UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Amendment No. 2 to FORM 10-QSB   [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the Quarterly period ended November 30, 2005  [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition period from ___________ to _____________  INTELLIGENT LIVING CORP. (formerly Elgrande International, Inc.) (Exact name of registrant as specified in its charter)  Nevada000-2533588-0409024(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)  1450 Kootenay Street, Vancouver, B.C. CanadaV5K 4R1(Address of principal executive offices)(Zip Code)  (604) 689-0808 (Issuer's telephone number)  Check whether the registrant (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 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 filings for the past 90 days.  YES (X)   NO  ( )  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X  The number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:  Class January 16, 2005 Common stock, $ 0.001 par value 35,012,479  Transitional Small Business Disclosure format (check one): Yes [ ] No [X]  SEC 2334 (9-05) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.        AS A PART OF THE REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION OF THE COMPANYS PAST FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934, WE ARE FILING THIS AMENDMENT NO. 2 TO OUR FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2005 (THE 2005 FORM 10-QSB), AS WELL AS AMENDING OUR QUARTERLY REPORT FOR OUR FISCAL YEAR ENDED MAY 31, 2005 AND OUR QUARTERLY REPORTS FOR THE PERIODS ENDED AUGUST 31, 2005 AND FEBRUARY 29, 2008.  THIS AMENDMENT AMENDS  THE INFORMATION SET FORTH UNDER THE CAPTION MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  AND THE FORM OF CERTIFICATION OF OFFICER OF THE COMPANY OF THE 2005 FORM 10-QSB.  IN ORDER TO PRESERVE THE NATURE AND CHARACTER OF THE DISCLOSURES SET FORTH IN THE 2005 FORM 10-QSB AS OF FEBRUARY 1, 2006, THE DATE ON WHICH AMENDMENT NO. 1 TO THE 2005 FORM 10-QSB WAS FILED, NO ATTEMPT HAS BEEN MADE IN THIS AMENDMENT TO MODIFY OR UPDATE DISCLOSURES EXCEPT AS DESCRIBED ABOVE.  INTELLIGENT LIVING CORP. (formerly Elgrande International, Inc.) FORM 10-QSB For the Quarterly period ended November 30, 2005  TABLE OF CONTENTS  Page  PART I. FINANCIAL INFORMATION 3  ITEM 1 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  Consolidated Balance Sheets as of November 30, 2005 (Unaudited) and May 31, 2005 3  Consolidated Statements of Operations for the Three Months and Six Months ended November 30, 2005 and 2004 (Unaudited) 4  Consolidated Statements of Cash Flows for the Six Months ended November 30, 2005 and 2004 (Unaudited) 5  Condensed Notes to Consolidated Interim Financial Statements 6  ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10  ITEM 3 CONTROLS AND PROCEDURES 14  PART II. OTHER INFORMATION 15  Signatures 16  Certifications  (filed as attachment)         PART I. FINANCIAL INFORMATION  ITEM 1 - FINANCIAL STATEMENTS  ELGRANDE INTERNATIONAL INC.CONSOLIDATED BALANCE SHEETSNovember 30,2005May 31,ASSETS(Unaudited)2005CURRENT ASSETSCash$27,690$7,918Accounts receivable147,774163,671Inventory116,538256,898Employee expense advances4,7742,884GST tax refundable12,9046,999TOTAL CURRENT ASSETS309,680438,370PROPERTY AND EQUIPMENT, NET1,7161,950OTHER ASSETSSoftware, net41,35646,596Deposits31,72233,062TOTAL OTHER ASSETS73,07879,658TOTAL ASSETS$384,474$519,978LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESBank overdraft$44,867$Accounts payable274,739282,740Accrued liabilities319,246240,759Accrued interest65,04835,143Debentures35,00035,000Loans payable869,554766,590Debentures and loans payable, related parties314,016249,839TOTAL CURRENT LIABILITIES1,922,4701,610,071LONG-TERM LIABILITIESAccounts Payable128,719126,710COMMITMENTS AND CONTINGENCIES--STOCKHOLDERS' EQUITY (DEFICIT)Common stock, 500,000,000 shares authorized,$.001 par value; 23,439,667 sharesissued and outstanding, respectively23,43923,439Additional paid-in capital9,270,1579,270,157Accumulated deficit(10,929,280)(10,513,395)Accumulated other comprehensive income (loss)(31,031)2,996TOTAL STOCKHOLDERS' EQUITY (DEFICIT)(1,666,715)(1,216,803)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)$384,474$519,978  See accompanying condensed notes.





