MONAR INTERNATIONAL INC. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - MONAR INTERNATIONAL INC.	Financial_Report.xls
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 JANUARY 31, 2013

	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:

64,750,000 as of March 8, 2013.

Index to Financials

Monar International Inc.

Form 10-Q for the Quarter Ended January 31, 2013

INDEX TO FINANCIAL STATEMENTS

		Page No.

	Part I. - Financial Information

Item 1.	Financial Statements.

	Consolidated Balance Sheets as of January 31, 2013 (Unaudited) and July 31, 2012.	3

	Consolidated Statements of Expenses for the three and six months ended January 31, 2013 and 2012 and for the period from July 6, 2009 (Inception) to January 31, 2013 (Unaudited).	4

	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Period from July 6, 2009 (Inception) to July 31, 2012.	5

	Consolidated Statements of Cash Flows for the six months ended January 31, 2013 and 2012 and for the period from July 6, 2009 (Inception) to January 31, 2013 (Unaudited).	6

	Notes to Consolidated Financial Statements (Unaudited).	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9

Item 3.	Quantitative and Qualitative Disclosure about Market Risk.	12

Item 4.	Controls and Procedures.	12


	Part II. - Other Information

Item 1A.	Risk Factors.	12

Item 5.	Other Information.	12

Item 6.	Exhibits.	13

Signatures		14

Exhibit Index		15

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Index to Financials

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MONAR INTERNATIONAL INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

			January 31, 2013		July 31, 2012
			(UNAUDITED)
ASSETS
Current assets
	Cash	$	11	$	9
	Prepaid expenses		-		344
Total current assets			11		353

TOTAL ASSETS		$	11	$	353

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities
	Accounts payable	$	76,719	$	69,814
	Accrued salary		7,500		7,500
	Advances from related party		60,215		60,549
	Advances from third party		68,281		28,457
Total current liabilities			212,715		166,320

Total liabilities			212,715		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, 64,750,000 and 57,600,000 issued and outstanding as of January 31, 2012 and July 31, 2012, respectively		648		576
	Additional Paid-in Capital		951,902		75,474
	Cumulative translation adjustment		(170)		(171)
	Deficit accumulated during development stage		(1,165,084)		(241,846)

Total stockholders’ deficit			(212,704)		(165,967)

Total liabilities & stockholders’ equity		$	11	$	353

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

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Index to Financials

MONAR INTERNATIONAL INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF EXPENSES

(UNAUDITED)

										From July 6,
										2009
		Three Months Ended				Six Months Ended				(Inception) to
		January 31,		January 31,		January 31,		January 31,		January 31,
		2013		2012		2013		2012		2013
Revenues:	$	-	$	-	$	-	$	-	$	-

Expenses:
Advertising and promotion		210,000		250		210,000		250		212,126
Bank service charges		96		182		227		461		2,105
Business license and fees		-		315		7,000		315		7,315
Dues and subscriptions		-		-		103		-		245
Filing fees		35		-		735		955		10,953
Foreign currency exchange loss (gain)		-		-		-		-		(105)
Meals and entertainment		-		1,042		-		1,042		1,042
Office supplies and expenses		-		164		-		164		165
Officer’s salary		660,000		1,250		660,000		8,750		668,750
Postage and shipping		296		173		296		173		1,856
Professional fees		35,638		39,680		44,877		62,694		249,658
Rent expense		-		195		-		390		1,950
Travel expense		-		4,397		-		4,397		9,024
Total expenses		906,065		47,648		923,238		79,591		1,165,084

Loss from operations		(906,065)		(47,648)		(923,238)		(79,591)		(1,165,084)

Net loss	$	(906,065)	$	(47,648)	$	(923,238)	$	(79,591)	$	(1,165,084)

Other comprehensive income (loss):
Foreign currency translation adjustment		-		(1)		1		2		(170)

Total comprehensive loss	$	(906,065)	$	(47,649)	$	(923,237)	$	(79,589)	$	(1,165,254)

Net loss per share - - basic and diluted	$	(0.02)	$	(0.00)	$	(0.02)	$	(0.00)

