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EX-32.2 - CERTIFICATION - MONAR INTERNATIONAL INC.monar_ex322.htm
EX-31.1 - CERTIFICATION - MONAR INTERNATIONAL INC.monar_ex311.htm
EX-32.1 - CERTIFICATION - MONAR INTERNATIONAL INC.monar_ex321.htm
EX-31.2 - CERTIFICATION - MONAR INTERNATIONAL INC.monar_ex312.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 April 30, 2014

  

  

  

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

45-3116317

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)


7365 Carnelian St., Suite 119

Rancho Cucamonga, CA 91730

(Address of principal executive offices, including zip code)


213-985-1213

(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: 239,000,000 as of June 18, 2014.


        






Monar International Inc.

Form 10-Q for the Quarter Ended April 30, 2014



INDEX TO FINANCIAL STATEMENTS


  

  

Page No.

  

  

 

 

PART I. - FINANCIAL INFORMATION

 

  

  

 

Item 1.

Financial Statements.

 

  

  

 

 

Consolidated Balance Sheets as of April 30, 2014 (Unaudited) and July 31, 2013.

4

  

  

 

 

Consolidated Statements of Expenses for the three and nine months ended April 30, 2014

and 2013 and for the period from July 6, 2009 (Inception) to April 30, 2014 (Unaudited).

5

  

  

 

  

Consolidated Statements of Cash Flows for the nine months ended April 30, 2014 and

2013 and for the period from July 6, 2009 (Inception) to April 30, 2014 (Unaudited).

6

  

  

 

  

Notes to Consolidated Financial Statements (Unaudited).

7

  

  

 

Item 2.

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

10

  

  

 

Item 3.

Quantitative and Qualitative Disclosure about Market Risk.

13

  

  

 

Item 4.

Controls and Procedures.

13

  

  

 

  

  

 

  

PART II. - OTHER INFORMATION

 

  

  

 

Item 1A.

Risk Factors.

14

  

  

 

Item 6.

Exhibits.

14

  

  

 

Signatures

15

  

 

Exhibit Index

16


















-2-




PART I - FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS.
















































-3-




MONAR INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


 

 

April 30, 2014

 

July 31, 2013

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash

$

2

$

74

Total current assets

 

2

 

74

 

 

 

 

 

TOTAL ASSETS

$

2

$

74

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

$

34,043

$

42,193

Accrued salary

 

2,500

 

2,500

Advances from related parties

 

77,732

 

60,835

Advances from third parties

 

109,734

 

91,385

Total current liabilities

 

224,009

 

196,913

 

 

 

 

 

Total liabilities

 

224,009

 

196,913

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

Preferred stock: $0.00001 par value, 100,000,000 shares

authorized, none issued and outstanding

 

-

 

-

Common stock: $0.00001 par value, 250,000,000 shares

authorized, 239,000,000 shares issued and

outstanding as of April 30, 2014 and July 31, 2013, respectively

 

2,390

 

2,390

Additional paid-in capital

 

1,235,160

 

950,160

Cumulative translation adjustment

 

(170)

 

(171)

Accumulated deficit

 

(1,461,387)

 

(1,149,218)

Total stockholders’ deficit

 

(224,007)

 

(196,839)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$

2

$

74













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



-4-





MONAR INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF EXPENSES

(UNAUDITED)


 

 

Three Months Ended

 

Nine Months Ended

 

 

April 30,

 

April 30,

 

 

2014

 

2013

 

2014

 

2013

Revenues

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

Advertising and promotion

 

-

 

-

 

-

 

210,000

Bank service charges

 

194

 

97

 

757

 

324

Business license and fees

 

-

 

650

 

-

 

7,650

Dues and subscriptions

 

-

 

-

 

-

 

103

Filing fees

 

1,378

 

40

 

7,667

 

775

Foreign currency exchange loss (gain)

 

1

 

-

 

1

 

-

Meals and entertainment

 

-

 

-

 

-

 

-

Office supplies and expenses

 

-

 

-

 

-

 

-

Officer’s salary

 

-

 

-

 

-

 

660,000

Postage and shipping

 

-

 

2

 

-

 

298

Professional fees

 

1,500

 

4,500

 

303,744

 

49,377

Public relations

 

-

 

1,665

 

-

 

1,665

Rent expense

 

-

 

-

 

-

 

-

Travel expense

 

-

 

-

 

-

 

-

Total expenses

 

3,073

 

6,954

 

312,169

 

930,192

 

 

 

 

 

 

 

 

 

Loss from operations

 

(3,073)

 

(6,954)

 

(312,169)

 

(930,192)

 

 

 

 

 

 

 

 

 

Net loss

$

(3,073)

$

(6,954)

$

(312,169)

$

(930,192)

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

-

 

-

 

-

 

1

Total comprehensive loss

$

(3,073)

$

(6,954)

$

(312,169)

$

(930,191)

 

 

 

 

 

 

 

 

 

Net loss per share--basic and diluted

 