ELGRANDE INTERNATIONAL INC.CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSThree MonthsThree MonthsSix MonthsSix MonthsEndedEndedEndedEndedNovember 30,November 30,November 30,November 30,2005200420052004(unaudited)(unaudited)(unaudited)(unaudited)REVENUES$159,282$344,011$328,608$635,481159,282344,011328,608635,481COST OF REVENUES80,924203,262231,683338,771GROSS PROFIT (LOSS)78,358140,74996,925296,710EXPENSESConsulting fees41,16841,31779,40892,021Selling expense35,51218,71459,570153,825Salaries73,282121,592169,394292,011Depreciation and amortization2,73724,0185,47433,404Office and administration88,02414,024181,88542,151TOTAL OPERATING EXPENSES240,723219,665495,731613,412LOSS FROM OPERATIONS(162,365)(78,916)(398,806)(316,702)OTHER INCOME (EXPENSE)Interest income285518Interest expense(9,774)(4,991)(16,950)(10,249)Other income (expense)--(180)-TOTAL OTHER INCOME (EXPENSE)(9,746)(4,986)(17,079)(10,241)NET LOSS(172,111)(83,902)(415,885)(326,943)OTHER COMPREHENSIVE INCOMEForeign currency translation gain (loss)(40,104)208,130(34,027)208,377COMPREHENSIVE LOSS$(212,215)$124,228$(449,912)$(118,566)BASIC AND DILUTED NET LOSS PER
COMMON SHARE$(0.01)$nil$(0.02)$(0.02)WEIGHTED AVERAGE NUMBER OFCOMMON STOCK SHARES OUTSTANDING,BASIC AND DILUTED30,612,47917,054,29528,266,77617,027,281  See accompanying condensed notes.  4


ELGRANDE INTERNATIONAL INC.CONSOLIDATED STATEMENT OF CASH FLOWSSix MonthsSix MonthsEndedEndedNovember 30,November 30,20052004(unaudited)(unaudited)Cash flows from operating activities:Net loss$(415,885)$(326,943)Adjustments to reconcile net lossto net cash used by operating activities:Services paid by issuance of common stock and options-9,741Depreciation and amortization5,47433,404Bad debt expense-1,774Increase in:Accounts receivable15,8974,915Inventory140,360(64,910)Employee advance receivable(1,890)352Other assets-26,742GST tax refundable(5,905)Accrued liabilities78,487(247,718)Accrued interest29,905(23,883)Accounts payable(8,001)94,406Net cash used in operating activities(161,558)(492,120)Cash flows from investing activities:Deposits1,340(5,399)Purchase of software-(106,350)Net cash used in investing activities1,340(111,749)Cash flows from financing activities:Bank overdraft44,867-Proceeds from loans101,551495,108Proceeds from loans, related party98,89832,504Repayment of loans, related party(34,721)(10,000)Net cash provided by financing activities210,595517,612Net increase (decrease) in cash50,377(86,257)Foreign currency translation gain (loss)(30,605)9,685Cash, beginning of period7,91896,874Cash, end of period$27,690$20,302-SUPPLEMENTAL DISCLOSURES:Cash paid for interest and income taxes:Interest$-$4,423Income taxes$-$-NON-CASH INVESTING AND FINANCING ACTIVITIES:Services paid by issuance of stock and options$-$9,741Warrants issued for financing fees$-$-Stock issued for debt$-$-  See accompanying condensed notes.  5   ELGRANDE INTERNATIONAL, INC. (Formerly Known as Elgrande.com, Inc.) CONDENSED NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS November 30 2005   NOTE 1  BASIS OF PRESENTATION  The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended May 31, 2005. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.  The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered material recurring losses from operations since inception. At November 30, 2005, the Company has a working capital deficit of approximately $1,612,790, an accumulated deficit of $10,929,280 and negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.  Continuation of the Company is dependent on achieving sufficiently profitable operations and obtaining additional financing. Management has and is continuing to raise additional capital from various sources. The Company has developed a wholesale division which sources unique home décor items from Europe for distribution in North America. There can be no assurances that the Company will be successful in raising additional capital. The financial statements do not include any adjustment relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Revenue and Cost Recognition The Company recognizes revenue for product sales when products are shipped and title passes to customers. Cost of sales consists of the purchase price of products sold, inbound and outbound shipping charges, and packaging supplies.  Accounts Receivable The Company carries its accounts receivable at net realizable value.  The Company is in the process of developing a policy for recognizing doubtful accounts.  The Company's policy is to accrue interest on trade receivables 30 days after invoice date. A receivable is considered past due if the Company does not receive payment within 30 days.  Inventories Inventory at November 30, 2005 consists of a variety of home-décor products.  Inventories are recorded using the specific identification method and valued at the lower of cost or market value. Inventory consisting of manufactured products is recorded using the first in first out method and valued at the lower of cost or market value.   