Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - MONAR INTERNATIONAL INC. | Financial_Report.xls |
| EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION. - MONAR INTERNATIONAL INC. | exh31-1.htm |
| EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION. - MONAR INTERNATIONAL INC. | exh32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2012
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 000-54166
MONAR INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
1103 United Success Commercial Centre
508 Jaffe Road
Causeway Bay
Hong Kong, China
(Address of principal executive offices, including zip code)
852-9738-1945
(Registrant’s telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]
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 (SS 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 [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
57,600,000 as of June 11, 2012.
Monar International Inc.
Form 10-Q for the Quarter Ended April 30, 2012
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Page No.
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Financial Statements.
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Consolidated Balance Sheets as of April 30, 2012 (Unaudited) and
July 31, 2011.
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3
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Consolidated Statements of Expenses for the Three Months and Nine
Months ended April 30, 2012 and 2011 and for the period from July 6,
2009 (Inception) to April 30, 2012 (Unaudited).
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4
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Consolidated Statements of Cash Flows for the Nine Months ended April
30, 2012 and 2011 and for the period from July 6, 2009 (Inception) to
April 30, 2012 (Unaudited).
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5
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Notes to Consolidated Financial Statements (Unaudited).
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6
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Management’s Discussion and Analysis of Financial Condition and Results
of Operation.
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9
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Quantitative and Qualitative Disclosure about Market Risk.
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13
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Controls and Procedures.
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13
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Risk Factors.
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13
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Changes in Securities and Use of Proceeds.
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13
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Exhibits.
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14
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15
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16
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Monar International Inc.
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(A Development Stage Company)
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April 30, 2012
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July 31, 2011
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(Unaudited)
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Current assets
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Cash
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$ | 9 | $ | 72 | |||
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Prepaid expenses
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369 | 208 | |||||
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Total current assets
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378 | 280 | |||||
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TOTAL ASSETS
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$ | 378 | $ | 280 | |||
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LIABILITIES & STOCKHOLDERS' DEFICIT
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Current liabilities
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Accounts payable
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$ | 63,927 | $ | 12,735 | |||
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Advances from related party
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62,739 | 28,941 | |||||
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Accrued salary
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8,750 | - | |||||
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Advances from third party
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3,000 | - | |||||
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Total current liabilities
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138,416 | 41,676 | |||||
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Total liabilities
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$ | 138,416 | $ | 41,676 | |||
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Stockholders' Deficit
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Preferred stock, $0.00001 par value, 100,000,000 shares authorized,
0 issued and outstanding
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$ | - | $ | - | |||
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Common stock, $0.00001 par value, 250,000,000 shares authorized,
57,600,000 issued and outstanding as of April 31, 2012 and July
31, 2011
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576 | 576 | |||||
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Additional paid-in capital
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75,474 | 75,474 | |||||
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Cumulative translation adjustment
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(105 | ) | (53 | ) | |||
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Deficit accumulated during development stage
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(213,983 | ) | (117,393 | ) | |||
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Total stockholders' deficit
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(138,038 | ) | (41,396 | ) | |||
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Total liabilities & stockholders' deficit
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$ | 378 | $ | 280 | |||
The accompanying notes are an integral part of these unaudited consolidated financial statements
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Monar International Inc.