 

 

 

 

 

 

 

 

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.02)

Weighted average number of common shares

outstanding-- basic and diluted

 

239,000,000

 

64,750,000

 

239,000,000

 

54,505,331











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



-5-




MONAR INTERNATIONAL INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


 

 

Nine Months Ended

 

 

April 30,

 

 

2014

 

2013

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net loss

$

(312,169)

$

(930,192)

Adjustments to reconcile net loss to net cash used in

operating activities:

 

 

 

 

Stock issued to officers

 

-

 

660,000

Stock issued for services

 

285,000

 

216,500

Changes in operating assets and liabilities:

 

 

 

 

Accounts payable and accrued expenses

 

10,199

 

344

Accrued salary

 

-

 

13,761

Net cash used in operating activities

 

(16,970)

 

(39,587)

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

Proceeds from sale of stock to founder

 

-

 

-

Proceeds from advances from related parties

 

16,897

 

259

Repayments of advances to related parties

 

-

 

(432)

Proceeds from advances from third parties

 

 

 

39,824

Proceeds from stock subscription

 

-

 

-

Net cash provided by financing activities

 

16,897

 

39,651

 

 

 

 

 

EFFECT OF EXCHANGE RATE ON CASH

 

1

 

1

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(72)

 

65

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

74

 

9

 

 

 

 

 

CASH AT END OF PERIOD

$

2

$

74

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

Cash paid during the period for:

 

 

 

 

Income taxes

$

-

$

-

Interest

$

-

$

-

 

 

 

 

 

NONCASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

Common stock cancellation

$

 

$

-

Payments of accounts payable by a third party

$

18,350

$

-









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




-6-




MONAR INTERNATIONAL INC

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 activity since incorporation, and through April 30, 2014, 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 no assets or activity since the date of its inception.  The Company subsequently decided that it did not need Syntas Inc. for its future activities, and its corporate registration with the State of Nevada was allowed to lapse.


In the quarter ending April 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements.  The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.


Initial operations have included organization, capital formation, target market identification, and marketing plans.  The Company had originally planned 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.  In April 2013, the Company decided to cease its furniture business.


Effective July 31, 2013, the Company’s board of directors approved the payment of a stock dividend of the Company’s common stock on the basis of three additional shares for each one share of common stock issued and outstanding (4:1 common stock dividend).


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, 2013, 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.





-7-




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 April 30, 2014, the Company had a working capital deficit as of July 31, 2013.  The ability of the Company to no longer be a going concern 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.


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 2014, 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 and Bayview International, both of which are controlled by Mr. Clarke.  These advances are non-interest bearing, unsecured, and due on demand.


During the nine months ended April 30, 2014, the Company received $16,897 in advances from the related party for its operating expenses and repaid $0 of the advances.  During the nine months ended April 30, 2013, the Company received $259 from the related party and repaid $432 of the advances.


As of April 30, 2014 and July 31, 2013, $77,732 and $60,835, respectively, were due to 7bridge/Bayview and Robert Clarke for the advances.


NOTE 5 - ADVANCES FROM THIRD PARTIES


On June 12, 2012, the Company entered into a loan agreement with a third party for 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 ultimately extended to December 31, 2013.  This loan is in default.  As of April 30, 2014 and July 31, 2013, $35,544 and $32,450, respectively, were due to the third party for the advances.  


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, and all funds were to be repaid on or before January 31, 2013, unless the parties agreed otherwise.  The maturity date was ultimately extended to December 31, 2013.  This loan is in default.  As of April 30, 2014 and July 31, 2013, $35,831 was due to the third party for the advances.


On July 31, 2013, the Company entered into a loan agreement to support its operations, which was effective as of May 1, 2013.  Per the terms of the agreement, the lender will advance to the Company a loan of funds and/or payment of third party expenses to a maximum of $40,000.  This loan is non-interest bearing, and all funds are to be repaid on or before December 31, 2013, unless the parties agree otherwise.  This loan is in default.  As of April 30, 2014 and July 31, 2013, $38,359 and $23,104, respectively, were due to the third party for the advances.


As of April 30, 2014 and July 31, 2013, $109,734 and $91,385, respectively, were due to the third parties for the advances.




-8-




NOTE 6 - STOCKHOLDERS’ EQUITY


On August 16, 2013, the Company signed an agreement with a third party to provide services to assist with various aspects of its ongoing corporate development, including expanding its contacts with broker-dealers and within the investment community in general.  The Company transferred 2,850,000 common shares valued at $285,000, based on the trading value on the date of the agreement.  The shares were transferred from another third party to the aforementioned services provider as an act of “good faith” in an effort to ensure that the Company is successful in its future business ventures, and therefore, the Company will be able to repay to the third party transferor certain outstanding advances.  The Company will be able to repay, at a date not yet determined, the outstanding advances to the third party transferor.









































-9-




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


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 April 30, 2014


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 $312,169 for the nine months ended April 30, 2014, of which $303,744 were incurred for professional fees, $7,667 for filing fees, and $757 for bank service charges.  We are in the start-up phase of our proposed business operations.


