UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549





FORM 10-K





[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JULY 31, 2013





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)





Suite 119, 7365 Carnelian St.


Rancho Cucamonga, CA 91740


(Address of principal executive offices, including zip code)





213-985-1939


(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to section 12(g) of the Act:NONE
COMMON STOCK





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YES [   ]   NO [X]





Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act:    YES [X]   NO [   ]





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 filing requirements for the past 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 (§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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[   ]





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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





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





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [X]   NO [   ]





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of July 31, 2013: $4,800,000.





At November 12, 2013, 239,000,000 shares of the registrant’s common stock were outstanding.











TABLE OF CONTENTS





PagePART IItem 1.
Business.
3Item 1A.
Risk Factors.
6Item 1B.
Unresolved Staff Comments.
6Item 2.
Properties.
6Item 3.
Legal Proceedings.
6Item 4.
Mine Safety Disclosures.
6PART IIItem 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
7Item 6.
Selected Financial Data.
8Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation.
8Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
11Item 8.
Financial Statements and Supplementary Data.
11Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
21Item 9A.
Controls and Procedures.
21Item 9B.
Other Information.
23PART IIIItem 10.
Directors, Executive Officers and Corporate Governance.
23Item 11.
Executive Compensation.
28Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
29Item 13.
Certain Relationships and Related Transactions, and Director Independence.
30Item 14.
Principal Accountant Fees and Services.
30PART IVItem 15.
Exhibits and Financial Statement Schedules.
32Signatures
33Exhibit Index
34














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 Table of Contents


PART I





ITEM 1.            BUSINESS.





Monar International Inc. (the “Company) was incorporated in the State of Nevada on July 6, 2009. On December 15, 2010, the Company incorporated a wholly owned subsidiary, Monar International Hong Kong Limited.  Our original business objective was to develop a website to offer to the public a tasteful traditional style Chinese furniture adapted to modern needs for Asian ethnic and high end markets in North America.  We eventually found that there was not sufficient demand for such a website to be able to operate a business profitably.





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 and operations.  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.





We have not begun operations and will not be able to commence operations until we complete the acquisition of NLB.  Our target date for completion of the NLB acquisition is mid-December 2013, but to date NLB has been behind schedule in preparing for its side of the transaction. Thus, at this time we cannot have any assurance that we will be able to complete the acquisition of NLB by our target date of Dec. 20, 2013 nor at any date thereafter.  We intend to work closely with NLB to complete this transaction if possible. Our plan of operation is forward looking and our prospects for profitability are dependent upon completing the NLB acquisition and other, yet to be identified, acquisitions in the transport sector.  In the drive away sector there are a number of smaller organizations which offer the prospect of greater operational and cost efficiencies if consolidated into a larger organization.  We are reviewing this sector to identify opportunities for potential future acquisitions.





Customer Service





We intend to provide a high level of customer service for clients in the transportation services sector because the gaining and retention of clients depends on maintaining good customer relationships and prompt response to client requests.  Personal contact with executives of client organizations is very important and responsiveness to client needs plus competitive pricing of services are keys to success.  In the case of NLB it maintains a roster of experienced contract drivers who are able to offer clients reliable operation and delivery of the client’s trucks and fleet vehicles.





Revenue





We intend to generate revenue from our proposed NLB and other potential acquisitions, all of which will provide services on a fee or contact basis.  The drive-away services (fleet repositioning) involves the provision of qualified drivers who drive vehicles to new locations as needed by clients.  It is a fee for service business and most revenue is generated under contracts with clients whereby fees for services are agreed in advance.





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Competition





The transportation services sector is highly competitive.  We expect competition to continue to intensify in the future. If we are able to complete the acquisition of NLB we will immediately acquire a customer base which will include some large corporations.  Within the specific sub-sector of drive away services (i.e. fleet repositioning) NLB operates with a nationwide footprint, having 125 independent contracted licensed drivers who operate from seven depots:  two in California, plus Seattle, Phoenix, Nashville, Chicago and Boston. There can be no assurance that we can maintain a competitive position against current or future competitors, particularly those with greater financial, marketing, service, support, technical and other resources.  Our failure to maintain a competitive position within the market could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures faced by us may have a material adverse effect on our business, financial condition and results of operations.





Insurance





We do not currently maintain any insurance but will carry appropriate insurance coverage for the transportation services sector after we complete the NLB acquisition. Because we do not have any insurance, if we are made a party of a liability action, we may not have sufficient funds to defend the litigation.  If that occurs a judgment could be rendered against us, which could cause us to cease operations.





Employees; Identification of Certain Significant Employees





We are a development stage company and currently have no employees subject to any compensation plans.  Completion of the NLB acquisition will provide us with a small administrative staff, plus a contracted workforce of over 100 drivers. We intend to hire additional employees on an as needed basis.





Offices





Our principal executive office has been re-located to the same location as NLB’s offices at Suite 119, Carnelian St., Rancho Cucamonga, CA.  Our telephone number is 213-985-1939 and our registered agent for service of process is the National Registered Agents Inc. of NV, located at 1000 East William Street, Suite 204, Carson City, Nevada 89701.  Our office location will become our fully functioning administrate and operational head office if we complete the acquisition of NLB. Until then we will use minimal space and have an oral agreement for office rental with a twelve month rent free period running from June 1, 2013.  We will formalize a rental agreement upon closing of the NLB acquisition.





Government Regulation





We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally but, following the NLB acquisition, we would then be subject to the normal range of taxes and fees which apply to business in California and the transportation sector generally.