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(A Development Stage Company)
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(Unaudited)
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From July 6, 2009
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Three Months Ended
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Nine Months Ended
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(Inception) to
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April 30,
2012
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April 30,
2011
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April 30,
2012
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April 30,
2011
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April 30,
2012
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Revenue
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$ | - | $ | - | $ | - | $ | - | $ | - | |||||||||
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Expenses
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Professional fees
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$ | 13,124 | $ | 29,478 | $ | 75,818 | $ | 51,268 | $ | 179,180 | |||||||||
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Officers' salary
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$ | - | - | 8,750 | - | 8,750 | |||||||||||||
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Filing fees
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615 | - | 1,570 | 3,379 | 7,766 | ||||||||||||||
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Travel expense
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- | - | 4,397 | - | 9,026 | ||||||||||||||
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Meals and entertainment
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- | - | 1,042 | - | 1,042 | ||||||||||||||
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Rent expense
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- | 195 | 390 | 585 | 1,950 | ||||||||||||||
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Advertising and promotion
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3,058 | - | 3,308 | - | 4,048 | ||||||||||||||
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Office supplies and expenses
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- | - | 164 | - | 164 | ||||||||||||||
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Dues & Subscriptions
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39 | - | 39 | - | 39 | ||||||||||||||
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Business license and fees
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- | - | 315 | - | 315 | ||||||||||||||
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Postage and shipping
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- | - | 173 | - | 173 | ||||||||||||||
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Bank service charges
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163 | 810 | 624 | 810 | 1,530 | ||||||||||||||
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Total expenses
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16,999 | 30,483 | 96,590 | 56,042 | 213,983 | ||||||||||||||
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Net Loss
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$ | (16,999 | ) | $ | (30,483 | ) | $ | (96,590 | ) | $ | (56,042 | ) | $ | (213,983 | ) | ||||
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Other Comprehensive (Loss)
Income
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Foreign currency translation
adjustment
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(54 | ) | 23 | (52 | ) | (34 | ) | (105 | ) | ||||||||||
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Total Comprehensive Loss
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$ | (17,053 | ) | $ | (30,460 | ) | $ | (96,642 | ) | $ | (56,076 | ) | $ | (214,088 | ) | ||||
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Basic and diluted net loss per
share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||||
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Weighted average number of
common shares outstanding,
basic and diluted
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57,600,000 | 57,600,000 | 57,600,000 | 57,600,000 | |||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
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Monar International Inc
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(A Development Stage Company)
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(Unaudited)
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Nine Months Ended
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July 6, 2009
(Inception) to
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April 30, 2012
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April 30, 2011
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April 30, 2012
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (96,590 | ) | $ | (56,042 | ) | $ | (213,983 | ) | ||
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Adjustments to reconcile net loss to net cash used
in operating activities:
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Changes in operating assets and liabilities:
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Prepaid expenses and deposits
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(161 | ) | (1,000 | ) | (369 | ) | |||||
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Accounts payable
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54,192 | 4,425 | 66,927 | ||||||||
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Accrued salary
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8,750 | - | 8,750 | ||||||||
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Net cash used in operating activities
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(33,809 | ) | (52,617 | ) | (138,675 | ) | |||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from sale of stock to founder
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- | - | 50 | ||||||||
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Proceeds from advances from related party
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34,123 | 21,000 | 101,262 | ||||||||
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Repayments of advances to related party
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(325 | ) | (37,500 | ) | (38,523 | ) | |||||
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Proceeds from stock subscription
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- | - | 76,000 | ||||||||
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Net cash provided by (used in) financing activities
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33,798 | (16,500 | ) | 138,789 | |||||||
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Effect of exchange rate on cash
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(52 | ) | (33 | ) | (105 | ) | |||||
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Net increase (decrease) in cash
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(63 | ) | (69,150 | ) | 9 | ||||||
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Cash at beginning of period
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72 | 71,780 | - | ||||||||
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Cash at end of period
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$ | 9 | $ | 2,630 | $ | 9 | |||||
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SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
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Cash Paid for interest
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$ | - | $ | - | $ | - | |||||
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Cash Paid for income taxes
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$ | - | $ | - | $ | - | |||||
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NON-CASH INVESTING AND FINANCING
ACTIVITIES:
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Payments of accounts payable by a third party
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$ | 3,000 | $ | - | $ | 3,000 | |||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
Monar International Inc.
(A Development Stage Company)
(Unaudited)
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
Monar International Inc. (the “Company”) was incorporated in Nevada on July 6, 2009. On December 15, 2010, the Company incorporated a wholly owned subsidiary, Monar Hong Kong Limited (Monar HK), in Hong Kong. On September 2, 2011, the Company incorporated Syntas Inc., a wholly owned subsidiary, in Nevada, United States. Monar HK had minimal activities since incorporation through April 30, 2012; results of its operations are included in these consolidated financial statements. As of April 30, 2012, Syntas Inc did not have any assets or any activity since their inception through April 30, 2012.
The Company has limited operations and in accordance with FASB ASC 915-15, is considered a development stage company. The Company has had no revenues from operations from its inception to date.
