000
0
0
Pyun,
Steven
50,000
50,000
0
0
Sanderson,
Dan
5,000
5,000
0
0
Fulenwilder,
Charles
50,000
50,000
0
0
Fulenwilder,
Charles
50,000
50,000
0
0
Fulenwilder,
Joella
50,000
50,000
0
0
Mays,
Daniel, Jr.
50,000
50,000
0
0
Bathom,
Christopher
50,000
50,000
0
0
Pyun,
Jacquelyn
50,000
50,000
0
0
Mix,
Kelly
50,000
50,000
0
0
Mix,
Thomas
50,000
50,000
0
0
Except
as listed below, to our
knowledge, none of the selling shareholders or their beneficial
owners:
-
has
had a material relationship
with us other than as a shareholder at any time within the past three
years; or
-
has
ever been one of our officers
or directors or an officer or director of our predecessors or
affiliates
-
Are
broker-dealers or affiliated
with broker-dealers.
6
PLAN
OF DISTRIBUTION
The
selling security holders may sell some or all of their shares at a fixed
price
of $0.10 per share until our shares are quoted on the OTC Bulletin Board
and
thereafter at prevailing market prices or privately negotiated prices. Prior
to
being quoted on the OTCBB, shareholders may sell their shares in private
transactions to other individuals. Although our common stock is not listed
on a
public exchange, we will be filing to obtain a listing on the Over The Counter
Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In
order
to be quoted on the Bulletin Board, a market maker must file an application
on
our behalf in order to make a market for our common stock. There can be no
assurance that a market maker will agree to file the necessary documents
with
FINRA, which operates the OTC Electronic Bulletin Board, nor can there be
any
assurance that such an application for quotation will be approved. There
can be
no assurance that a market maker will agree to file the necessary documents
with
FINRA, which operates the OTC Electronic Bulletin Board, nor can there be
any
assurance that such an application for quotation will be approved. However,
sales by selling security holder must be made at the fixed price of $0.10
until
a market develops for the stock.
Once
a market has been developed for our
common stock, the shares may be sold or distributed from time to time by the
selling stockholders directly to one or more purchasers or through brokers
or
dealers who act solely as agents, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices, which may be changed. The distribution of the shares may
be
effected in one or more of the following methods:
o
ordinary
brokers transactions,
which may include long or short sales,
o
transactions
involving cross or
block trades on any securities or market where our common stock is
trading, market where our common stock is
trading,
o
through
direct sales to purchasers
or sales effected through agents,
o
through
transactions in options,
swaps or other derivatives (whether exchange listed of otherwise),
or
exchange listed or otherwise), or
o
any
combination of the
foregoing.
In
addition, the selling stockholders
may enter into hedging transactions with broker-dealers who may engage in short
sales, if short sales were permitted, of shares in the course of hedging the
positions they assume with the selling stockholders. The selling stockholders
may also enter into option or other transactions with broker-dealers that
require the delivery by such broker-dealers of the shares, which shares may
be
resold thereafter pursuant to this prospectus.
Brokers,
dealers, or agents
participating in the distribution of the shares may receive compensation in
the
form of discounts, concessions or commissions from the selling stockholders
and/or the purchasers of shares for whom such broker-dealers may act as agent
or
to whom they may sell as principal, or both (which compensation as to a
particular broker-dealer may be in excess of customary commissions). Neither
the
selling stockholders nor we can presently estimate the amount of such
compensation. We know of no existing arrangements between the selling
stockholders and any other stockholder, broker, dealer or agent relating to
the
sale or distribution of the shares. We will not receive any proceeds from the
sale of the shares of the selling security holders pursuant to this
prospectus. We have agreed to bear the expenses of the registration of the
shares, including legal and accounting fees, and such expenses are estimated
to
be approximately $50,000.
Notwithstanding
anything set forth
herein, no FINRA member will charge commissions that exceed 8% of the total
proceeds of the offering.
LEGAL
PROCEEDINGS
There
are no legal proceedings pending
or threatened against us.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
Our
executive officer’s and director’s
and their respective ages as of January 31, 2008 are as
follows:
NAME
AGE
POSITION
Barbara
Tejeda
39
Chairman,
President, and Chief
Executive Officer
Rafael
Tejeda
47
Secretary
7
Set
forth below is a brief description
of the background and business experience of our executive officers and
directors.
