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EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - MONAR INTERNATIONAL INC.exh31-1.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - MONAR INTERNATIONAL INC.exh32-1.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2012
   
 
OR
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 [   ]     NO [X] 
 
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):

 
Large Accelerated Filer
[   ]
 
Accelerated Filer
[   ]
 
Non-accelerated Filer
[   ]
 
Smaller Reporting Company
[X]
 
(Do not check if smaller reporting company)
     

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 December 17, 2012.







Monar International Inc.
Form 10-Q for the Quarter Ended October 31, 2012


INDEX TO FINANCIAL STATEMENTS

   
Page No.
     
   
     
Financial Statements.
 
     
 
Consolidated Balance Sheets as of October 31, 2012 (Unaudited) and July 31,
2012.
3
     
 
Consolidated Statements of Expenses for the Three Months ended October 31,
2012 and 2011 and for the period from July 6, 2009 (Inception) to October 31,
2012 (Unaudited).
4
     
 
Consolidated Statements of Cash Flows for the Three Months ended October 31,
2012 and 2011 and for the period from July 6, 2009 (Inception) to October 31,
2012 (Unaudited).
5
     
 
Notes to Consolidated Financial Statements (Unaudited).
6
     
 Management’s Discussion and Analysis of Financial Condition and Results of
 Operations.
8
     
Quantitative and Qualitative Disclosure about Market Risk.
11
     
Controls and Procedures.
11
     
     
   
     
Risk Factors.
11
     
Changes in Securities and Use of Proceeds.
11
     
 Exhibits.
12
     
13
   
14










PART I – FINANCIAL INFORMATION


ITEM 1.             FINANCIAL STATEMENTS.

MONAR INTERNATIONAL INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


 
October 31, 2012
   
July 31, 2012
 
ASSETS
         
Current assets
         
Cash
$ 10     $ 9  
Prepaid expenses
  163       344  
Total current assets
  173       353  
               
TOTAL ASSETS
$ 173     $ 353  
               
LIABILITIES & STOCKHOLDERS' EQUITY
             
               
Current liabilities
             
Accounts payable
$ 83,245     $ 69,814  
Advances from related party
  60,117       60,549  
Accrued salary
  7,500       7,500  
Advances from third party
  32,450       28,457  
Total current liabilities
  183,312       166,320  
               
Total liabilities
  183,312       166,320  
               
Stockholders' equity (deficit)
             
Preferred Stock, $0.00001 par value, 100,000,000 shares
authorized, 0 issued and outstanding
  -       -  
Common Stock, $0.00001 par value, 250,000,000 shares
authorized, 57,600,000 issued and outstanding as of October 31,
2012 and July 31, 2012, respectively
  576       576  
Additional Paid-in Capital
  75,474       75,474  
Cumulative translation adjustment
  (170 )     (171 )
Deficit accumulated during development stage
  (259,019 )     (241,846 )
               
Total stockholders' deficit
  (183,139 )     (165,967 )
               
Total liabilities & stockholders' equity
$ 173     $ 353  



The accompanying notes are an integral part of these unaudited interim consolidated financial statements




MONAR INTERNATIONAL INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF EXPENSES
(UNAUDITED)


 
Three Months Ended
October 31,
   
From July 6,
2009
(Inception) to
 
 
2012
   
2011
   
October 31,
2012
 
Revenues:
$ -     $ -     $ -  
                       
Expenses:
                     
Professional fees
$ 9,239     $ 23,014     $ 214,020  
Officer’s salary
  -       7,500       8,750  
Filing fees
  700       955       10,918  
Travel expense
  -       -       9,024  
Meals and entertainment
  -       -       1,042  
Rent expense
  -       195       1,950  
Advertising and promotion
  -       -       2,126  
Office supplies and expenses
  -       -       165  
Dues and subscriptions
  103       -       245  
Business license and fees
  7,000       -       7,315  
Postage and shipping
  -       -       1,560  
Foreign currency exchange loss (gain)
  -       -       (105 )
Bank service charges
  131       279       2,009  
Total expenses
  17,173       31,943       259,019  
                       
Loss from operations
  (17,173 )     (31,943 )     (259,019 )
                       
Net loss
$ (17,173 )   $ (31,943 )   $ (259,019 )
                       
Other comprehensive  income (loss):
                     
Foreign currency translation adjustment
  1       4       (170 )
                       
Total comprehensive loss
$ (17,172 )   $ (31,939 )   $ (259,189 )
                       
Net loss per share - - basic and diluted
$ (0.00 )   $ (0.00 )   $    
                       
Weighted average number of common shares outstanding - basic and diluted
  57,600,000       57,600,000          



The accompanying notes are an integral part of these unaudited interim consolidated financial statements