Initial operations have included organization, capital formation, target market identification, and marketing plans. The Company has a website (www.monarinc.com) that will offer to the public tasteful traditional style Chinese furniture adapted to modern needs for Asian ethnic and high end markets in North America. As of April 30, 2012, the website is still under development.
In March 2012, the Company announced its decision to implement a new business strategy by entering the business of providing supply of forest product to the Chinese market. The Company believes that its new business strategy will increase the scale and profitability of the Company’s China business activities and will enhance shareholder value. The new strategy will involve a re-structuring of the Company to enable both the online sales and forest products sales to develop efficiently. The Company expects to have its plans for re-structuring finalized in the next two months.
NOTE 2 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Financial Report on Form 10-K for the fiscal year ended July 31, 2011, as filed with the SEC.
In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented, have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
The Company’s consolidated financial statements include all accounts of Monar International Inc. and its two wholly owned subsidiaries: Monar HK and Syntas. All significant inter-company balances and transactions have been eliminated in consolidation.
Monar International Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. If the Company fails to generate positive cash flow or obtain additional financing, when required, it may have to modify, delay, or abandon some or all of its business and expansion plans.
At April 30, 2012, the Company had cash and cash equivalents of $9 and working capital deficit of $138,038, which compares to $72 cash and $41,396 working capital deficit as of July 31, 2011. The ability of the Company to emerge from the development stage is dependent upon the Company's successful efforts to raise sufficient capital and then attaining profitable operations. The Company intends to fund operations through sales and equity financing arrangements.
For the three months ended April 30, 2012 and 2011, the Company had net operating losses of $16,999 and $30,483. During the nine months period ended April 30, 2012 and 2011, the Company had net operating losses of $96,590 and $56,042, respectively. From inception through April 30, 2012 the Company incurred a cumulative net operating loss of $213,983.
The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan, and that it will require additional cash resources during 2012 based on its current operating plan and conditions. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 - RECLASSIFICATIONS
During the nine months ended April 30, 2012, the Company accrued salaries of $8,750 to Mr. Rodriguez, the Company’s Principal Accounting and Financial Officer and Treasurer. Mr. Rodriguez resigned from his position in November of 2011, and is no longer deemed to be a related party. The whole amount of accrued salaries of $8,750 due to Mr. Rodriguez as of April 30, 2012 was reclassified as being due to unrelated party. There was no amount due to Mr. Rodriguez outstanding as of July 31, 2011.
NOTE 5 – RELATED PARTY TRANSACTIONS
To support its operations, the Company receives advances from Robert Clarke, President and sole Director, and 7bridge Capital Partners Limited, which is controlled by Mr. Clarke. These advances are non-interest bearing, unsecured and due on demand.
During the nine months ended April 30, 2012, the Company received $34,123 in cash advances from the related party for its operating expenses and repaid $325 of the advances.
As of April 30, 2012 and July 31, 2011, $62,739 and $28,941, respectively, were due to 7bridge and Robert Clarke for cash advances.
Monar International Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 6 – SUBSEQUENT EVENTS
On June 12, 2012, the Company entered into a loan agreement with a third party. Per the terms of the agreement, the third party will advance to the Company a loan of funds and /or payment of third party expenses to a maximum of $50,000. This loan will be non-interest bearing and has to be repaid on or before September 1, 2012, unless the parties agree otherwise. During the quarter ended April 30, 2012, a third party made a payment of $3,000 on behalf of the Company which is deemed to be a part of the loan.
This section of this quarterly report 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, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Results of operations
From Inception on July 6, 2009 April 30, 2012
We had a loss from operations for the three months ended April 30, 2012 of $16,999 in comparison to $30,483 loss for the three months ended April 30, 2011. During the nine months period ended April 30, 2012 and 2011, the Company had net operating losses of $96,590 and $56,042, respectively. We are in the start-up phase of our proposed business operations.
As of April 30, 2012 we have cash on hand of $ 9. To fund ongoing activities and business development we expect to receive additional advances from 7bridge Capital, a company controlled by our President. We expect to be able to receive sufficient funds from 7bridge to enable us to complete our web site and start-up our business, as well as to cover professional fees. These advances will continue to be without interest or specific terms of payment. Beyond the start-up phase we do not expect to be able to receive advances from 7bridge indefinitely and if we are unable to generate sufficient revenue from sales or are unable to locate other sources of funds we will not continue and will cease operations.