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In addition, because our services will be provided in multiple states, other jurisdictions may claim that we are required to qualify to do business in each such state.  Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties.  It could also hamper our ability to enforce contracts in such jurisdictions.  Currently, we are qualified to do business in Nevada and are qualified to do business in Hong Kong through our wholly-owned subsidiary, Monar Hong Kong Limited.  Other than Nevada and Hong Kong, we do not believe we will have to qualify to do business in any other jurisdiction.





In Nevada, we are required to pay an annual fee to the Nevada Secretary of State of $165.00.  Nevada has no corporate income taxes.





Every foreign corporation doing business in Hong Kong must register as a foreign company under Part XI of the Companies Ordinance (Cap. 32), and within 30 days of beginning operation registers the business under the provisions of Business Registrations Ordinance (Cap. 310).  The total cost of the registration is approximately $250.00 which will be paid from working capital following the completion of this public offering.





Income tax in Hong Kong is called a “profit tax”.  We will be subject to the profit tax of approximately 16% and is predicated on gross profits.





Share Exchange Agreement and Corporate Strategy





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 usable work flow 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 September 2, 2011, we established a wholly-owned subsidiary incorporated in the State of Nevada named Syntas Inc.  We did this in the expectation of the closing of the share exchange with ICC to facilitate the continuation of our proposed business of marketing traditional Chinese furniture.  Since we terminated the proposed share exchange with ICC on October 17, 2011 we subsequently decided that we do not need Syntas Inc. for our future activities and the corporate registration of this company with the State of Nevada was allowed to lapse.





On March 20, 2012 we announced that we had initiated a new business strategy to make our main focus the supply of profitable wood products to the Chinese market based on sustainable and certified forest management practices. Through contacts generated in identifying our furniture suppliers data base in China we were able to identify potential suppliers of both logs and sawn lumber in both North and South America.











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Subsequently, on April 10, 2012 we announced that we had signed Letter Agreement with Pan Pacific Group International Inc., (“PPGI”) to access South American tropical hardwoods producers, initially focusing on timber suppliers in the Republic of Suriname.  However, as a result of continuing softness in the Chinese housing market throughout 2012 we were unable to obtain firm commitment from Chinese timber brokers and distributors and the agreement with PPGI was allowed to lapse.





In August 2012 we were approached by Gravity Collection Inc. (GCI), a Denver-based multi-media company regarding the possibility that we would acquire GCI.  On August 31, 2012 we announced that we had signed a non-binding Letter of Intent to acquire GCI.  However, as we were commencing our due diligence of GCI and were requesting financial and other information on GCI we were notified by GCI that they were terminating the proposed acquisition.  We announced the termination on September 5, 2012.





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, which tests have shown reduces 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 US which ultimately led to our agreement to acquire NLB. If we complete the NLB acquisition we will make a decision whether we will continue with the M-fuel project and, if so, how best to proceed.





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 has not yet closed and will not close for a number of weeks, at the earliest.





ITEM 1A.
RISK FACTORS.





We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.





ITEM 1B.
UNRESOLVED STAFF COMMENTS.





We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.





ITEM 2.            PROPERTIES.





None.





ITEM 3.            LEGAL PROCEEDINGS.





We are not presently a party to any litigation nor have we been informed by NLB of any litigation to which NLB is a party.





ITEM 4.            MINE SAFETY DISCLOSURES.





None.


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PART II





ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.




Our common stock commenced trading on the over-the-counter Bulletin Board on October 25, 2010.  It currently trades under the symbol “MNAI”.  Following is a table of the high bid price and the low bid price for each quarter during the last two years.
 
 2013
High Bid
Low BidFirst Quarter, Ending October 31, 2012
$
0.1500
$
0.0750Second Quarter, Ending January 31, 2013
$
0.1250
$
0.0500Third Quarter, Ending April 30, 2013
$
0.0375
$
0.0275Fourth Quarter, Ending July 31, 2013
$
0.0275
$
0.01252012
High Bid
Low BidFirst Quarter, Ending October 31, 2011
$
0.1275
$
0.0650Second Quarter, Ending January 31, 2012
$
0.1275
$
0.0625Third Quarter, Ending April 30, 2012
$
0.1375
$
0.0625Fourth Quarter, Ending July 31, 2012
$
0.1250
$
0.1175
 
 Holders
 
 There are 36 holders of record for our common stock.  There are a total of 239,000,000 shares of common stock outstanding.  One of our shareholders is Robert G. Clarke, our President and sole director, who owns 180,000,000 restricted shares of our common stock.
 
 Dividends
 
 We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.
 
 Section 15(g) of the Securities Exchange Act of 1934
 
 Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
 
  -7-
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  Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
 
 Securities Authorized for Issuance Under Equity Compensation Plans
 
 We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.
 
 ITEM 6.            SELECTED FINANCIAL DATA
 
 We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
 
 ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
 
 This section of this annual report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking the higher audit and 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 July 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 loss from operations for the twelve months ended July 31, 2013 of $907,372, of which $18,156 was for legal fees, $3,311 was for audit fees and accounting services, $3,751 for consulting and other professional fees, $1,459 for filing fees, $-0- for travel expenses, $-0- for rent expense, $210,000 for advertising and promotion, $660,000 for officer’s salary, and $453 for bank service charges. We are in the start-up phase of our proposed business operations.
 