6    ELGRANDE INTERNATIONAL, INC. (Formerly Known as Elgrande.com, Inc.) CONDENSED NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS November 30 2005   Recent Accounting Pronouncements In May 2005, the Financial Accounting Standards Board, issued Statement of Financial Accounting Standards (SFAS, No. 154), Accounting Changes and Error Corrections, which replaces Accounting Principles Board Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements -- An Amendment of APB Opinion No. 28. SFAS No. 154 provides guidance on accounting for and reporting changes in accounting principle and error corrections.  SFAS No. 154 requires that changes in accounting principle be applied retrospectively to prior period financial statements and is effective for fiscal years beginning after December 15, 2005.  The Company does not expect SFAS No. 154 to have a material impact on our consolidated financial position, results of operations, or cash flows.  In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153.  This statement addresses the measurement of exchanges of nonmonetary assets.  The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that opinion, however, included certain exceptions to that principle.  This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  This statement is effective for financial statements for fiscal years beginning after June 15, 2005.  Management believes the adoption of this statement will have no impact on the financial statements of the Company.  In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No. 123R, Accounting for Stock Based Compensation.  This statement supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance.  This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments.  This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  This statement does not change the accounting guidance for share based payment transactions with parties other than employees provided in Statement of Financial Accounting Standards No. 123(R).  This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers Accounting for Employee Stock Ownership Plans. Management believes the adoption of this statement will have no impact on the financial statements of the Company. The Company previously adopted Statement of Financial Accounting Standard No. 123.  In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 151, Inventory Costs an amendment of ARB No. 43, Chapter 4. This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that . . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . . This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of so abnormal. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this statement will have any immediate material impact on the Company.  In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (hereinafter SFAS No. 150). Statement of Financial Accounting Standards No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity and requires that those  7    ELGRANDE INTERNATIONAL, INC. (Formerly Known as Elgrande.com, Inc.) CONDENSED NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS November 30 2005   instruments be classified as liabilities in statements of financial position. Previously, many of those instruments were classified as equity. Statement of Financial Accounting Standards No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. Management does not believe the adoption of this statement will have any impact on the Company.  NOTE 3 - COMMON STOCK AND WARRANTS  During the six months ended November 30, 2005, the Company did not issue any common stock.  NOTE 4 - STOCK OPTIONS  During the three months ended August 31, 2005, the Companys board of directors approved the Elgrande International, Inc. 2005 Stock Option Plan. The Company may issue up to 6,000,000 common stock options with a maximum per share price of $0.03.  During the fiscal year ended May 31, 2003, the Companys board of directors approved the Elgrande.com, Inc. 2003 Stock Options Plan. The Company may issue up to 5,000,000 common stock options with a maximum per share price of $0.05.  During the year ended May 31, 2005 and during six months ended November 30, 2005, the Company did not issue any stock options under either plan.  The following is a summary of stock option activity:  Shares Under OptionsExercise PriceOutstanding June 1, 20033,640,000$ 0.61Expired(1,119,000)(0.11)Options outstanding at May 31, 20042,521,0000.83Expired--Options outstanding at May 31, 20052,521,0000.83Expired--Options outstanding and exercisable at November 30, 20052,521,000$ 0.83  NOTE 5 - NOTES AND DEBENTURES PAYABLE  Short-term Notes During the six months ended November 30, 2005, the Company's officers loaned the Company $98,898 to fund continuing operations. The funds are uncollateralized, due on demand and bear no interest. The Company repaid $34,721 in cash. The Company borrowed $101,551 from a private investor. These funds are uncollateralized and bear interest at 6% per annum.  NOTE 6  SUBSEQUENT EVENTS  On December 7, 2005, the Company executed a securities purchase agreement with certain accredited investors. Under the agreement, the Company agreed to sell its convertible debentures due three years from the final closing date.  The principal amount of up to $600,000 bearing interest at the rate of 6% per annum and is convertible into shares of the Companys common stock at a conversion price for each share of common stock equal to 75% of the lowest closing bid price per share of the common stock for the fifteen trading days immediately preceding the date of conversion.  