Barbara
Tejeda
Ms.
Tejeda is a successful businesswoman and entrepreneur. She has held
several managerial positions at various well known merchandise companies and
hotels such as Bed Bath & Beyond, Dress Barn, Springhill Suites, Fairfield
Inn, Summit Hospitality, and Kay-Bee Toys. She was also the sole
proprietor of New Wave Cigar. This was 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.
Rafael
Acevedo Tejeda
Mr.
Tejeda is a successful executive and businessman with a vast 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. In addition, he is
also a TV show host and producer. He is fluent in Spanish with
excellent communication skills.
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.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The
following table provides the names
and addresses of each person known to us to own more than 5% of our outstanding
shares of common stock as of January 31, 2008 and by the officers and directors,
individually and as a group. Except as otherwise indicated, all shares are
owned
directly.
Title
of
Class
Name
and
Address
of
Beneficial
Owner
Amount
and
Nature
of
Beneficial
Owner
Percent
of Class (1)
Common
Stock
Barbara
Tejeda
5,000,000
72.83%
Common
Stock
Rafael
Acevedo Tejeda
0
0%
Common
Stock
All
executive officers and
directors as a group
5,000,000
72.83%
8
DESCRIPTION
OF
SECURITIES
General
Our
authorized capital stock consists of
110,000,000 Shares of common stock, $0.001 par value per Share. There are no
provisions in our charter or by-laws that would delay, defer or prevent a change
in our control.
Common
Stock
The
holders of our common stock have
equal ratable rights to dividends from funds legally available if and when
declared by our board of directors and are entitled to share ratably in all
of
our assets available for distribution to holders of common stock upon
liquidation, dissolution or winding up of our affairs. Our common stock does
not
provide the right to a preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights. Our common stock holders
are entitled to one non-cumulative vote per Share on all matters on which
shareholders may vote.
All
Shares of common stock now
outstanding are fully paid for and non-assessable and all Shares of common
stock
which are the subject of this private placement, when issued, will be fully
paid
and non-assessable. We refer you to our Articles of Incorporation,
Bylaws and the applicable statutes of the state of Nevada for a more complete
description of the rights and liabilities of holders of our
securities. All material terms of our common stock have been
addressed in this section.
Holders
of Shares of our common stock do
not have cumulative voting rights, which means that the holders of more than
50%
of the outstanding Shares, voting for the election of directors, can elect
all
of the directors to be elected, if they so choose, and, in that event, the
holders of the remaining Shares will not be able to elect any of our
directors.
Preferred
Stock
We
have not authorized any Preferred
Stock.
Dividends
We
have not paid any cash dividends to
shareholders. The declaration of any future cash dividends is at the
discretion of our board of directors and depends upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present
intention not to pay any cash dividends in the foreseeable future, but rather
to
reinvest earnings, if any, in our business operations.
Warrants
There
are no outstanding warrants to
purchase our securities.
Options
There
are no options to purchase our
securities outstanding.
INTERESTS
OF NAMED EXPERTS AND
COUNSEL
No
expert or counsel named in this
prospectus as having prepared or certified any part of this prospectus or having
given an opinion upon the validity of the securities being registered or upon
other legal matters in connection with the registration or offering of the
common stock was employed on a contingency basis, or had, or is to receive,
in
connection with the offering, a substantial interest, direct or indirect, in
the
registrant or any of its parents or subsidiaries. Nor was any such person
connected with the registrant or any of its parents or subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director, officer,
or employee.
The
financial statements included in
this prospectus and the registration statement have been audited by Webb & Company, P.A.to
the extent and for the periods set
forth in their report appearing elsewhere herein and in the registration
statement, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and
accounting.
9
DISCLOSURE
OF COMMISSION POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our
directors and officers are indemnified as provided by the Nevada Statutes
and
our Bylaws. We have agreed to indemnify each of our directors and certain
officers against certain liabilities, including liabilities under the Securities
Act of 1933. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the provisions described above, or otherwise,
we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, we will, unless in the opinion of our counsel the matter has
been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy
as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We
have been advised that in the opinion
of the Securities and Exchange Commission indemnification for liabilities
arising under the Securities Act is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim
for
indemnification against such liabilities is asserted by one of our directors,
officers, or controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel the matter
has
been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We will then be governed by the court’s decision.