 From inception on July 6, 2009 to July 31, 2013, 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 a loss from operations from inception on July 6,
  -8-
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  2009 to July 31, 2013 of $1,149,218, of which $86,987 was for legal fees, $88,153 was for audit fees and accounting services, $54,859 for consulting and other professional fees, $11,677 for filing fees, $9,024 for travel expenses, $1,950 for rent expense, and $212,126 for advertising and promotion.
 
 Since inception, we sold 200,000,000 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 30,400,000 shares of common stock were issued to the subscribers to our public offering on August 17, 2010.
 
 On January 12, 2011, we declared a stock dividend of 9 new shares for each 1 share held (10:1) with a record date of January 24, 2011. These additional shares were issued immediately after the record date.
 
 On January 24, 2011 our Board of Directors approved an increase in authorized capital from 100,000,000 common shares to 250,000,000 common shares. This increase was approved by written consent of our majority shareholder, Robert Clarke, our President, who holds approximately 86.81% of our common stock. All shareholders at the record date of February 1, 2011 were notified by mail of the increase in authorized capital when it became effective.
 
 On April 28, 2011, Charlie Rodriguez was appointed treasurer, principal financial officer and principal accounting officer.  Mr. Rodriguez replaced Robert Clarke in those positions. Mr. Clarke continued as president, principal executive officer, secretary, and the sole member of the board of directors.  Mr. Rodriquez was selected for the foregoing positions as a result of his past experiences with public companies.  On November 14, 2011 Mr. Rodriguez resigned as Chief Financial Officer.  Mr. Rodriguez has not expressed any disagreements with us over any financial or accounting matter. During his period with us we orally agreed with Mr. Rodriguez to pay him a monthly fee of $2,500 as his compensation.  In total $2,500 is still owed to Mr. Rodriguez for one month’s 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 2 months.
 
 On December 10, 2012, Dr. Tri Vu Truong was appointed as President and Chief Operating and Claude Pellerin was appointed as our to Secretary.  Also on December 10, 2012 Robert G. Clarke continued as our Chairman and Chief Executive Officer.
 
 On May 13, 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 development, particularly in the preparation and submission of an application for DTC eligibility.   Compensation to Willow Cove was $5,000 and 10,000 shares of our common stock.
 
 On May 14, 2013, Dr. Tri Vu Truong and Claude Pellerin resigned as officers and directors of Monar International Inc.
 
 On May 14, 2013, Roberto Roman, Jr. was appointed secretary, treasurer, principal accounting officer, principal financial officer and a member of our board of directors.  Robert Clarke continued as a member of the board of directors and on May 14, 2013 was appointed president and principal executive officer and continued as Chairman of our board of directors.
 
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  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.
 
 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.
 
 We have not begun operations and will not be able to commence operations until we complete the acquisition of NLB which we are targeting to do in December 2013. Our plan of operation is forward looking and there is no assurance that we will be able to complete the NLB acquisition, either in a timely manner or at all.  Our prospects for profitability are dependent upon completing the NLB acquisition and other, yet to be identified, acquisitions in the transport sector, and as such our future profitability is dependent upon our success in identifying and securing profitable opportunities in the transportation sector.
 
 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.
 
 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.
 
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ITEM 7A.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.





ITEM 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





MONAR INTERNATIONAL INC.


TABLE OF CONTENTS





IndexREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F-1CONSOLIDATED FINANCIAL STATEMENTSConsolidated Balance Sheets as of July 31, 2013 and 2012
F-2Consolidated Statements of Expenses for the years ended July 31, 2013 and 2012 and for the period from July 6, 2009 (Inception) to July 31, 2013
F-3Consolidated Statements of Changes in Stockholders’ Equity (Deficit)for the period fromJuly 6, 2009 (Inception) to July 31, 2013
F-4Consolidated Statements of Cash Flows for the years ended July 31, 2013 and 2012 and for the period from July 6, 2009 (Inception) to July 31, 2013
F-5NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-6



































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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors


Monar International, Inc.


(A Development Stage Company)


Hong Kong, China





We have audited the consolidated balance sheets of Monar International, Inc. and its subsidiary (collectively, the “Company”) as of July 31, 2013 and 2012, and the related consolidated statements of expenses, changes in stockholders’ deficit, and cash flows for the years then ended and for the period from July 6, 2009 (inception) through July 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Monar International, Inc. and its subsidiary as of July 31, 2013 and 2012, and the results of their operations, and their cash flows for the years then ended and for the period from July 6, 2009 (inception) through July 31, 2013 in conformity with accounting principles generally accepted in the United States of America.





The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company suffered a net loss from operations and has a net capital deficit, which raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.





MALONEBAILEY, LLP


www.malonebailey.com


Houston, Texas





November 15, 2013








F-1


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Monar International Inc.


(A Development Stage Company)


Consolidated Balance Sheets








July 31, 2013

July 31, 2012ASSETSCurrent assets:Cash
$
74
$
9Prepaid expenses

-

344Total current assets

74

353TOTAL ASSETS
$
74
$
353LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent liabilities:Accounts payable
$
42,193
$
69,814Accrued salary

2,500

7,500Advances from related parties

60,835

60,549Advances from third parties

91,385

28,457Total current liabilities

196,913

166,320Total liabilities

196,913

166,320Stockholders’ deficitPreferred 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 and 57,600,000 shares issued and

outstanding as of July 31, 2013 and July 31, 2012, respectively

2,390

576Additional paid-in capital

950,160

75,474Cumulative translation adjustment

(171)

(171)Deficit accumulated during development stage

(1,149,218)

(241,846)Total stockholders’ deficit

(196,839)

(165,967)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
$
74
$
353





























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





F-2


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Monar International Inc.