8    ELGRANDE INTERNATIONAL, INC. FORM 10-QSB For the Quarterly period ended November 30, 2005   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  Cautionary Statement Regarding Forward-Looking Statements  This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. 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.  In some cases, you can also identify forward-looking statements by terminology such as "may", "will", "should", "plans", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.  RESULTS OF OPERATIONS  Comparison of the quarter ended November 30, 2005 and November 30, 2004.  The Companys wholesale division, European Sources Direct (ESD), has established wholesale sales representation in key U.S. and Canadian regional giftware and home décor wholesale centers.  We have secured certain exclusive corporate and wholesale distribution rights for products within the USA, Canada and Mexico.  For the quarter ended November 30, 2005, we had revenues of $159,282 versus $344,011 for the same period ending last year.  This substantial decrease in revenues is primarily due to the direct and indirect effect of a prolonged container strike that significantly delayed the receipt of our products from Europe and adversely affected our ability to fulfill orders to our customers.  This strike occurred at the start of the first quarter and continued into the first month of the second quarter.  This period covers the majority of the fall and Christmas holiday wholesale giftware and home décor buying season and resulted in the loss of a substantial portion of our expected incoming sales orders and the cancellation of a large portion of our existing pending sales orders.  Fulfilling orders during this period also resulted in a substantial reduction of our inventory and a resulting inventory imbalance which we are now starting to correct.  The effects of the strike on the first and second quarter financial results are dramatic; however, our customers have been very understanding and moving forward we expect to see a full recovery.  For the quarter ended November 30, 2005, cost of revenues was reduced to $80,924. This represents the cost of inventory sold, the corresponding freight-in charges of importing products, duty and taxes and the cost of shipping product to customers.  The cost of revenue was 51% of revenue compared to 59% for the same period last year.  The decrease represents the effects of higher selling prices, more favorable foreign exchange and reduced transportation costs.  For the quarter ended November 30, 2005, gross profit was $78,358 or 49% of revenue compared to $140,749 or 41% of revenue for the same period ending last year.  Revenue accounts for sales of products that have been delivered to customers.  Pending sales are orders that have been received but not yet fulfilled due to reasons such as back orders or customer credit issues. The financial statements do not reflect pending sales as per GAAP.  9   ELGRANDE INTERNATIONAL, INC. FORM 10-QSB For the Quarterly period ended November 30, 2005    Management is endeavoring to improve our operations. By improving inventory management, shipping logistics and product handling, we believe that we can increase efficiency and further lower costs of revenues to improve gross profit margins.  CHANGES IN FINANCIAL CONDITION  A summary of expenses for the quarter ended November 30, 2005 compared to the period ended November 30, 2004 is as follows:  2005 2004 Consulting $ 41,168 $ 41,317 Selling expense 35,512 18,714 Salaries 73,282 121,592 Depreciation and amortization 2,737 24,018 Office and administration 8,024 14,024 ------------ ------------ $240,723 $219,665 ======= =======  There were some changes in our financial condition. Significant changes that warrant discussion include:  Selling Expenses  Our Advertising and Marketing expenses have not increased in the quarter ending November 30, 2005 primarily due to the fact that our product lines are now well established in the market place, remain trend forward and continue to receive wide editorial media coverage.  During this quarter we incurred pre-paid expenses related to our participation in the spring 2006 New York International trade show.  The rate of Commissions payable to sales representatives has continued to decline reflecting favorable negotiations with our sales agencies to improve our Commission structure.  Salaries  The significant decrease in salaries expense by 40% over the same period in the prior year reflects staff reductions as a result of increased administrative efficiency due to our investment in automation and adjustments to policies and procedures designed to increase our internal efficiency and create an improved balance between our staffing and our level of growth.  Office and Administration  Office and administration costs were increased significantly in the quarter ended November 30, 2005 compared to 2004 due mainly to the adjustment of the fluctuation of foreign exchange rates.  Normal office and administrative expenses for the quarter remained at similar levels to the prior year.  As well, because we have a solid customer base with established credit history, our collections administration costs have been reduced by 32%.  