ORGANIZATION
WITHIN LAST FIVE
YEARS
We
were
incorporated in July 2007 in the State of Nevada. On September 28, 2007, we
entered into a stock purchase agreement and share exchange in which we acquired
all of the outstanding shares of El Maniel Cigar Company from Barbara Tejada,
the sole shareholder of such entity, in consideration for the issuance of
5,000,000 shares of our common stock to Ms. Tejada. Pursuant to such
agreement, El Maniel Cigar Company became our wholly owned
subsidiary.
DESCRIPTION
OF
BUSINESS
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 to certain demographic and social trends that should
continue for at least the next few years. 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.
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. The Company intends to purchase cigars from
one of the oldest and most reputable cigar manufacturer’ in Santo Domingo the
Dominican Republic. The company has 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. 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. Inside the context mentioned above, our partners, whose
main activity is the production of high quality cigars, are able to unite the
quality of Dominican tobacco with the Cuban tradition and experiences in the
manufacturing process.
10
COMPETITION
We
have
several large, well-financed competitors in the market for premium cigars,
each
of whom enjoys strong, well-known brand names and a history of successful
product launches. These companies compete directly with the Company
for consumer sales, as well 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”. Webelieves, however, that the
market for premium cigars is growing rapidly enough to support the entry
of new
brands such as those offered by us and that the inability of the entrenched
competitors to meet current demand, as evidenced by their large back order
positions, supports this position
MARKETING
We
will
look to market itself via its web site and advertising materials. We
will advertise in trade publications, literary magazines, film academy
literature, writing workshops, and at film festivals. We will look to
utilize existing mailing and email lists of these organizations to promote
the
web site and drive submissions. We believe that through the use of ‘guerilla
marketing’ we will be able to keep costs to a minimum and create a buzz in the
entertainment community. As word of mouth spreads, we hope to be
inundated with submitted material. We
believe that through the use of
‘guerilla marketing’ we will be able to keep costs to a minimum and create a
buzz in the entertainment community. As word of mouth spreads, we
hope to be inundated with submitted material.
MANAGEMENT
DISCUSSION AND
ANALYSIS
This
section of the Registration
Statement includes a number of forward-looking statements that reflect our
current views with respect to future events and financial performance.
Forward-looking statements are often identified by words like believe, expect,
estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events. You should not place undue certainty
on
these forward-looking statements. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from our predictions.
Plan
of
Operation
We
have
not begun operations, and we require outside capital to implement our business
model.
1.
We believe we can begin to implement our plan to purchase and sell premium
cigars.
2.
All functions will be coordinated and managed by our founder, including
marketing, finance and operations.
3.
We intend to support these marketing efforts through advertising and the
development of high-quality printed marketing materials. We expect the total
cost of the marketing program to range from $50,000 to
$125,000.
4.
Within 90-120 days of the initiation of our marketing campaign, we believe
that
we will begin to generate business and an interest in our premium hand-rolled
cigars.
In
summary, we should be generating revenues from our cigar sales within 180
days
of the date of this registration statement.
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.
Limited
Operating History
The
initial efforts of ourfounders to establish a cigar company began in early
2007. We were formed in July 2007. 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.
11
Results
of
Operations
For
the period from inception through
September 30, 2007, we had no revenue. Expenses for the period totaled $20,551
resulting in a loss of $20,551. Expenses of $20,551 for the period consisted
of
$8,451 for general and administrative expenses and $12,100 for professional
fees.
We
believe that we will need additional
funding to satisfy our cash requirements for the next twelve months. Completion
of our plan of operation is subject to attaining adequate revenue. We cannot
assure investors that additional financing will be available. In the absence
of
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 $75,000. 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.
DESCRIPTION
OF
PROPERTY
Our
business office is located at 7424
Brighton Village Drive Raleigh, NC27616.
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
On
September 28, 2007, we entered into a stock purchase agreement and share
exchange in which we acquired all of the outstanding shares of El Maniel
Cigar
Company from Barbara Tejada, the sole shareholder of such entity, in
consideration for the issuance of 5,000,000 shares of our common stock to
Ms.
Tejada. Pursuant to such agreement, El Maniel Cigar Company became
our wholly owned subsidiary.
MARKET
FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
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 upon the effectiveness of the
registration statement of which this prospectus forms apart. However, we can
provide no 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 31, 2008, we had 51 shareholders of our common stock.