(A Development Stage Company)


Consolidated Statements of Expenses


For the Years Ended July 31, 2013 and July 31, 2012 and


For the Period From July 6, 2009 (Inception) to July 31, 2013








From July 6,

2009Year Ended

(Inception) toJuly 31,

July 31,2013

2012

2013Revenues
$
-
$
-
$
-Expenses:Professional fees

25,219

101,419

230,000Officer’s salary

660,000

8,750

668,750Filing fees

1,459

4,022

11,677Travel expenses

-

4,395

9,024Meals and entertainment

-

1,042

1,042Rent expense

-

390

1,950Advertising and promotion

210,000

1,386

212,126Office supplies and expenses

-

165

165Dues and subscriptions

103

142

245Business license and fees

8,175

315

8,490Postage and shipping

298

1,560

1,858Foreign currency exchange loss (gain)

-

(105)

(105)Public relations

1,665

-

1,665Bank service charges

453

972

2,331Total expenses

907,372

124,453

1,149,218Loss from operations

(907,372)

(124,453)

(1,149,218)Net loss
$
(907,372)
$
(124,453)
$
(1,149,218)Other comprehensive income (loss)Foreign currency translation adjustment

-

(118)

(171)Total comprehensive loss
$
(907,372)
$
(124,571)
$
(1,149,389)Net loss per share--basic and diluted
$
(0.00)
$
(0.00)Weighted average number of common shares

outstanding-- basic and diluted

227,108,791

230,400,000





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





F-3


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 Table of Contents


Monar International Inc.


(A Development Stage Company)


Consolidated Statements of Changes in Stockholders’ Equity (Deficit)


For the Period from July 6, 2009 (Inception) to July 31, 2013





DeficitAccumulatedCommon

Additional

Cumulative

DuringCommon

Stock

Paid-in

Translation

DevelopmentStock

Amount

Capital

Adjustments

Stage

TotalBalance, July 6, 2009 (inception)
-
$
-
$
-
$
-
$
-
$
-Stock issued for cash
200,000,000

2,000

(1,950)

-

-

50Net loss, July 31, 2009
-

-

-

-

(16,588)

(16,588)Balance, July 31, 2009
200,000,000

2,000

(1,950)

-

(16,588)

(16,538)Stock issued for cash
30,400,000

304

75,696

-

-

76,000Net loss, July 31, 2010
-

-

-

-

(28,063)

(28,063)Foreign currency translation
-

-

-

(20)

-

(20)Balance, July 31, 2010
230,400,000

2,304

73,746

(20)

(44,651)

31,379Net loss, July 31, 2011
-

-

-

-

(72,742)

(72,742)Foreign currency translation
-

-

-

(33)

-

(33)Balance, July 31, 2011
230,400,000

2,304

73,746

(53)

(117,393)

(41,396)Net loss, July 31, 2012
-

-

-

-

(124,453)

(124,453)Foreign currency translation
-

-

-

(118)

-

(118)Balance, July 31, 2012
230,400,000

2,304

73,746

(171)

(241,846)

(165,967)Stock issued for officers’ salaries
24,000,000

240

659,760

-

-

660,000Stock issued for services
4,600,000

46

216,454

-

-

216,500Shares cancellation
(20,000,000)

(200)

200

-

-

-Net loss, July 31, 2013
-

-

-

-

(907,372)

(907,372)Balance, July 31, 2013
239,000,000
$
2,390
$
950,160
$
(171)
$
(1,149,218)
$
(196,839)





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





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 Table of Contents


Monar International Inc.


(A Development Stage Company)


Statements of Cash Flows


For the Years Ended July 31, 2013 and July 31, 2012 and


For the Period from July 6, 2009 (Inception) to July 31, 2013








Year Ended

From July 6, 2009July 31,

(Inception) to2013

2012

July 31, 2013CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
$
(907,372)
$
(124,453)
$
(1,149,218)Adjustments to reconcile net loss to net cash used in

operating activities:Stock issued to officers

660,000

-

660,000Stock issued for services

216,500

-

216,500Changes in operating assets and liabilities:Prepaid expenses and deposits

344

(136)

-Accounts payable and accrued expenses

35,307

63,079

111,121Accrued salary

(5,000)

7,500

2,500Net cash used in operating activities

(221)

(54,010)

(159,097)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from sale of stock to founder

-

-

50Proceeds from advances from related parties

1,209

36,168

104,516Repayments of advances to related parties

(923)

(4,560)

(43,681)Proceeds from advances from third parties

-

22,457

22,457Proceeds from stock subscription

-

-

76,000Net cash provided by financing activities

286

54,065

159,342EFFECT OF EXCHANGE RATE ON CASH

-

(118)

(171)NET CHANGE IN CASH AND CASH EQUIVALENTS

65

(63)

74CASH AT BEGINNING OF PERIOD

9

72

-CASH AT END OF PERIOD
$
74
$
9
$
74SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during the period for:Income taxes
$
-
$
-
$
-Interest
$
-
$
-
$
-NONCASH INVESTING AND FINANCING ACTIVITIESCommon stock cancellation
$
200
$
-
$
200Payments of accounts payable by a third party
$
62,928
$
6,000
$
68,928

















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





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MONAR INTERNATIONAL INC


(A DEVELOPMENT STAGE COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





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 July 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 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.





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 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, 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 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America.





a)         Cash and Cash Equivalents





Cash consists of cash on deposit with maturities less than three months at a major financial institution.





b)         Use of Estimates and Assumptions





The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.