From inception on July 6, 2009 to April 30, 2012, we incorporated the company, hired the attorney, hired an auditor and our registration statement was declared effective by the SEC. We incorporated a wholly owned subsidiary, Monar Hong Kong Limited on December 15, 2010 and a second wholly-owned subsidiary, Syntas Inc., in Nevada on September 2, 2011. We have prepared an internal business plan. We have reserved the domain name “www.monarinc.com” and commenced construction of our web site.
We have had loss from operations from inception on July 6, 2009 to April 30, 2012 of $213,983, mostly related to our professional and consulting fees of $179,180. The professional fees included legal fees of $59,703, audit and accounting fees of $82,290 and consulting and other professional fees of $37,187. Since inception to date, we also incurred officer’s salary of $8,750, filing fees of $7,766, travel expenses of $9,026, and other expenses of $9,261.
Since inception, we sold 5,000,000 shares of common stock to our sole officer and director for $50 and have collected gross proceeds under our public offering of $76,000 to January 31, 2011. Shares totaling 760,000 shares of common stock were issued to the subscribers to our public offering on August 17, 2010.
On July 8, 2010, the completion of our public offering provided us with sufficient capital to begin our operations. We are currently implementing our business plan to begin operations and are following our plan to spend the funds as described in the Use of Proceeds section of our prospectus, which was filed with the SEC on December 3, 2009.
On January 12, 2011, we declared a stock dividend of 9 new shares for each 1 share held (10:1) with a record date of January 24, 2011. These additional shares were issued immediately after the record date.
On January 24, 2011 our Board of Directors approved an increase in authorized capital from 100,000,000 common shares to 250,000,000 common shares. This increase was approved by written consent of our majority shareholder, Robert Clarke, our President, who holds approximately 86.81% of our common stock. All shareholders at the record date of February 1, 2011 were notified by mail of the increase in authorized capital when it became effective.
On January 28, 2011 we entered into an agreement with Adegu Canada Inc. (“Adegu”) located in Toronto, Ontario, Canada, wherein we retained Adegu to provide general management services and access to certain technical understandings and expertise for the development of our business operations. The term of the agreement was three months at a fee of CDN$7,000.00 per month.
On April 28, 2011, Charlie Rodriguez was appointed treasurer, principal financial officer and principal accounting officer. Mr. Rodriguez replaced Robert Clarke in those positions. Mr. Clarke continued as president, principal executive officer, secretary, and the sole member of the board of directors. Mr. Rodriquez was selected for the foregoing positions as a result of his past experiences with public companies. On November 14, 2011 Mr. Rodriguez resigned as Chief Financial Officer. Mr. Rodriguez has not expressed any disagreements with us over any financial or accounting matter. During his period with us we orally agreed with Mr. Rodriguez to pay him a monthly fee of $2,500 as his compensation. In total $7,500 is still owed to Mr. Rodriguez for three months compensation up to the date of his resignation on Nov. 14, 2011. We expect to have sufficient funds to pay the compensation owed to Mr. Rodriguez over the next 3 to 6 months.
On May 5, 2011, we entered into a non-binding memorandum of understanding (MOU) with a group of shareholders of Integrated Clinical Care Corporation, a Nevada corporation (“ICC”) to acquire up to 100% of the outstanding shares of common stock of ICC in exchange for 50,000,000 restricted shares of our common stock. ICC offers to medical practices usable work flow solutions that include advanced support systems at the point-of-care in the field medical/clinical services with special emphasis on the rapidly evolving practice of oncology. On July 5, 2011 we replaced the MOU with a binding share exchange agreement with an anticipated closing date of July 31, 2011. It subsequently proved impossible to close the contemplated transaction by July 31, 2011, nor for an extended period thereafter, and as a result, we gave formal notice to ICC on Oct. 17, 2011 that the proposed share exchange was canceled.
On March 20, 2012, we announced that we had initiated a new business strategy which we believe will increase the scale and profitability of our China business activities and will enhance shareholder value. In developing the supplier base for our online sales of Chinese furniture we became evident that major opportunities exist for the supply of sustainable forest products to the Chinese market and we have decided to develop a business based on supply such products to the Chinese market. This will involve a re-structuring of our company to enable both the online sales and forest products sales to develop efficiently. We expect to have our plans for re-structuring finalized in the next two months.