Rule
144
Shares
As
of
January 31, 2008 there are no shares of our common stock which are currently
available for resale to the public and in accordance with the volume and
trading
limitations of Rule 144 of the Act. After September 2008, the 5,000,000 shares
of our common stock held by Barbara Tejada will become available for resale
to
the public and in accordance with the volume and trading limitations of Rule
144
of the Act. After November 2008, the 1,865,000 shares of our common stock
held
by the 50 shareholders who purchased their shares in the Regulation D 506
offering by us will become available for resale to the public and in accordance
with the volume and trading limitations of Rule 144 of the
Act.
In
general, under Rule 144 as currently
in effect, a person who has beneficially owned shares of a company’s common
stock for at least one year is entitled to sell within any three month period
a
number of shares that does not exceed 1% of the number of shares of the
company’s common stock then outstanding which, in our case, would equal
approximately 582,450 shares of our common stock as of the date of this
prospectus.
Sales
under Rule 144 are also subject to
manner of sale provisions and notice requirements and to the availability of
current public information about the company. Under Rule 144(k), a person who
is
not one of the company’s affiliates at any time during the three months
preceding a sale, and who has beneficially owned the shares proposed to be
sold
for at least two years, is entitled to sell shares without complying with the
manner of sale, public information, volume limitation or notice provisions
of
Rule 144.
12
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.
EXECUTIVE
COMPENSATION
Summary
Compensation
Table
Compensation
of Executive Officers
Summary
Compensation
Table
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 period ended September 30, 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 Officer
2007
$
0
0
0
0
0
0
0
$
0
Rafael
Tejeda
Secretary,
Director
2007
$
0
0
0
0
0
0
0
$
0
Option
Grants Table.
There were no individual
grants of stock options to purchase our common stock made to the executive
officer named in the Summary Compensation Table through September 30,2007.
Aggregated
Option
Exercises and Fiscal Year-End Option Value Table. There were no stock options
exercised
during period ending September 30, 2007 by the executive officer named in the
Summary Compensation Table.
Long-Term
Incentive
Plan (“LTIP”) Awards Table. There were no awards
made to a named
executive officer in the last completed fiscal year under any
LTIP
13
Compensation
of Directors
Directors
are permitted to receive fixed
fees and other 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.
Employment
Agreements
We
do not have any employment agreements
in place with our officers or directors.
AVAILABLE
INFORMATION
We
have filed a registration statement
on Form SB-2 under the Securities Act of 1933 with the Securities and Exchange
Commission with respect to the shares of our common stock offered through this
prospectus. This prospectus is filed as a part of that registration statement
and does not contain all of the information contained in the registration
statement and exhibits. We refer you to our registration statement and each
exhibit attached to it for a more complete description of matters involving
us,
and the statements we have made in this prospectus are qualified in their
entirety by reference to these additional materials. You may inspect the
registration statement and exhibits and schedules filed with the Securities
and
Exchange Commission at the Commission’s principal office in Washington,
D.C.Copies of all or any part of the registration statement may be obtained
from
the Public Reference Section of the Securities and Exchange Commission, 100
F
Street NE, Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. In addition,
we will file electronic versions of our annual and quarterly reports on the
Commission’s Electronic Data Gathering Analysis and Retrieval, or EDGAR System.
Our registration statement and the referenced exhibits can also be found on
this
site as well as our quarterly and annual reports. We will not send the annual
report to our shareholders unless requested by the individual
shareholders.
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 sheet of El Maniel International,
Inc. and subsidiary (A Development Stage Company) as of September 30, 2007,
and
the related consolidated statements of operations, changes in shareholder’s
equity and cash flows for the period from July 9, 2007 (inception) to September30, 2007. 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 audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit 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 audit provides 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
September30, 2007 and the results of its consolidated operations and its cash flow
for
the for the period from July 9, 2007 (inception) to September 30, 2007
in
conformity with accounting principles generally accepted in the United
States of
America.
The
accompanying financial statements have been prepared assuming that the
Company
will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is in the development stage with no
operations, has a net loss since inception of $20,551 used cash operations
of
$1,648 and has a working capital and stockholders deficiency of
$14,480. This raises substantial doubt about its ability to continue
as a going concern. Management’s plans concerning this matter are
also described in Note 4. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome
of
this uncertainty.