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c)         Financial Instruments





The carrying values of the Company’s financial instruments, consisting of cash, prepaid expenses, accounts payable and advances from related and third parties, approximate their fair value due to the short maturity of these instruments.  The Company’s operations are outside the United States and some of its assets and liabilities have exposure to market risks from changes in foreign currency rates.  The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates.  Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.





d)         Income Taxes





The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes.”  This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes.  If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.





e)         Foreign Currency Translation





The Company’s foreign operations use the U.S. dollar as the functional currency.  Accordingly, non-U.S. dollar transactions are re-measured to U.S. dollars using current rates of exchange for monetary assets and liabilities, and historical rates of exchange for nonmonetary assets and related elements of expense.  Revenue and expense elements are re-measured using average rates for the reporting period.





f)          Basic and Diluted Net Loss per Share





The Company reports loss per share in accordance with ASC 260, “Earnings per Share.”  Basic loss per share is computed using the weighted average number of shares of common stock outstanding during the period.  Diluted loss per share is computed using the weighted average number of shares of common stock and potentially dilutive securities outstanding during the period (none for the periods presented).  The Company has no stock option plan and has not issued any warrants or other potentially dilutive securities as of July 31, 2013.





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.





At July 31, 2013, the Company had cash and cash equivalents of $74 and working capital deficit of $196,839, which compares to $9 cash and $165,967 working capital deficit 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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For the year ended July 31, 2013 and 2012, the Company had net operating losses of $907,372 and $124,453.  From inception through July 31, 2013, the Company incurred a cumulative net operating loss of $1,149,218.





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 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 – RECLASSIFICATIONS





During the year ended July 31, 2012, the Company accrued salaries of $7,500 to Mr. Rodriguez, the Company’s Principal Accounting and Financial Officer and Treasurer.  Mr. Rodriguez resigned from his position in November of 2011, and is no longer deemed to be a related party.  The entire amount of accrued salaries of $7,500 due to Mr. Rodriguez as of July 31, 2012 was reclassified as being due to unrelated party.  Payments were made to Mr. Rodriguez during the 2013 fiscal year by a third party, and as of July 31, 2013, the amount due to Mr. Rodriguez was $2,500.





NOTE 5 – 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 year ended July 31, 2013, the Company received $1,209 in cash advances from 7bridge Capital Partners Limited/Robert Clarke for its operating expenses, and repaid $923 of the advances.  During the year ended July 31, 2012, the Company received $36,168 from 7bridge Capital Partners Limited/Robert Clarke, and repaid $4,561 of the advances.





As of July 31, 2013 and July 31, 2012, $60,835 and $60,549, respectively, were due to the related party above for cash advances.  All the reimbursements owed to the President and sole Director of the Company will go to 7Bridge Capital Partners Limited.





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.  The Company’s Chief Financial Officer provides consulting services to the lender.  During the fiscal year, the third party paid expenses of $23,104 on behalf of the Company, which was deemed to be a part of the loan.  During the fiscal year, the Company did not make any payments on the loan, and as of July 31, 2013, the balance of the loan was $23,104.





NOTE 6 – 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.


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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.





During the fiscal year, third parties paid expenses of $62,928 on behalf of the Company, which was deemed to be a part of the loans.  During the fiscal year, the Company did not make any payments on the loans, and as of July 31, 2013 and July 31, 2012, the balance of the loans were $68,281 and $28,457, respectively.





NOTE 7 – INCOME TAXES





The Company has tax losses that may be applied against future taxable income.  The potential tax benefits arising from these loss carry forwards, which expire beginning the year 2031, are offset by a valuation allowance due to the uncertainty of profitable operations in the future.  During the years ended July 31, 2013 and 2012, the Company had net operating losses of $907,372 and $124,453.  The cumulative net operating loss carry forward as of July 31, 2013 was $1,149,218.  The statutory tax rate for fiscal years 2013, 2012, and 2011 is 35%.  The significant components of the deferred tax asset as of July 31, 2013 and 2012 are as follows:





2013

2012Net operating loss carry forwards
$
402,226
$
84,646Less: Valuation allowance

(402,226)

(84,646)Net deferred tax asset
$
-
$
-





NOTE 8 – STOCKHOLDERS’ EQUITY





During the fiscal year, the Company issued a total of 24,000,000 common shares (post 4:1 common stock dividend) for salaries.  The value of salaries were $660,000 and was based on the trading value on the date of agreement.





The Company also issued 600,000 (post 4:1 common stock dividend) common shares to consultants valued at $16,500 based on the trading value on the date of the agreement.





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 provided services related to development of an online advertising and awareness program.  The services will include one nine-month campaign.  In consideration for the services provided, the Company issued EGC 4,000,000 common shares (post 4:1 common stock dividend) valued at $200,000.





NOTE 9 – SUBSEQUENT EVENTS





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 issued 2,850,000 common shares valued at $285,000 based on the trading value on the date of the agreement.


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ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.





There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our consolidated financial statements for the period from inception to July 31, 2013, included in this report have been audited by MaloneBailey, LLP, as set forth in this annual report.





ITEM 9A.         CONTROLS AND PROCEDURES.





Evaluation of Disclosure Controls and Procedures





We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.





Limitations on the Effectiveness of Controls





Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.





The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.











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CEO and CFO Certifications





Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the 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.





Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.





Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.





Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2013. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of July 31, 2013, the Company’s internal control over financial reporting was effective.





This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.





