Attached files
| file | filename |
|---|---|
| EX-1.1 - STOCK PURCHASE AGREEMENT - El Maniel International Inc | elmaniel_ex0101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): March 10, 2010
(Exact
name of registrant as specified in Charter
|
NEVADA
|
333-148988
|
562672870
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
13520
Oriental St. Rockville, Md 20853
(Address
of Principal Executive Offices)
_______________
(202)
536-5191
(Issuer
Telephone number)
_______________
7424
Brighton Village Drive, Raleigh, NC 27616
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March
10, 2010 (the “Closing Date”), Co-Max International, acquired the majority of
the issued and outstanding common stock of EL MANIEL INTERNATIONAL, INC., a
Nevada corporation (the “Company”), in accordance with a stock
purchase agreement (the “Stock Purchase Agreement”) by and between Barbara
Tejeda and Co-Max International. On the Closing Date, pursuant to the
terms of the Stock Purchase Agreement, Co-Max purchased from Tejeda 65,000,000
shares of common stock for $325,000.00. On March 10, 2010, the Company entered
into a stock purchase agreement with Barbara Tejeda in which the Company
purchased 5,000,000 shares of the Company’s stock from Ms. Tejeda in
consideration for the transfer of all of the shares of El Maniel International
Inc., the former wholly owned subsidiary of the Company.
ITEM
5.01. CHANGES IN CONTROL OF REGISTRANT.
On the
Closing Date, pursuant to the terms of the Stock Purchase Agreement, Co-Max
International purchased a total of 65,000,000 shares of the Company’s common
stock. As a result of a Share Purchase Agreement the Company
experienced a Change in Control under which 73.34% of the shares of the company
are now held by Co-Max International, the new majority shareholder.
ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
In
accordance with the change in control Barbara Tejeda resigned as the Company's
President, CEO any other officer positions held by her and Chairman
of the Board of Directors on March 10h, 2010
and Rafael Tejeda resigned as Secretary of the Company. The
resignation was not the result of any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
On the
same date Khoo Hsiang Hua and Lee Tuck Hing were appointed as Directors of the
Company and David E. Price as Secretary.
Khoo Hsiang Hua has held
managerial and directorship positions within diverse industries for companies in
Malaysia and Hong Kong in the fields of corporate finance, restructuring,
mergers and acquisitions, internal audit, insolvency practice, and other
corporate advisory positions. He has an MBA in Finance from Charles Sturt
University (Australia).
Lee Tuck Hing brings vast experience in
managerial auditing and accounting with emphasis in property development,
particularly project financing, and loan facilities procurement. Mr.
Hing has a Diploma in Accounting and Costing.
As of the
date of this filing, there has not been any material plan, contract or
arrangement (whether or not written) to which Khoo Hsiang Hua, Lee
Tuck Thing and David Price are a party in connection with this appointment as a
director and an officer of this Company.
ITEM
9.01. EXHIBITS.
|
(d)
|
Exhibits.
|
|
|
Exhibit
#
|
Description
|
|
|
1.1
|
Stock
Purchase Agreement by and between Barbara Tajeda and Co-Max
International.
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
El
Manuel International Inc.
|
|
|
By:
|
/s/
Khoo Hsiang Hua
|
|
KHOO
HSIANG HUA
Chief
Executive Officer
|
|
Dated:
March 12, 2010