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 was
incorporated under the laws of the State of Nevada on September 24,2007. El Maniel International, Inc. is 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 2007 consolidated financial statements include the accounts
of El
Maniel International, Inc. and its 100% owned subsidiary El Maniel Cigar
Company
from September 24, 2007 (Inception). El Maniel International, Inc. and El
Maniel
Cigar Company are hereafter referred to as (the “Company”). All inter-company
accounts have been eliminated in the consolidation (See Note 2(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 30,2007the Company had no cash equivalents.
(E)
Loss Per
Share
Basic
and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No.
128,
“Earnings Per Share.” As of September 30, 2007 there were no common share
equivalents outstanding.
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, 2007, the Company has a net operating loss
carryforward of approximately $14,580 available to offset future taxable
income
through 2027. The valuation allowance at September 30, 2007 was
$4,957. The net change in the valuation allowance for the period
ended September 30, 2007 was an increase of $4,957.
(G)
Business
Segments
The
Company operates in one segment and therefore segment information is not
presented.
(H)
Revenue
Recognition
The
Company recognized revenue on arrangements in accordance with 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.
(I)
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.
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.
NOTE 2 STOCKHOLDERS’
DEFICIENCY
(A)
In-Kind Contribution of
services
As
of
September 30, 2007, the shareholder of the Company contributed services having
a
fair value of $971. (See Note 3)
(B)
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.
On
July24, 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.
(D)
Subscription
Receivable
During
September 2007, the Company sold
an aggregate of 100,000 shares of common stock in exchange for subscriptions
receivable totaling $10,000 ($0.10/share). During the month of October 2007,
the
Company collected $10,000.
(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.
NOTE
3 RELATED
PARTY
TRANSACTIONS
During
the period 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, 2007 the shareholder of the Company contributed services having
a
fair value of $971 (See Note 3(A)).
As
of
September 30, 2007 the shareholder of the Company contributed cash of $100
to
cover the costs of setting up the subsidiary (See Note 3(B).
NOTE
4 GOING
CONCERN
As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations and has a net loss since inception of
$20,551 for the period from July 24, 2007 (inception) to September 30,2007. 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 5 SUBSEQUENT
EVENTS
(A)
Stock Issued for
Cash
In
October and November 2007, the Company entered into stock purchase agreements
to
issue 1,765,000 shares of common stock for cash of $176,500
($0.10/share).
(B)
Consulting Agreement
On
October 15, 2007the Company entered into a consulting agreement which provides
for administrative and other miscellaneous services. The Company is
required to pay $5,000 a month. The agreement will remain in effect
unless either party desires to cancel the agreement.
F-10
EL
MANIEL INTERNATIONAL,
INC.
1,865,000
SHARES OF COMMON
STOCK
PROSPECTUS
YOU
SHOULD RELY ONLY ON THE INFORMATION
CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS
PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER
TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALEIS NOT
PERMITTED.
Until
_____________, all dealers that
effect transactions in these securities whether or not participating in this
offering may be required to deliver a prospectus. This is in addition to the
dealer’s obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
PART
II
INFORMATION
NOT REQUIRED IN THE
PROSPECTUS
ITEM
24. INDEMNIFICATION OF DIRECTORS
AND OFFICERS
Our
director and officer is indemnified
as provided by the Nevada Statutes and our Bylaws. We have agreed to indemnify
each of our directors and certain officers against certain liabilities,
including liabilities under the Securities Act of 1933. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may
be
permitted to our directors, officers and controlling persons pursuant to the
provisions described above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than our payment of expenses incurred or paid by our
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such
issue.
We
have been advised that in the opinion
of the Securities and Exchange Commission indemnification for liabilities
arising under the Securities Act is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim
for
indemnification against such liabilities is asserted by one of our directors,
officers, or controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel the matter
has
been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We will then be governed by the court’s decision.
II-1
ITEM
25. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
Securities
and Exchange Commission
registration fee
$
6.94
Federal
Taxes
$
0
State
Taxes and
Fees
$
0
Transfer
Agent
Fees
$
0
Accounting
fees and
expenses
$
20,000
Legal
fees and
expense
$
30,000
Blue
Sky fees and
expenses
$
0
Miscellaneous
$
0
Total
$
50,006.94
All
amounts are estimates other than the
Commission’s registration fee. We are paying all expenses of the offering listed
above. No portion of these expenses will be borne by the selling shareholders.