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 Table of Contents


Changes in Internal Controls





There were no changes in our internal control over financial reporting during the quarter ended July 31, 2013 that have affected, or are reasonably likely to affect, our internal control over financial reporting.





ITEM 9B.         OTHER INFORMATION.





None.








PART III





ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





Officers and Directors





The names, addresses, ages and positions of our officers and directors are set forth below:





Name and Address
Age
Position(s)Robert Clarke
69
president, principal executive officer,Suite 1103, United Success Commercial Centre

and member of the board of directors508 Jaffe  RoadCauseway Bay, Hong Kong, ChinaHong Kong, ChinaRoberto Roman, Jr.
46
principal accounting officer, principalSuite 119, 7365 Carnelian St.

financial officer, treasurer, secretary andRancho Cucamonga, CA  91740

member of the board of directors





The persons named above are expected to hold their offices/positions until the next annual meeting of our stockholders.





Background of officers and directors





On December 10, 2012. Dr. Tri Vu Truong was appointed as President and Chief Operating and Claude Pellerin was appointed as our to Secretary.  Also on December 10, 2012 Robert G. Clarke continued as our Chairman and Chief Executive Officer.





On May 14, 2013, Dr. Tri Vu Truong and Claude Pellerin resigned as officers and directors of Monar International Inc.





On May 14, 2013, Roberto Roman, Jr. was appointed secretary, treasurer, principal accounting officer, principal financial officer and a member of our board of directors.





Robert Clarke continued as a member of the board of directors and on May 14, 2013 was appointed president and principal executive officer and continued as Chairman of our board of directors.





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 Table of Contents


Our current board of directors consists of Robert Clarke and Roberto Roman, Jr. who also are our only officers.





ROBERTO ROMAN, JR.





Education





Bachelor of Science, Major Accounting: California State University, Los Angeles 1990-1996


United States Marine Corps M.O.S # 7501 Search and Rescue Specialist 1985-1990


Bishop Mora Salesian High School Roman Catholic 1981-1985
 Queen of Angeles Seminary Roman Catholic Priesthood 1980-1981





Experience





R and R Management Consultants Inc.   (Private Sector)      Accountant August  2009 - Present





A professional Accounting and F/C Bookkeeping Firm. To Instruct/Educate Clients on Balance sheets, Income Statements, Financial Statements Budgets Forecasting/SBA Loans/Grants/Tax Debt Projections, A/R Credit inquiries Reconstruct and Implement Internal Controls, Procedures, Customer Service Internal Auditing, Cost Accounting, A/P, Vouchers, Purchase Orders Introduce and Implement Accounting software, Design specific Management Reports Complete and submit tax remittance (Sales) Financial analysis, financial audits, G/L. A/R, A/P, fixed-asset accounting in accordance with GAAP standards. Developed  Multi-Company GL’s.  Prepare Corporate1120 Tax Returns and Personnel Tax Returns.





Kentmaster Manufacturing Inc.   (Private Sector)         Controller June 2006 - August 2009





A Manufacturer of Slaughtering Machines. Developed Cost strategies, analysis and capabilities based on accounting manufacturing principals. Create sales, Promotions and Incentives using Rebates, moving slower products and earning interest on revenue received. Roadmaps for manufacturing, production planning, quality, shop floor automation. . Reviewed and analyze the effectiveness and efficiency of existing processes and systems and develop strategies for improving Production. G/L, A/R, and A/P.





Los Angeles Business Journal      (Private Sector)          Controller November 2004- June 2006





A Weekly Publication Finance Newspaper. Delivered cost savings by initiating expense analysis of internal controls, which uncovered overpayments of 125k. Year End, Quarterly, Monthly Financial Reporting, Financial Analysis, Budgets and Forecasts, Balance and Income Statements, Payable and Receivables Reconciliation, Audit Payroll Journal and Journal Entries.





Digital Variable Printing Inc.      (Private Sector)    Controller March  2003- November 2004





A Digital Printing Company. Instruct/Educate Client on Balance sheets, Income Statements, Financial Statements Budgets/Forecasting. Supervise Office Staff and oversee all Financial and Operation analysis, financial audits, G/L, A/R, A/P and fixed-asset accounting in accordance with GAAP standards. Develop and manage external financial relationships (e.g., banks, insurers, auditors) and constantly look for ways to strengthen overall financial performance.