Travel and Entertainment  In the quarter ended November 30, 2005, we cut our travel and entertainment costs by being selective in the trade shows we attended. We also limited our representation at these trade shows, further cutting back travel costs.  Management is currently investigating other ways to improve its business administration. This may involve additional investments in information technology to create efficiencies.   10   ELGRANDE INTERNATIONAL, INC. FORM 10-QSB For the Quarterly period ended November 30, 2005   LIQUIDITY AND CAPITAL RESOURCES  TRENDS LIKELY TO HAVE A MATERIAL IMPACT ON SHORT & LONG TERM LIQUIDITY THE SUCCESS OF THE WHOLESALE LINE  In the previous fiscal year, we established relationships with a network of 16 wholesale marketing agencies and representatives covering the North American market. We have added two marketing agencies in Canada. With exclusive distribution rights with our principal supplier and having established North American sales representation, we believe that revenues will continue to grow to reach its full potential. This will position us to be cash flow positive, self-sustaining and ultimately, profitable.  UNCERTAINTIES LIKELY TO HAVE A MATERIAL IMPACT ON SHORT & LONG TERM LIQUIDITY  Uncertainties in the supply side and sales side of the marketplace can directly impact our revenue, expenses and liquidity. These uncertainties include, but are not limited to: foreign exchange fluctuations, labor and product shortages, labor disruptions, shipping disruptions, ongoing relationships with our suppliers, continued acceptance of the Companys products within the Companys market and cannot be quantified at this time.  INTERNAL AND EXTERNAL SOURCES OF CAPITAL  We have limited assets to sell in order to create short or long term liquidity. Therefore we are dependant on a combination of external sources for funding and the developing trend to positive net cash flow to maintain liquidity.  We have no material commitments requiring capital expenditures. There are no contracts with third parties that require funds.  We anticipate the need to develop sufficient inventory to meet sales demand. Short term, we will have to rely on external sources for funding to support immediate inventory requirements. Long-term, inventory build-up is planned to coincide with our ability to generate positive cash flow. Until such time as we have positive cash flow on a monthly basis, the dependence on external capital will remain.  There are no guarantees that we will be able to raise external capital in sufficient amounts or on terms acceptable to us. Our ability to demonstrate a consistent trend of positive cash flow and profitable quarters will have a beneficial effect on liquidity.  TRENDS, EVENTS OR UNCERTAINTIES THAT HAVE HAD OR THAT ARE REASONABLY EXPECTED TO HAVE A MATERIAL IMPACT ON NET SALES OR REVENUES OR INCOME FROM CONTINUING OPERATIONS  OPERATING ACTIVITIES  As revenue grows, so does the potential for trends, events and uncertainties to influence future cash flow and revenue.  Our wholesale activity is centered on procuring, importing, marketing and selling international products within the North American wholesale market. The current principal country of supply is Germany, with which we have negotiated exclusivity of product supply and currency rate. This will secure us a level of uniqueness of products in the marketplace and a reduction of exposure to foreign currency fluctuations between the Euro and US dollars.  Until such time we are able to diversify our source of supply and range of product, interruptions in supply from manufacturers may have a negative impact on operations, as would any major reduction in consumer demand.  Our principal product line is subject to two buying seasons. A Spring/Summer season, which has buying in the period late January through late April of each year, and a Fall/Winter season which has buying in the period late June through late October. There are order lulls in the periods between the two buying seasons, specifically  11   ELGRANDE INTERNATIONAL, INC. FORM 10-QSB For the Quarterly period ended November 30, 2005   November through January and May through June. The seasonality of the industry therefore has a material effect on the financial condition or results of operations.  We generated negative cash flow from operating activities for the period from inception (April 8, 1998) through November 30, 2005. We realized negative cash flow of $161,558 from operating activities for the six months ending November 30, 2005 compared to negative cash flow of $492,120 from operating activities for the six months ending November 30, 2004.  INVESTING ACTIVITIES  Investing activities for the period from inception through November 30, 2005 consisted primarily of the purchase of inventory and soft costs associated with the development of our wholesale activities.  FINANCING ACTIVITIES  Since inception, we financed operations through proceeds from the issuance of equity and debt securities and loans from shareholders and others. To date, we raised approximately $7 million from the sale of common stock and have borrowed approximately $2 million from investors and shareholders. Funds from these sources have been used as working capital to fund our wholesale activity.  