Replies to post #34089 on El Maniel International Inc (EMLL)

[Bansky]

The float is 1.692 billion and Khoo owns 2 billion restricted( as of December 31, 2010). EWI can exercise from January 1, 2011 forward at any time up to 1.308 billion shares to the float. The 800 figure being shown is IHUB board mistake to post. Please adjust it.
IMO EWI exercised another 300-500 million from January to now , much in March. That leaves 880 million to 1 billion shares to smack us with. I think that if EWI is smart they do so after the run on this gold story. The strategy then is where will they smack us? That is why even the die hards in here are really flippers now and most will sell at a double(.001) if they get so lucky.

[kool-aid]

My theory about the share structure….

<<<PREFACE>>>
This is not about an e-mail stating the share structure did not change, I request additional information regarding that question at the end of my post.

I know most are thinking (here’s kool-aid, probably drank too much of the kool-aid…)

The links for the both reports referenced in this post are at the bottom of the post.

I have read the numerous posts about share structure issues. After reading these posts, I decided to dig into the financial to try and get some answers.

I am NOT an accountant, do not have a degree in accounting, NOR do I have a degree in a para-legal field. My degree is in something completely different. This is all my interpretation based on my knowledge of words and reading the words in context.

Now that that was said…. I have kind of a “Wild” theory after studying the financials. I may be way off and like all of my posts, this is only my opinion. I welcome any constructive criticism and KEEP IN MIND – THIS IS ONLY MY THEORY AFTER LOOKING AT THE FINANCIALS. MY THEORY IS BASED ON LANGUAGE WRITTEN IN THE FINANCIALS! THIS IS MY OPINION!

I will start by posting part of the report from 9-30-10

September 30th, 2010 Report – Page 3
Plot A:
The company entered into an agreement to acquire 95% interest in the alluvial mining claim located in the Western Region of Ghana, West Africa, known as Plot A. By a mining acquisition dated July 1, 2010 in consideration for US $1,000,000.

Plot B:
The company entered into an agreement to acquire 95% interest in the alluvial mining claim located in the Western Region of Ghana, West Africa, known as Plot B. By a mining acquisition dated July 1, 2010 in consideration for US $1,000,000.

On 6 August 2010, the Company issued 2,000,000,000 shares of restricted common stock to its Chief Executive Officer as compensation for satisfying the Company’s obligations in respect of Plot A and Plot B for the payments totaling US $2,000,000 that were due on July 30, 2010.

<<<OPINION>>>
In the report, they say EMLL purchased 95% of Plots A & B for a total of $2,000,000 and that money was due on July 30th, 2010. Then, on August 6th, 2010, the Company issued 2,000,000,000 shares of restricted common stock to its Chief Executive Officer (Khoo) as compensation (repayment) for satisfying (paying) the Company’s obligations (debt) in respect of Plot A and Plot B for the payments totaling US $2,000,000 that were due on July 30, 2010.

As I read this, here are my thoughts. EMLL (Company) gave Khoo 2,000,000,000 shares for compensation. This occurred on August 6th, 2010 but this report said the $2,000,000 was due on July 30th, 2010. Here is where I will probably lose some people (not because you are unable to follow the post, but you may disagree with my assessment).

Did Khoo “Front” the $2,000,000 for the property and in return the company gave him 2,000,000,000 in trade? Or perhaps a better assessment would be: Did Khoo purchase 2 billion shares from EMLL for $2 million dollars? After studying this language, I believe “Yes,” Khoo purchased 2 billion shares from EMLL for 2 million dollars.

Why do I think this is a POSSIBILITY?
- EMLL entered into an agreement on July 1st, 2010 and the debt was due July 30th, 2010. EMLL probably didn’t have the money to satisfy the debt (especially in that short amount of time). So how do you raise money? Sell shares. But EMLL didn’t have measurable trade volume until the middle of August 2010, so you would have never raised that kind of money by July 30th.
- Khoo had $2,000,000 to pay the debt and in return the company issued him 2,000,0000,000 shares. So, at this point, Khoo is out $2 million but now has 2 billion shares.
- The last paragraph says “as compensation for satisfying the Company’s obligations in respect of Plot A and Plot B for the payments totaling US $2,000,000 that were due on July 30, 2010.” In my opinion, this sentence goes to support my theory. They gave Khoo the shares because he paid for the property. Khoo is an investor in EMLL……

Alright, I hope you are still with me. Please hold all criticism till the end.<<<END OF OPINION, FOR NOW>>>

Back to the reports
September 30th, 2010 Report – Page 4
6. COMMON STOCK
Authorized: 5,000,000,000 shares as of September 30, 2010
Issued and Outstanding: 2,892,110,000 shares as of September 30, 2010

Now, we will move onto the report from 12-31-10
December 31st, 2010 Report – Page 7
“Plot C: The Company entered into an agreement to acquire 95% interest in the alluvial mining claim located in the Central Region of Ghana, West Africa known as Plot C (Kumasko Project) by a mining acquisition agreement dated 15 October 2010 in consideration for US$20,000 deposit and 800,000,000 shares of restricted common stock valued at $0.00035 per share.

December 31st, 2010 Report – Page 7
5. COMMON STOCK
Authorized: 5,000,000,000 shares as of December 31, 2010
Issued and Outstanding: 3,692,110,000 shares as of December 31, 2010

<<<OPINION>>>
First off, no where in the December 2010 report does it say there are still 2,000,000,000 restricted shares – unless I missed it.

In this report, EMLL agreed to pay a $20,000 deposit plus 800,000,000 shares (which works out to be $280,000 at $0.00035) of restricted stock bringing the grand total to $300,000. This would make sense; Plot C is smaller than Plots A & B.