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 Table of Contents


ROBERT CLARKE





Since our inception on July 6, 2009, Robert Clarke has been a member of our board of directors.  From July 6, 2006 through December 4, 2012, Mr. Clarke was our president, principal executive officer, and secretary.  From July 6, 2009 to May 14, 2013, Mr. Clarke was our treasurer, principal accounting officer and principal financial officer. From July 2008 to June 2009, Mr. Clarke was Chairman and a Director of Ecolocap Solutions Inc., a Nevada corporation located in Montreal, Quebec. Ecolocap is engaged in the business of providing services and products related to the reduction of greenhouse gases. Ecolocap’s common stock is traded on the Bulletin Board operated by the Financial Industry Regulatory Authority (FINRA) under the symbol ECOS. From July 15, 2008 to June 16, 2009, Mr. Clarke was a member of the Board of Directors of Tiger Renewable Energy, Ltd., and from September 12, 2008 to June 4, 2009, he was President and CEO. After Mr. Clarke resigned, Tiger Renewable Energy, Ltd changed its name to Cono Italiano, Inc. and is currently in the business of marketing Italian food products with its principal place of business located in Keyport, New Jersey. Cono Italiano is currently a development stage company and is traded on the Bulletin Board under the symbol CNOZ. Since June 2000, Mr. Clarke has been Chairman of 7bridge Capital, a private venture capital group in Hong Kong. Prior to moving to Hong Kong Mr. Clarke was based in Vancouver, BC and played a key role in the start-up and financing of several Canadian and United States companies in the high technology and telecommunications sectors. Since mid 2001 he has been based in Hong Kong and involved in private and public companies, with a particular emphasis on the development of China opportunities. Prior to moving to Hong Kong in June 2001, Mr. Clarke served as a Director and as President and Chief Executive Officer of Waverider Communications Inc. from January 1997 to December 1997. He was a Director and Chairman of TEK Digitel Corp. from June 1998 until September 1999. Mr. Clarke also served as the Chairman of the Board of Directors of ePhone Telecom Inc. from April 1999 until July 21, 2000. He rejoined the ePhone Board on December 1, 2000 once again becoming Chairman, which position he held until September 12, 2002. He resigned from the ePhone Board on December 30, 2002. He also served as the Chief Executive Officer of ePhone from June 3, 1999 to April 1, 2000 and again from December 1, 2000 to July 1, 2002. For three periods: June 3, 1999 to August 8, 1999; March 9, 2000 to April 1, 2000; and December 1, 2000 to April 1, 2001 he also served as President. Mr. Clarke has also been Director and Chairman of the Board of Directors of Manaris Corporation (formerly C-Chip Technologies Corporation) from January 2003 to August 23, 2006 on which date resigned as both Chairman and a director. Mr. Clarke was a director of L&L International Holdings, Inc. from Sept. 11, 2004 to March 4, 2005. L&L was later renamed to L&L Energy, Inc. and trades on the Nasdaq Global Market (LLEN). Mr. Clarke has also been Chairman of Cardtrend International Inc. (now known as Mezabay International Inc.) since Oct. 2, 1998, except for a period from Dec. 17, 2004 to Oct. 5, 2005, until resigning January 23, 2008. He also served a Chief Executive Officer of Cardtrend (then called Asia Payment Systems Inc.) from Oct. 15, 2005 until May 22, 2006. Cardtrend International Inc. is now known as Mezabay International Inc.





During the past ten years, Messrs. Roman, Jr. and Clarke have not been the subject of the following events:





1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;2.
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);


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 Table of Contents





3.
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or anassociated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;ii)
Engaging in any type of business practice; oriii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;4.
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;5.
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;6.
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:i)
Any Federal or State securities or commodities law or regulation; orii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, oriii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or8.
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.


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Neither Messrs. Roman or Clarke are parties to any agreements with us to award any compensation to them. Further, Mr. Roman, Jr. does not own any shares of our common stock and there are no plans to issue him any shares of our common stock.  Mr. Roman, Jr. does not have any family relationship with Mr. Clarke.  Mr. Roman, Jr. was appointed to our board of directors based upon his accounting experience.





Conflict of Interest





We believe neither Mr. Clarke nor Mr. Roman is subject to any conflict of interest.  No policy has been implemented or will be implemented to address conflicts of interest.





Audit Committee Financial Expert





We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.





Audit Committee and Charter





We have a separately-designated audit committee of the board.  Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the audit committee charter is filed as Exhibit 99.2 to our report on Form 10-K filed with the Securities and Exchange Commission on October 27, 2010.





Code of Ethics





We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1 to our report on Form 10-K filed with the Securities and Exchange Commission on October 27, 2010.





Disclosure Committee and Charter





We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.  A copy of the disclosure committee charter is filed as Exhibit 99.3 to our report on Form 10-K filed with the Securities and Exchange Commission on October 27, 2010.





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Section 16(a) of the Securities Exchange Act of 1934





All officer, directors and owners of 10% or more of our shares of common stock have filed all reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended.





ITEM 11.          EXECUTIVE COMPENSATION.





The following table sets forth the compensation paid by us for the last three years through July 31, 2013, for our officers.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officers.





Executive Officer Compensation Table


NonqualifiedNon-Equity
DeferredStock
Option
Incentive Plan
Compensation
All OtherName and

Salary
Bonus
Awards
Awards
Compensation
Earnings
Compensation
TotalPrincipal Position
Year
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Robert Clarke
2013
0
0
0
0
0
0
0
0President, CEO
2012
0
0
0
0
0
0
0
0Roberto Roman, Jr.
2013
0
0
0
0
0
0
0
0CFO
2012
0
0
0
0
0
0
0
0Claude Pellerin
2013
0
0
0
0
0
0
0
0Former Secretary
2012
0
0
0
0
0
0
0
0Tri Vu Truong
2013
0
0
0
0
0
0
0
0Former President
2012
0
0
0
0
0
0
0
0Charlie Rodriguez
2013
0
0
0
0
0
0
0
0Former CEO

resigned 11/14/11
2012
0
0
0
0
0
0
0
0





As of the date hereof, we have not entered into employment contracts with our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.





The following table sets forth information with respect to compensation paid by us to our directors during the 2013 completed fiscal year. Our fiscal year end is July 31.





Director’s Compensation Table


NonqualifiedFees Earned


Non-Equity
Deferredor Paid in
Stock
Option
Incentive Plan
Compensation
All OtherCash
Awards
Awards
Compensation
Earnings
Compensation
TotalName
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)Robert Clarke
0
0
0
0
0
0
0Roberto Roman, Jr.
0
0
0
0
0
0
0Dr. Tri Vu Truong
0
0
0
0
0
0
0Claude Pellerin
0
0
0
0
0
0
0


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All compensation received by our officers and directors has been disclosed.