In a further step to develop the forest products business, on April 10, 2012, we entered into an agreement with Pan Pacific Group International Inc. (“PPGI”) whereby PPGI will be paid a fee of 10% fee for negotiating logging contracts in the Republic of Suriname over a four-year period. Further, PPGI will be paid US$5.00 per cubic meter for Asia and European export logs; a US$20,000 set up fee upon signing a formal agreement with us; 10% net profits on domestic log and lumber sales; and 500,000
restricted shares of our common stock. Since then the time limit on this initial agreement has expired and the agreement is null and void, but we are in contact with PPGI to negotiate a more extensive agreement covering essentially the same terms. At this is point there is no deadline to finalize this new agreement.
We are negotiating for expanded premises to establish our office and acquire the equipment for our operations. Earlier we had expected to have expanded office premises in place by November 1, 2010, but we have delayed this as we did not have an immediate need. We finalized new office arrangements in April 2011 and have been operating our Hong Kong office from a location in the Causeway Bay district as of August 2011. We have allocated $10,000 for the initial setup of the office and do not expect to exceed that amount. As costs are incurred for office set-up we expect to be able to cover these via advances from 7bridge Capital. We do not intend to hire employees for the foreseeable future. Our sole officer and director will handle our administrative duties and he will also contract for such other personnel as we may require on a short term basis.
To date we have spent nominal time designing the website, but we are now developing a re-designed web site for which we are testing its basic functionality. We now believe we will have about a 30% overrun on our original budget of $10,000 for the website which will include graphics and links from our site. We intend to locate smaller, new manufacturers to offer their products on a more exclusive basis and are currently evaluating several Chinese manufacturers.
To facilitate our operations in Hong Kong we incorporated a company in Hong Kong under the name Monar Hong Kong Limited and this company will be the focus for our day to day operations in Hong Kong and China. As well, in February 2012 we decided to focus all future development of our web site through Monar Hong Kong Limited utilizing the abundant, low cost IT and web development resources available in the province of Guangdong which is adjacent to Hong Kong. We commenced this transition in late February following the full resumption of business activities in China after the break for Chinese New Year. Final completion of the online sales web site has been deferred until we finalize our corporate structure to accommodate the forest products business. In work has been ongoing on web site development and we have also modified it to cover activities in forest product sales to China.
On June 8, 2012 we signed a letter agreement with Capex Investment Ltd. to provide funding for working capital up to $50,000. To date $28,000 of this facility has been used. We have to repay these funds by September 1, 2012 unless a longer term agreement is negotiated with Capex.
Plan of Operation
We completed our public offering on July 8, 2010 and our specific goal is to profitably sell products on our Internet website to the public. We intend to accomplish the foregoing by the following steps.
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1.
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Marketing and advertising will be focused on promoting our website and products. The advertising campaign may also include the design and printing of various sales materials. Once our website is fully operational we intend to market our products and website through traditional sources. Advertising and promotion will be an ongoing effort but the initial cost of developing the campaign is estimated to cost between $15,000 to $35,000.
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2.
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Once the website is fully functional and we have located and negotiated agreements with a suitable number of suppliers to offer their products for sale, we intend to hire 1 or 2 part-time salesperson(s) to fill Internet orders from customers.
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3.
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We anticipate that we will generate revenues as soon as we are able to offer products for sale on our website. This will happen once we negotiated agreements with one or two suppliers of products and we are currently identifying Chinese suppliers the products we wish to offer.
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4.
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We will not be conducting any research. We are not going to buy or sell any plant or significant equipment during the next twelve months.
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|
5.
|
We will develop a separate business plan for our recently announced intention to supply forest products to the Chinese market.
|
|
6.
|
If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything.
|
Limited operating history and need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
To become profitable and competitive, we have to locate and negotiate agreements with manufacturers to offer their products for sale to us at pricing that will enable us to establish and sell the products to our clientele at a profit and although we are in the process of locating suitable manufacturers there is no assurance that we will be successful in doing so. We will also need to seek additional equity financing to provide capital if we are to grow rapidly.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Liquidity and capital resources
As of the date of this report, we have yet to generate any revenues from our business operations.
We issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. This was accounted for as a sale of common stock. We completed our public offering on July 8, 2010 and sold 760,000 shares of common stock at an offering price of $0.10 per share to 48 individuals and raised $76,000.
As of April 30, 2012, our total assets were $378, comprised of cash and prepaid expenses, and our total liabilities were $138,416, out of which $62,739 was due to 7bridge Capital Partners Limited for payments made for our operating expenses.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.
There were no changes in our internal control over financial reporting during the quarter ended April 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
On November 30, 2009, our Form S-1 registration statement (SEC file no. 333-161566) was declared effective by the SEC. Pursuant to the Form S-1, we offered 750,000 shares minimum, 1,500,000 shares maximum at an offering price of $0.10 per share in a direct public offering, without any involvement of underwriters or broker-dealers. On July 8, 2010, we completed our public offering and sold 760,000 shares of common stock at an offering price of $0.10 per share and raised $76,000. Since then, we have paid the following amounts from the proceeds of our public offering:
|
Website development
|
$ | 15,500 | ||
|
Database
|
$ | 7,500 | ||
|
Marketing and advertising
|
$ | 10,175 | ||
|
Establishing an office
|
$ | 2,500 | ||
|
Salaries
|
$ | 0 | ||
|
Working capital
|
$ | 2,500 | ||
|
TOTAL
|
$ | 35,675 |
We realized net proceeds of $45,000 after offering costs and we have spent $35,675 of this amount as identified above. We expect to pay the remaining costs identified in our S-1 Use of Proceeds in the next 3 to 6 months with funds advanced as necessary from 7bridge Capital. During the three months ended April 30, 2012, we incurred new expenditures for web site development and other business development activities totaling $11,675.
|
Incorporated by reference
|
|||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed
herewith
|
|
3.1
|
Articles of Incorporation.
|
S-1
|
8/26/09
|
3.1
|
|
|
|
|||||
|
3.2
|
Bylaws.
|
S-1
|
8/26/09
|
3.2
|
|
|
|
|||||
|
3.3
|
Amended Articles of Incorporation.
|
10-Q
|
3/16/11
|
3.1
|
|
|
|
|||||
|
4.1
|
Specimen Stock Certificate.
|
S-1
|
8/26/09
|
4.1
|
|
|
|
|||||
|
10.1
|
Memorandum of Lease.
|
S-1/A-1
|
10/08/09
|
10.1
|
|
|
|
|||||
|
14.1
|
Code of Ethics.
|
10-K
|
10/27/10
|
14.1
|
|
|
|
|||||
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|
|||||
|
99.2
|
Audit Committee Charter.
|
10-K
|
10/27/10
|
99.2
|
|
|
|
|||||
|
99.3
|
Disclosure Committee Charter.
|
10-K
|
10/27/10
|
99.3
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 13th day of June, 2012.
|
MONAR INTERNATIONAL INC.
|
||
|
(the “Registrant”)
|
||
|
|
||
|
BY:
|
ROBERT G. CLARKE
|
|
|
Robert G. Clarke
|
||
|
President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and sole member of the Board of Directors
|
||
|
Incorporated by reference
|
|||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed
herewith
|
|
3.1
|
Articles of Incorporation.
|
S-1
|
8/26/09
|
3.1
|
|
|
3.2
|
Bylaws.
|
S-1
|
8/26/09
|
3.2
|
|
|
3.3
|
Amended Articles of Incorporation.
|
10-Q
|
3/16/11
|
3.1
|
|
|
4.1
|
Specimen Stock Certificate.
|
S-1
|
8/26/09
|
4.1
|
|
|
10.1
|
Memorandum of Lease.
|
S-1/A-1
|
10/08/09
|
10.1
|
|
|
14.1
|
Code of Ethics.
|
10-K
|
10/27/10
|
14.1
|
|
|
21.1
|
List of Subsidiaries.
|
10-K
|
10/31/11
|
21.1
|
|
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
99.2
|
Audit Committee Charter.
|
10-K
|
10/27/10
|
99.2
|
|
|
99.3
|
Disclosure Committee Charter.
|
10-K
|
10/27/10
|
99.3
|
|
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|||
-16-