During the six months ending November 30, 2003, we underwent capital restructuring. Since then we have been engaged in a turnaround process that entailed shifting the business focus to importing and wholesale distribution in the giftware and home decor sector. This transition has been extremely successful as evidenced by our increasing sales and revenue. Our Board and management have been focused on carefully examining ways and means of continuing to move ahead. This process included speaking with key suppliers, large customers and potential funding sources. By August 2003, it had become clear that capital restructuring was a necessary step to allow the expansion of its product base, to sign large customers, to improve its due diligence profile with key account customers and suppliers, and to conclude negotiations for the funding necessary to support and grow the business. Upon reviewing these facts and on the advice of counsel, the Board decided that it was in our long-term best interest and the best interests of our shareholders to effectuate a change in our capital structure, and thereby provide us with a more stable base to build upon. In August 2003 we effected a 10 for 1 reverse split of our common stock.  Our financing activities for the six months ended November 30, 2005 provided a net total of $210,595. Cash at the end of the period was $27,690.  Subsequent to the close of our fiscal quarter ended November 30, 2005, we executed a securities purchase agreement dated as of December 7, 2005 (the "Purchase Agreement") with certain institutional and accredited investors under which we agreed to sell to these investors our convertible Debentures due three years from the final Closing Date under the Purchase Agreement in the aggregate principal amount of up to $600,000 bearing interest at the rate of 6% per annum and convertible into shares of our Common Stock at a conversion price for each share of Common Stock equal to 75% of the lowest closing bid price per share (as reported by Bloomberg, LP) of our Common Stock for the fifteen trading days immediately preceding the date of conversion. On December 7, 2005, we completed the sale of an aggregate of $430,000 in Debentures under the Purchase Agreement which resulted in net proceeds to us of $309,600.   12   ELGRANDE INTERNATIONAL, INC. FORM 10-QSB For the Quarterly period ended November 30, 2005   ITEM 3. CONTROLS AND PROCEDURES.  QUARTERLY EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS.  As of the close of the period covered by this Quarterly Report on Form 10-QSB, the Company evaluated the effectiveness of the design and operation of its "disclosure controls and procedures" (Disclosure Controls), and its "internal controls and procedures for financial reporting" (Internal Controls). This evaluation (the Controls Evaluation) was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Principal Financial and Accounting Officer. Rules adopted by the SEC require that in this section of the Quarterly Report we present the conclusions of the CEO and Principal Financial and Accounting Office about the effectiveness of our Disclosure Controls and Internal Controls based on and as of the date of the Controls Evaluation. Based upon that evaluation, the Chief Executive Officer and Principal Financial and Accounting Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in this Quarterly Report on Form 10-QSB and that all such information required to be disclosed is accumulated and communicated to the Companys management, including the Companys Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure. There have been no changes in the Company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.  CEO CERTIFICATIONS.  Appearing immediately following the Signatures section of this Quarterly Report there are two separate forms of "Certifications" of the CEO. The first form of Certification is required in accord with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification).  This section of the Quarterly Report which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.  DISCLOSURE CONTROLS AND INTERNAL CONTROLS.  Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (Exchange Act), such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified.  PART II. OTHER INFORMATION.  ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  During the six month period ended November 30, 2005 the Company did not issue any stock:  ITEM 6. EXHIBITS.   No.                     Description ----------------    ---------------------------------------------------------- 31 Certification of Michael F. Holloran Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 32 Certification of Michael F. Holloran Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.  13   ELGRANDE INTERNATIONAL, INC. FORM 10-QSB For the Quarterly period ended November 30, 2005     SIGNATURES  Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   INTELLIGENT LIVING CORP. (formerly Elgrande International, Inc.)   By: /s/ Michael F. Holloran ------------------------------------- Michael F. Holloran President and Chief Executive Officer (Principal Accounting and Financial Officer)  Dated: July 17, 2008      14