There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.





We have no plans to pay any salaries to anyone until sufficient financing is available.





Long-Term Incentive Plan Awards





We not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.





As of the date hereof, we have not entered into employment contracts with our sole officer and do not intend to enter into any employment contracts until such time as it profitable to do so.





Indemnification





Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.





Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.





ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





The following table sets forth, as of the date of this report, the total number of shares owned beneficially by our  directors, officers and key employees, individually and as a group, and the present owner of 5% or more of our total outstanding shares. The stockholder listed below has direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.





Name and Address
Number of
Percentage ofBeneficial Ownership
Shares Owned
OwnershipRobert Clarke
180,000,000
75.3%Suite 1103, United Success Commercial Centre508 Jaffe Road, Causeway BayHong Kong, ChinaAll officers and directors as a group
180,000,000
75.3%(1 person)


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Future sales by existing stockholders





A total of 50,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold by affiliates, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition, provided the Company was not a shell company when the shares were issued or prior thereto.  A shell company is a corporation with no or nominal assets or its assets consist solely of cash and no or nominal operations.  Accordingly, Mr. Clarke, our controlling shareholder, may not resell his shares under Rule 144 of the Act for a period on one year from the date we are no longer a shell company and we have filed a Form 8-K with the SEC and disclosed the information required by Item 5.06 thereof.





Shares purchased in the public offering are immediately resalable. The resale of shares could have a depressive effect on the market price should a market develop for our common stock.  There is no assurance a market will ever develop for our common stock.





There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There are 36 holders of record for our common stock, of which the largest record holder is one of our officers and directors, Robert Clarke, who owns 180,000,000 restricted shares of our common stock.





ITEM 13.
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.





On July 6, 2009, we issued a total of 5,000,000 shares of restricted common stock to Robert Clarke, our sole officer and director in consideration of $50.





Further, 7 Bridge Capital Partners Limited, a consulting firm of which Mr. Clarke is a director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs.  As of July 31, 2013, 7 Bridge Capital Partners Limited, advanced us $60,549. There is no due date for the repayment of the funds advanced by 7bridge.  There is no written agreement evidencing the advancement of funds by 7bridge or the repayment of the funds to 7bridge.  The entire transaction was oral.





ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES.





(1) Audit Fees





The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:





2013
$
3,311
MaloneBailey, LLP2012
$
8,100
MaloneBailey, LLP











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(2) Audit-Related Fees





The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:





2013
$
0
MaloneBailey, LLP2012
$
0
MaloneBailey, LLP





(3) Tax Fees





The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:





2013
$
0
MaloneBailey, LLP2012
$
0
MaloneBailey, LLP





(4) All Other Fees





The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:





2013
$
0
MaloneBailey, LLP2012
$
23,030
MaloneBailey, LLP





(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.





(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.




















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PART IV





ITEM 15.          EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.





Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
S-1
8/26/09
3.13.2
Bylaws.
S-1
8/26/09
3.24.1
Specimen Stock Certificate.
S-1
8/26/09
4.110.1
Memorandum of Lease.
S-1/A-1
10/08/09
10.114.1
Code of Ethics.
10-K
10/27/10
14.121.1
Subsidiary of the Registrant.
10-K
10/31/11
21.131.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



X32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



X99.2
Audit Committee Charter.
10-K
10/27/10
99.299.3
Disclosure Committee Charter.
10-K
10/27/10
99.3101.INS
XBRL Instance Document.101.SCH
XBRL Taxonomy Extension – Schema.101.CAL
XBRL Taxonomy Extension – Calculations.101.DEF
XBRL Taxonomy Extension – Definitions.101.LAB
XBRL Taxonomy Extension – Labels.101.PRE
XBRL Taxonomy Extension – Presentation.





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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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 on this 18th day of November, 2013.





MONAR INTERNATIONAL INC.(the “Registrant”)BY:
ROBERT G. CLARKERobert G. ClarkePresident, Principal Executive Officer and member of the Board of DirectorsBY:
ROBERTO ROMAN, Jr.Roberto Roman, Jr.Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and member of the Board of Directors





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following people on behalf of the Registrant and in the capacities and on the dates indicated.





Signature
Title
DateROBERT G. CLARKE
President, Principal Executive Officer,
November 18, 2013Robert G. Clarke
and member of the Board of DirectorsROBERTO ROMAN, Jr.
Principal Financial Officer, Principal Accounting
November 18, 2013Roberto Roman, Jr.
Officer, Secretary, Treasurer and member of the Board of Directors


























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EXHIBIT INDEX





Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
S-1
8/26/09
3.13.2
Bylaws.
S-1
8/26/09
3.24.1
Specimen Stock Certificate.
S-1
8/26/09
4.110.1
Memorandum of Lease.
S-1/A-1
10/08/09
10.114.1
Code of Ethics.
10-K
10/27/10
14.121.1
Subsidiary of the Registrant.
10-K
10/31/11
21.131.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



X32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



X99.2
Audit Committee Charter.
10-K
10/27/10
99.299.3
Disclosure Committee Charter.
10-K
10/27/10
99.3101.INS
XBRL Instance Document.101.SCH
XBRL Taxonomy Extension – Schema.101.CAL
XBRL Taxonomy Extension – Calculations.101.DEF
XBRL Taxonomy Extension – Definitions.101.LAB
XBRL Taxonomy Extension – Labels.101.PRE
XBRL Taxonomy Extension – Presentation.











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