Weighted average number of common shares outstanding - basic and diluted		60,285,165		57,600,000		59,197,059		57,600,000

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

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Index to Financials

MONAR INTERNATIONAL INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JULY 9, 2009 (INCEPTION) TO JULY 31, 2012

									Deficit
			Common		Additional		Cumulative		Accumulated
	Common		Stock		Paid-in		Translation		During
	Stock		Amount		Capital		Adjustments		Development		Total

Balance, July 6, 2009
(Inception)	-	$	-	$	-	$	-	$	-	$	-

Stock issued for cash	50,000,000		500		(450)		-		-		50

Net loss	-		-		-		-		(16,588)		(16,588)

Balance, July 31, 2009	50,000,000		500		(450)		-		(16,588)		(16,538)

Stock issued for cash	7,600,000		76		75,924		-		-		76,000

Net loss	-		-		-		-		(28,063)		(28,063)

Foreign currency translation	-		-		-		(20)		-		(20)

Balance, July 31, 2010	57,600,000		576		75,474		(20)		(44,651)		31,379

Net loss, July 31, 2011	-		-		-		-		(72,742)		(72,742)

Foreign currency translation	-		-		-		(33)		-		(33)

Balance, July 31, 2011	57,600,000	$	576	$	75,474	$	(53)	$	(117,393)	$	(41,396)

Net loss, July 31, 2012	-		-		-		-		(124,453)		(124,453)

Foreign currency translation	-		-		-		(118)		-		(118)

Balance, July 31, 2012	57,600,000	$	576	$	75,474	$	(171)	$	(241,846)	$	(165,967)

Shares issued for services	1,150,000		12		216,488		-		-		216,500

Shares issued for salaries	6,000,000		60		659,940		-		-		660,000

Net loss, January 31, 2013	-		-		-		-		(923,238)		(923,238)

Foreign currency translation	-		-		-		1		-		1

Balance, January 31, 2013, Unaudited	64,750,000	$	648	$	951,902	$	(170)	$	(1,165,084)	$	(212,704)

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

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Index to Financials

MONAR INTERNATIONAL INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

						From July 6,
						2009
		Six Months Ended				(Inception) to
		January 31,		January 31,		January 31,
		2013		2012		2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(923,238)	$	(79,591)	$	(1,165,084)
Changes in operating assets and liabilities:
Prepaid expenses and deposits		344		(45)		-
Accounts payable & accrued expenses		6,905		49,397		82,719
Accrued salary		-		8,750		7,500
Stock issued to officers		660,000		-		660,000
Stock issued for services		216,500		-		216,500
Net cash used in operating activities		(39,489)		(21,489)		(198,365)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock to founder		-		-		50
Proceeds from advances from related party		98		21,761		103,405
Repayments of advances to related party		(432)		(323)		(43,190)
Proceeds from advances from third party		39,824		-		62,281
Proceeds from stock subscription		-		-		76,000
Net cash provided by financing activities		39,490		21,438		198,546

Effect of exchange rate on cash		1		2		(170)

Net increase (decrease) in cash		2		(49)		11

Cash at beginning of period		9		72		-
Cash at end of period	$	11		23		11

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

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

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Index to Financials

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 January 31, 2013, 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 January 31, 2013, 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 January 31, 2013, the Company had cash and cash equivalents of $11 and working capital deficit of $212,704, 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.

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Index to Financials

For the three months ended January 31, 2013 and 2012, the Company had net operating losses of $906,065 and $47,648, respectively. For the six months ended January 31, 2013 and 2012, the Company had net operating losses of $923,238 and $79,591, respectively. From inception through January 31, 2013, the Company incurred a cumulative net operating loss of $1,165,084.

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 six months ended January 31, 2013, the Company received $98 in advances from the related party for its operating expenses and repaid $432 of the advances. During the six months ended January 31, 2012, the Company received $21,761 from the related party and repaid $ $323 of the advances.

As of January 31, 2013 and July 31, 2012, $60,215 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 April 30, 2013.

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 April 30, 2013, unless the parties agree otherwise.