Who is the only one who would have 800,000,000 shares of restricted stock – Khoo. Here again, I think EMLL wanted this property, but they didn’t have $300,000 to pay for the land. Khoo probably didn’t have the money (or the company did not want to issue any more restricted stock), so Khoo said “Here are 800 million of my restricted shares valued at $0.00035 – or $280,000” you can sell them on the market to make your money.

What else happened in November 2010 (November 15th to be exact), EMLL obtained a loan to satisfy the $20,000 deposit for Plot C. Is it possible this is when the share transfer also happened? EMLL gaped at open (.0009 up from .0007), had a high of .0014 and closed at .0011 on November 15th – information obtained from barchart.com.

If you look at the charts from the middle of November 2010 through the first part of December 2010 saw many days with 100 million + volume (some days in the 200’s, 300’s and even 400’s). Prices during that same time period fluctuated between $0.0003 and $0.0014. So, if they were selling the 800 million shares during that time period, they probably made much more than the $280,000 that EMLL “Offered.”

On December 6th, there was one more day with huge volume (668 million +). Is it possible that this was the “Final sell-off?”

So, why would Khoo now give up 800 million shares (which if you went by previous purchase would have been $800,000 dollars)? If you are still following this logic, at this point, I see Khoo having $2.8 million dollars of his own money invested in EMLL.

There are two ways of looking at this (as I see it):
1) Khoo comes from a really wealthy family (or he was independently wealthy) and he can afford to spend this kind of money and not have any type of return for an undetermined amount of time.
2) Khoo had to beg borrow and steal every penny so he could get the cash.

But why would he spend that kind of money? There are two ways of looking at this (as I see it):
1) Khoo believes based off of numbers from other companies that mining in that area believes this is the quickest way to turn EMLL into a profitable company, this will pay off and in the end, he (Khoo) will be come very wealthy.
2) Khoo is a terrible business man and horrible speculator.

IF my theory is correct, it doesn’t matter to me where Khoo’s money came from. Because I’m an investor, I do hope #1 (from the second question) is correct and Khoo is a solid business man…….. I would think all investors would agree with that last statement (regardless if you agree with my theory)…….

Lest we forget Khoo still has 1.2 billion shares in his pocket at this point (assuming my theory is correct). If gold mining comes to fruition, and the stock goes to $0.01, not only will Khoo probably get a big raise (because the company is making money), but he can also convert his shares (1.2 billion at .01 translates to 1.2 million dollars; at .02 translates to 2.4 million, etc.). At that point, maybe there will be a buy-out and not only could Khoo cash in from the sale, but he would still have shares to sell on the market **but that is all speculation for a future time.** If not, Khoo will be out a lot of money. Simple as that right?

To back-track a little, the 800 million shares Khoo “Fronted” (if you follow my theory) would add to the Outstanding Share count increase between September 2010 and December 2010.

--December 2010: 3,692,110,000
- September 2010: 2,892,110,000
---------------------------------------
-----------Difference: 800,000,000

MY CONCLUSION AND ASSESSMENT
- Khoo paid $2,000,000 for Plots A & B in July 2010 and intern EMLL gave him 2,000,000,000 shares of restricted stock in August 2010. Or more likely Khoo bought 2 billion shares from EMLL for 2 million dollars.
- Then the opportunity for Plot C came around. EMLL wanted this, but didn’t have the money, so Khoo said “Here’s 800,000,000 shares, we will say they are worth $280,000 at this time, but when you sell them on the market, you could make more money.
- Volume and PPS spiked from the middle of November through the early part of December.
- The authorized share count remained the same (5 billion); however, the other share counts would have been affected by the injection of the 800 million shares.

If you followed my theory and agree with me, first off, I’m sorry :)
This THEORY is all based on language written in the financials. If I misread ONE WORD, the entire theory could be deemed invalid.

I do think that adding the 2 billion restricted shares was a necessary evil (along with injecting 800 million of those into the outstanding share count) for a startup company so they could be profitable as soon as possible. IF my theory is correct and this how things happened, there may be issues down the road as far as repayment to Khoo. If gold is found, hopefully they will be smart about how they handle the financial aspect and not try to “Cash in” all at once…..

I hope that my theory is right, not for personal notoriety, but to assist with answering some questions. IF my theory is right, I will again be mildly disappointed with EMLL. If this is the way things happened, I wish they would have communicated it through their website. Again, some communication would go a long way to quell investor fears and strengthen overall investor sentiment.

Now that the disappointment and finger wagging is done….. IF my theory is correct, I believe this could be a huge confidence boost for the investors. The CEO has 2.8 million of his own money invested. To me that would show that he would work as hard as possible to succeed which would benefit all investors.

<<NOTE>>I also know there is talk of an e-mail where the recipient (I believe Smilin_B, but don’t hold me to that) was told that the share structure did not change. I didn’t see that message (to be honest after typing this thing, the last thing I was thinking about was looking for that message). If the recipient would post that message so I could review it to either gain added support for my theory or invalidate the entire thing, I would appreciate it (I am being serious, I am not being factious).

If my theory is proven to be invalid, I will ask that it be immediately removed so as not to mislead anyone.

Again, I open this to all CONSTRUCTIVE CRITICISM. Being one person, I obviously have a bias toward myself and my feelings – if I didn’t think I was right based on the information I gathered, I wouldn’t post it. I hope those with contacts at EMLL can help everyone by gathering information to help further the “Community”.

IT IS ALL MY OPINION. DO YOUR OWN DD!

References
EMLL Quarterly Report Ending December 31, 2010
http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=46593

EMLL Consolidated Financial Statements September 30, 2010
http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=44455