From inception on July 6, 2009 to April 30, 2014, we incorporated the Company, hired an 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 website.  We have had loss from operations from inception on July 6, 2009 to April 30, 2014, of $1,461,387, consisting primarily of professional fees of $533,744, officer’s salary of $668,750, and advertising and promotion of $212,126.


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 through 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.


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.



-10-




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 secretary.


On May 14, 2013, we announced the resignations of Dr. Tri Vu Truong and Claude Pellerin as members of our board of directors.  On the same date, Dr. Truong resigned as president and Mr. Pellerin resigned as secretary.  Also on May 14, 2013, we announced the appointment of Roberto Roman, Jr. to our board of directors and Mr. Roman was appointed as our chief financial officer and secretary, while our chairman and chief executive officer was re-appointed as our president.


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 October 17, 2011 that the proposed share exchange was cancelled.


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 supplying 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 $5.00 per cubic meter for Asia and European export logs; a $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 cancelled 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 September 3, 2012, we were informed by GCI that they were cancelling the LOI.


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, IL.  M-Fuel is a fuel-water emulsion company, which tests have shown reduced consumption of diesel fuel and other heavy fuel oils.  Initially, our intention was to set up a production and demonstration center in Canada, but sufficient capital could not be raised to launch this venture.  However, the M-Fuel agreement created a focus on the transportation sector in the U.S., which ultimately led to our agreement to acquire NLB.  In the next one to two months, we expect to make a decision as to whether we will continue with the M-Fuel project and, if so, how best to proceed.




-11-



On July 17, 2013, we declared a stock dividend of 3 new shares for each 1 share held (4:1), with a record date of July 31, 2013.  These additional shares were issued on August 6, 2013.


On August 16, 2013, we signed an agreement with Willow Cove Investment Group, Inc. of San Diego, CA to provide services to assist with various aspects of our ongoing corporate development, including expanding our contacts with broker-dealers and the investment community generally.  Compensation to Willow Cove was 2,850,000 shares of our common stock.


On October 21, 2013, we announced that we had reached an agreement to acquire 100% of National Leasing Brokerage LLC, (NLB), a private company based in Rancho Cucamonga, CA, which provides drive away services (fleet re-positioning) to a number of major corporations.  This acquisition did not close by the agreed closing date of December 20, 2013 because NLB did not provide the required audited financial statements and other closing documentation.  We have had no indication from NLB that they will ever provide the required documentation, and we now have no expectation that the NLB acquisition will ever close.  We are therefore looking at other business development opportunities in the U.S., and while to-date no new opportunity has been secured, we believe we will be able to secure a new business opportunity within the next one to two months.


Plan of Operation


In the summer of 2013, we began to focus on business opportunities in North America, specifically in the transportation sector in the United States.  In August 2013, we announced our new business focus to identify acquisition targets in transportation services.  Targeted priority sectors include services such as auto/vehicle transport, drive away services (fleet re-positioning), and fleet management.  On October 21, 2013, we announced that we had reached an agreement to acquire 100% of National Leasing Brokerage LLC, (NLB), a private company based in Rancho Cucamonga, CA which provides drive away services to a number of major corporations.  Since the NLB acquisition did not close, we have broadened our search for new opportunities in the U.S.


We have not begun operations and will not be able to commence operations until we complete a new business acquisition.  Our plan of operation is forward-looking, and there is no assurance that we will be able to complete an acquisition, either in a timely manner, or at all.  Our prospects for profitability are dependent upon completing an acquisition, and as such, our future profitability is dependent upon our success in identifying and securing profitable opportunities.


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 have not generated any revenues.  We cannot guarantee that 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.


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 200,000,000 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 30,400,000 shares of common stock at an offering price of $0.0025 per share to 48 individuals, and raised $76,000.




-12-




As of April 30, 2014, our total assets were $2 and our total liabilities were $224,009, of which $35,831 was from DT Crystal Holdings Ltd. for payments made to our attorney, auditor, accountant, and transfer agent.  $35,544 was from Capex Investment Ltd. for payments made to our attorney, and $38,359 was from National Leasing Brokerage for payments made to our attorney, auditor, accountant, transfer agent, and to the State of Nevada.


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 April 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





























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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 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 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.2

Certification of 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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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 thereunto duly authorized persons, on this 18th day of June 2014.


  

MONAR INTERNATIONAL INC.

  

(the “Registrant”)

 

  

  

  

BY:

ROBERT G. CLARKE

  

  

Robert G. Clarke

  

  

Principal Executive Officer and a member of the Board of Directors

  

 

 

 

BY:

ROBERTO ROMAN, JR.

 

 

Roberto Roman, Jr.

 

 

Principal Accounting Officer, Principal the

 

 

Financial Officer, Treasurer and a member of

 

 

Board of Directors
























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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

 

 

 

 

 

 

 

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.2

Certification of 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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