During the six months ended January 31, 2013, we received advances of $39,824, which was deemed to be a part of the loans. During the six months ended January 31, 2013, the Company did not make any payments on the loans, and as of January 31, 2013 and July 31, 2012, the balance of the loans were $68,281 and $28,457, respectively.

NOTE 6 – SERVICE AGREEMENTS

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 which has been paid to EGC. The Company also agreed to issue EGC 1,000,000 restricted shares of the Company’s common stock valued at $216,500 which were issued during the three months ended January 31, 2013.

NOTE 7 – STOCKHOLDERS EQUITY

During the six months ended January 31, 2013, the Company issued a total of 6,150,000 shares of common stock for salaries. The value of salaries was $660,000 and was based on the value of the Company’s common stock on the date of issuance.

Also, 1,000,000 restricted shares were issued which were valued at $216,500 per agreement noted in Note 6.

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Index to Financials

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 January 31, 2013

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 a net loss from operations of $923,238 for the six months ended January 31, 2013, of which $44,877 were incurred for professional fees, $660,000 for officer salaries, $210,000 for advertising and promotion, $7,000 for business license and fees and $ $1,361 for other operating expenses. During the six months ended January 31, 2012, the Company incurred a net operating loss of $79,591, consisting of professional fees of $62,694, officer’s salaries of $8,750 and other operating expenses of $8,147. 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 January 31, 2013, of $1,165,084, consisting primarily of professional fees of $249,658, advertising and promotion of $212,126, filing fees of $10,953, travel expenses of $9,024, business licenses and fees of $7,315 and officer’s salary of $668,750.

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

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Index to Financials

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 and six 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 Truong 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 and in January 2013 we made a decision to terminate our involvement in this business.

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

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Index to Financials

consumption of diesel fuel by up to 30% and reduce emissions by up to 80%. We are making M-Fuel the main focus of our business activities from this point onward and have terminated the development of the online furniture merchandising business.

To date we have spent nominal time designing the website, but during the past quarter we developed and implemented a re-designed web site focused on the M-fuel business.

Plan of Operation

Our plan is to develop a business based on the production and distribution of M-fuel. We believe there is good business potential in the Canadian market as well as in Southeast Asia where we hold exclusive rights for M-fuel. As well, we believe other markets can be developed on a non-exclusive basis. We intend to develop markets for M-fuel by the following steps.

1.	We will focus on large volume potential customers for M-fuel, such as electricity generators using diesel fuel and fleet operators. Our initial approach will be to get potential customers to test M-fuel on a limited scale to prove the effectiveness of the product. This will be our primary focus for the next three to six months and we estimate the cost of this market development program will be between $20,000 and $30,000.

2.	We also plan to develop a full-scale production unit in Canada, likely in the Montreal area. We will use this unit to demonstrate the economics of M-fuel production and also it will provide us with a supply of M-fuel to test with potential customers. We estimate that we will need four to six months lead time to order and install the production unit and a further three months to debug and optimize it to the point where it is fully operational. We estimate the cost of acquiring and installing the unit will be $250,000 and we are budgeting an additional $100,000 to fund the running in period.

3.	We anticipate that we will not be able to generate revenues until the unit is fully operational and in the first three months after operational start-up we expect that revenues will be nominal, but after that we expect to be able to scale up our revenues.

4.	We are budgeting $100,000 for business development and general operating costs over the next twelve months. These costs are in addition to the $350,000 we require to acquire and set-up the M-fuel production unit. We are currently seeking capital of $500,000. Until we have sufficient capital to order the M-fuel unit we are in preliminary discussions with potential customers in Canada, Vietnam and Australia to create interest in the use of M-fuel.

5.	If we cannot raise sufficient capital we will not order the M-fuel production unit and if, after making the unit operational, 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.

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Index to Financials

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 January 31, 2013, our total assets were $11 and our total liabilities were $212,715, of which $60,215 was due to related party, 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 January 31, 2013 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 5. OTHER INFORMATION.

We failed to report the following issuances of common stock without registration on Form 8-K:

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Index to Financials

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

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Index to Financials

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 18th day of March, 2013.

	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

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Index to Financials

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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