The selling shareholders, however, will pay any other expenses incurred in
selling their common stock, including any brokerage commissions or costs of
sale.
ITEM
26. RECENT SALES OF UNREGISTERED
SECURITIES
We
were
incorporated in the State of Nevada in July 2007 and on September 28, 2007,
we
consummated an agreement with El Maniel Cigar Company, pursuant to which
we
acquired all of the shares of El Maniel Cigar Company from Barbara Tejada,
the
sole shareholder of such entity, in consideration for the issuance of 5,000,000
shares of our common stock to Ms. Tejada
These
shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the “Act”). These shares of our common stock
qualified for exemption under Section 4(2) of the Securities Act of 1933
since
the issuance shares by us did not involve a public offering. The offering
was
not a “public offering” as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in
which
we sold a high number of shares to a high number of investors. In addition,
this
shareholder had the necessary investment intent as required by Section 4(2)
since they agreed to and received share certificates bearing a legend stating
that such shares are restricted pursuant to Rule 144 of the 1933 Securities
Act.
This restriction ensures that these shares would not be immediately
redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, we have met the requirements to
qualify for exemption under Section 4(2) of the Securities Act of 1933 for
this
transaction.
In
November 2007, we completed a Regulation D Rule 506 offering in which we
sold
1,865,000 shares of common stock to 50 investors, at a price per share of
$0.10
per share for an aggregate offering price of $186,500. The following sets
forth
the identity of the class of persons to whom we sold these shares and the
amount
of shares for each shareholder:
Name
of selling
stockholder
Shares
of common
stock owned
prior to
offering
Balasco,
Alexander
40,000
Burdette,
Brian
20,000
Burdette,
Cynthia
20,000
Dodd,
Lawrence
20,000
Fuller,
Russell
5,000
Golt,
Gerald
20,000
Hanlin,
James
5,000
Hudgins,
Daniel
20,000
Hur,
Hae Ran
50,000
Hur,
Moo Gil
50,000
Hwang,
Kyung
50,000
Johnson,
Diane
50,000
Johnson,
James
50,000
Kim,
Sun Duk
50,000
Kim,
Young Choon
50,000
Knight,
Donna
20,000
Knight,
George
20,000
II-2
Kotroko,
Laura
50,000
Kotroko,
Timothy
50,000
Mays,
Daniel
50,000
Mays,
Elizabeth
50,000
Messner,
John
5,000
Mizelle,
William
10,000
Myers,
Kevin
50,000
Sims,
Noel
45,000
Smelcer,
Angela
25,000
Smelcer,
Hudson
25,000
So,
Ki Hong
50,000
So,
Mun Hui
50,000
Sterrett,
Leigh
20,000
Sterrett,
Steven
20,000
Trotter,
Ilea
40,000
Whitehead,
Elizabeth
30,000
Wilkes,
Joellen
50,000
Wilkes,
William
50,000
Williams,
Michael
50,000
Williams,
Valerie
50,000
Winget,
James
25,000
Winget,
Jill
25,000
Pyun,
Brian
50,000
Pyun,
Steven
50,000
Sanderson,
Dan
5,000
Fulenwilder,
Charles
50,000
Fulenwilder,
Charles
50,000
Fulenwilder,
Joella
50,000
Mays,
Daniel, Jr.
50,000
Bathom,
Christopher
50,000
Pyun,
Jacquelyn
50,000
Mix,
Kelly
50,000
Mix,
Thomas
50,000
The
Common Stock issued in our
Regulation D, Rule 506 Offering was issued in a transaction not involving a
public offering in reliance upon an exemption from registration provided by
Rule
506 of Regulation D of the Securities Act of 1933. In accordance with Section
230.506 (b)(1) of the Securities Act of 1933, these shares qualified for
exemption under the Rule 506 exemption for this offerings since it met the
following requirements set forth in Reg. §§230.506:
(A)
No
general solicitation or
advertising was conducted by us in connection with the offering of
any of
the Shares.
(B)
At
the time of the offering we
were not: (1) subject to the reporting requirements of Section 13
or 15
(d) of the Exchange Act; or (2) an “investment company” within the meaning
of the federal securities laws.
(C)
Neither
we, nor any of our
predecessors, nor any of our directors, nor any beneficial owner
of 10% or
more of any class of our equity securities, nor any promoter currently
connected with us in any capacity has been convicted within the past
ten
years of any felony in connection with the purchase or sale of any
security.