MONAR INTERNATIONAL INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


 
Three Months Ended
October 31,
   
From July 6,
2009
(Inception) to
 
 
2012
   
2011
   
October 31,
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net loss
$ (17,173 )   $ (31,943 )   $ (259,019 )
Changes in operating assets and liabilities:
                     
Prepaid expenses and deposits
  181       (45 )     (163 )
Accounts payable & accrued expenses
  13,431       6,806       89,245  
Accrued salary
  -       7,500       7,500  
Net cash used in operating activities
  (3,561 )     (17,682 )     (162,437 )
                       
CASH FLOWS FROM FINANCING ACTIVITIES:
                     
Proceeds from sale of stock to founder
  -       -       50  
Proceeds from advances from related party
  491       18,314       103,798  
Repayments of advances to related party
  (923 )     -       (43,681 )
Proceeds from advances from third party
  3,993       -       26,450  
Proceeds from stock subscription
  -       -       76,000  
Net cash provided by financing activities
  3,561       18,314       162,617  
                       
Effect of exchange rate on cash
  1       4       (170 )
                       
Net  increase (decrease) in cash
  1       636       10  
                       
Cash at beginning of period
  9       72       -  
Cash at end of period
$ 10     $ 708     $ 10  
                       
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
                     
                       
Cash paid for interest
$ -     $ -     $ -  
Cash paid for income taxes
$ -     $ -     $ -  
                       
NON-CASH INVESTING AND FINANCING ACTIVITIES:
                     
Payments of accounts payable by a third party
$ -     $ -     $ 28,457  



The accompanying notes are an integral part of these unaudited interim consolidated financial statements




MONAR INTERNATIONAL INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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. Monar HK had minimal activities since incorporation through October 31, 2012, and the results of its operations are included in these consolidated financial statements.  On September 2, 2011, the Company incorporated Syntas Inc, a wholly owned subsidiary, in Nevada, United States, which had not had any assets or activities from the date of its inception.  The Company subsequently decided that it did not need Syntas Inc. for its future activities and its corporate registration of with the State of Nevada was allowed to lapse.

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 since its inception.

Initial operations have included organization, capital formation, target market identification, and marketing plans. The Company was originally planning to offer to the public through its website (www.monarinc.com) tasteful traditional style Chinese furniture adapted to modern needs for Asian ethnic and high end markets in North America). As of October 31, 2012, the Company has decided to cease its furniture business

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, 2012, 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.

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.

As of October 31, 2012, the Company had cash and cash equivalents of $10 and working capital deficit of $183,139, which compares to $9 cash and $165,967 working capital deficit, respectively, as of July 31, 2012. 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.



MONAR INTERNATIONAL INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


For the three months ended October 31, 2012 and 2011, the Company had net operating losses of $17,173 and $31,943, respectively. From inception through July 31, 2012, the Company incurred a cumulative net operating loss of $259,019.

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 2012-2013 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 – 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 three months ended October 31, 2012, the Company received $491 in advances from the related party for its operating expenses and repaid $923 of the advances. During the three months ended October 31, 2011, the Company received $18,314 from the related party and did not make any repayments.

As of October 31, 2012 and July 31, 2012, $60,117 and $60,549, respectively, were due to 7bridge and Robert Clarke for the advances.

NOTE 5 - ADVANCES FROM THIRD PARTY

On June 12, 2012, the Company entered into a loan agreement with a third party up to a maximum of $50,000. This loan is non-interest bearing and had an original maturity date of September 1, 2012, which was extended to December 31, 2012.
 
 
During the three months ended October 31, 2012, we received advances of $3,993, which was deemed to be a part of the loan. During the three months ended October 31, 2012, the Company did not make any payments on the loan, and as of October 31, 2012 and July 31, 2012, the balance of the loan was $32,450 and $28,457, respectively.

NOTE 6 – SUBSEQUENT EVENTS

On November 16, 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 is non-interest bearing; all funds are to be repaid on or before January 31, 2012, unless the parties agree otherwise.

On November 26, 2012, the Company entered into a consulting agreement with Emerging Growth Corp (EGC). Per the terms of the agreement, beginning November 1, 2012, EGC will provide to the Company services related to development of an online advertising and awareness program. The services will include one six month campaign. In consideration for the services provided, the Company will pay EGC compensation in the amount of $35,000, with a $10,000 payment due upon execution of the agreement. The Company also agreed to issue EGC 1,000,000 restricted shares of the Company’s common stock. As of the current date, a third party made a $10,000 payment to EGC on behalf of the Company; the Company hasn’t issued any shares to EGC.



ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

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 to October 31, 2012

We have not generated any revenues from operations since inception. We have exhausted our cash as a result of expenses incurred in connection with proposed acquisitions with other entities, all of which were unsuccessful. We had $17,173 net loss from operations for the three months ended October 31, 2012, of  which $9,239 were incurred for professional fees,  $7,000 for  business license and  fees and $ $934 - for other operating expenses.  During the three months ended October 31, 2011, the Company incurred a net operating loss of $31,943, consisting of professional fees of $23,014, officer’s salaries of $7,500 and other operating expenses of $1,429. We are in the start-up phase of our proposed business operations.

From inception on July 6, 2009 to July 31, 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 International Hong Kong Limited on December 15, 2010.  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 October 31, 2012, of $259,019, consisting primarily of professional fees of $214,020, filing fees of $10,918, travel expenses of $9,024, business licenses and fees of $7,315 and officer’s salary of $8,750.

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 July 31, 2012. 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 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 4 months.

On December 7, 2012 we announced the appointment of Dr. Tri Vu Truon and Claude Pellerin to our Board of Directors.  As of the same date we appointed Dr. Truong as President and Chief Operating Officer and Mr. Pellerin as Company Secretary.

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 workflow 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 believed would 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 came to the conclusion that major opportunities exist for the supply of sustainable forest products to the Chinese market and we decided to develop a business based on supply such products to the Chinese market.  We further believed that this would involve a re-structuring of our company to enable both the online sales and forest products sales to develop efficiently and we expected to have our plans for re-structuring finalized by the end of May 2012.

In order to implement the forest products business, on April 10, 2012, we entered into an agreement with Pan Pacific Group International Inc. (“PPGI”) whereby PPGI was to be paid a fee of 10% fee for negotiating logging contracts in the Republic of Suriname over a four-year period. Further, PPGI was to 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.  However, market prospects for the sale of wood products to the Chinese market declined as the Chinese economy slowed through much of 2012 and no sales contracts were signed with Chinese customers.  As a result of the delay the time limit on the initial agreement with PPGI expired and the agreement became null and void.  Until late May we maintained contact with representatives of PPGI to negotiate a new agreement, but with no confirmed orders from Chinese customers we canceled our plans to enter the wood products business and also canceled our plans to re-structure the company.

On August 31, 2012 we announced we had signed a non-binding Letter of Intent (LOI) to acquire the assets of Gravity Collection, Inc. (GCI) a Denver-based multi-media company.  On Sept. 3, 2012 we were informed by GCI that they were canceling the (LOI).

We 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. We do not intend to hire employees for the foreseeable future.  As of December 2012 we intend to concentrate most of our management and administration activities in Montreal, Canada and will move our head office to Montreal at a date to be determined in the near future while maintaining our Hong Kong office for our activities in Asia. Our online sales business is still in its start-up stage and we have not generated any sales to date.

On November 30, 2012, we announced that we had entered into a Strategic Alliance and Distribution Agreement for M-Fuel with Ecolocap Solutions, Inc of Chicago, Illinois.  We will set up a production center in Canada for M-Fuel, the first in North America. M-Fuel is a fuel emulsion, which in tests has proven to reduce consumption of diesel fuel by up to 30% and reduce emissions by up to 80%. We expect that M-Fuel will become



the main focus o our business activities from this point onward.  We are also evaluating whether to continue with the development of the online furniture merchandising business and if we do continue with it, how it should be structured.  We plan to make a definitive decision re. the online furniture business by January 31, 2013 and we may decide to terminate it.

To date we have spent nominal time designing the website, but we are now developing and implementing a re-designed web site.

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.

1.
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.

2.
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.

3.
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.

4.
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.

5.
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 October 31, 2012, our total assets were $173 and our total liabilities were $183,312, of which $60,117 was due to 7bridge Capital Partners Limited for cash advances and payments for operating expenses made to our attorney, auditor and accountant, transfer agent and other third parties.

ITEM 3.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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.

ITEM 4.             CONTROLS AND PROCEDURES.

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 October 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION


ITEM 1A.          RISK FACTORS.

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.

ITEM 2.             CHANGES IN SECURITIES AND USE OF PROCEEDS.

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, raising $76,000.  Since then, we have initiated the development of our web site and data base and have established an office in the Causeway Bay district of Hong Kong.  We estimate that the costs incurred to September 30, 2012 are as shown below.

Offering Expenses
$
30,000
Business licenses and fees
$
1,000
Website development
$
15,500
Database
$
10,000
Marketing and advertising
$
12,850
Establishing an office
$
4,150
Salaries
$
0
Working capital
$
2,500
 
TOTAL
$
76,000



ITEM 6.             EXHIBITS.

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
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










SIGNATURES

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 17th day of December, 2012.

 
MONAR INTERNATIONAL INC.
 
(the “Registrant”)
 
   
 
BY:
ROBERT G. CLARKE
   
Robert G. Clarke
   
Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Treasurer and a member of the Board of Directors













EXHIBIT INDEX

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
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









 
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