(D)
The
offers and sales of securities
by us pursuant to the offerings were not attempts to evade any
registration or resale requirements of the securities laws of the
United
States or any of its states.
(E)
None
of the investors are
affiliated with any of our directors, officers or promoters or any
beneficial owner of 10% or more of our
securities.
Please
note that pursuant to Rule 506,
all shares purchased in the Regulation D Rule 506 offering completed in November
2007 were restricted in accordance with Rule 144 of the Securities Act of 1933.
In addition, each of these shareholders were either accredited as defined in
Rule 501 (a) of Regulation D promulgated under the Securities Act or
sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated
under
the Securities Act.
We
have never utilized an underwriter
for an offering of our securities. Other than the securities mentioned above,
we
have not issued or sold any securities.
To
file, during any period in
which offers or sales are being made, a post-effective amendment
to this
registration statement to:
(i)
To
include any prospectus required
by Section 10(a)(3) of the Securities Act of
1933;
(ii)
Reflect
in the prospectus any
facts or events which, individually or together, represent a fundamental
change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of
securities offered (if the total dollar value of securities offered
would
not exceed that which was registered) any deviation from the low
or high
end of the estimated maximum offering range may be reflected in the
form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the
aggregate, the changes in volume and price represent no more than
a 20%
change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement; and
(iii)
Include
any material information
with respect to the plan of distribution not previously disclosed
in the
registration statement or any material change to such information
in the
registration statement.
(2)
That,
for the purpose of
determining any liability under the Securities Act of 1933, each
such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
therein, and the offering of such securities at that time shall be
deemed
to be the initial bona fide offering thereof.
(3)
To
remove from registration by
means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the
offering.
(B)
Undertaking Required by Regulation
S-B, Item 512(e).
Insofar
as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or controlling persons pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In
the event that a claim for indemnification against such liabilities (other
than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel that the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(C)
Undertaking Required by Regulation
S-B, Item 512(f)
The
undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant’s annual report pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934 that is incorporated by reference
in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
(D)
Undertaking pursuant to Item 512(g)
of Regulation S-B
II-4
The
undersigned registrant hereby
undertakes that, for the purpose of determining liability under the Securities
Act to any purchaser:
1.
If the small business issuer is
relying on Rule 430B (ss. 230. 430B of this chapter):
(i)
Each prospectus filed by the
undersigned small business issuer pursuant to Rule 424(b)(3) (ss. 230. 424(b)(3)
of this chapter) shall be deemed to be part of the registration statement as
of
the date the filed prospectus was deemed part of and included in the
registration statement; and
(ii)
Each prospectus required to be
filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (ss. 230. 424(b)(2), (b)(5),
or (b)(7) of this chapter) as part of a registration statement in reliance
on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),(vii),
or
(x) (ss. 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of
providing the information required by section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating to
the
securities in the registration statement to which that prospectus relates,
and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in
any such document immediately prior to such effective date;
or
2.
If the small business issuer is
subject to Rule 430C (ss. 230. 430C of this chapter), include the following:
Each prospectus filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter)
as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed
in
reliance on Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
II-5
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the
requirements for filing on Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in Raleigh, North Carolina
on
January 31, 2008.
EL
MANIEL
INTERNATIONAL, INC.
By:
/s/
Barbara Tejeda
Barbara
Tejeda
Founder,
Chairman, CEO, CFO, and
Director
POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Barbara Tejeda and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including his capacity as a director and/or officer of El Maniel
International, Inc.) to sign any or all amendments (including post-effective
amendments) to this registration statement and any and all additional
registration statements pursuant to rule 462(b) of the Securities Act of
1933,
as amended, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto each said
attorneys-in-fact and agents, and each of them, full power and authority
to do
and perform each and every act and thing requisite and necessary to be done
in
and about the premises, as fully to all intents and purposes as he might
or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
In
accordance with the requirements of
the Securities Act of 1933, as amended, this registration statement was signed
below by the following persons in the capacities and on the dates
stated.
By:
/s/
Barbara Tejeda
By:
/s/Rafael
Acevedo Tejeda
Barbara
Tejeda
Rafael
Acevedo Tejeda
Founder,
Chairman, CEO, CFO, and
Director
Scretary
II-6
Dates Referenced Herein and Documents Incorporated by Reference
