Attached files
UNITED
STATES
Washington,
D.C. 20549
______________
FORM
10-Q
______________
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For
the quarterly period ended June 30, 2010
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For
the transition period from ____________ to____________
Commission
File Number: 000-53917
GUIDE HOLDINGS,
INC.
(Exact
Name of Registrant as specified in its charter)
Utah
|
26-1771717
|
|
(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer I.D. No.)
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2988
Oakwood Drive
Bountiful,
UT 84010
(Address
of Principal Executive Office)
(800)
678-1500
(Registrant’s
Telephone Number, including Area Code)
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 is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
|
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [X]
1
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:
The
number of shares outstanding of each of the Registrant’s classes of common
equity, as of the latest practicable date:
Class
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Outstanding
as of August 3, 2010
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Common
Capital Voting Stock, $0.001 par value per share
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4,800,000
shares
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FORWARD
LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial
Statements contains forward-looking statements that discuss, among other things,
future expectations and projections regarding future developments, operations
and financial conditions. All forward-looking statements are based on
management’s existing beliefs about present and future events outside of
management’s control and on assumptions that may prove to be incorrect. If any
underlying assumptions prove incorrect, our actual results may vary materially
from those anticipated, estimated, projected or intended.
PART
I - FINANCIAL STATEMENTS
Item
1. Financial Statements.
June 30,
2010
C
O N T E N T S
Condensed Balance Sheets | 3 |
Condensed Statements of Operations | 4 |
Condensed Statements of Cash Flows | 5 |
Notes to the Unaudited Condensed Financial Statements | 6 |
2
GUIDE
HOLDINGS, INC.
Condensed
Balance Sheets
June
30, 2010 and December 31, 2009
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June
30,
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December
31,
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||||||
2010
|
2009
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|||||||
ASSETS
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(Unaudited)
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|||||||
Current
Assets:
|
||||||||
Cash
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$ | 6,008 | $ | 19,874 | ||||
Accounts
Receivable
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4,993 | 7,893 | ||||||
(net
of allowance for doubtful accounts of $6,522 and $7,883)
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||||||||
Inventory
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11,479 | 6,934 | ||||||
Total
Current Assets
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22,480 | 34,701 | ||||||
Equipment
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1,545 | 1,545 | ||||||
Accumulated
Depreciation
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(1,545 | ) | (1,545 | ) | ||||
Net
Equipment
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- | - | ||||||
TOTAL
ASSETS
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$ | 22,480 | $ | 34,701 | ||||
LIABILITIES
& STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
Current
Liabilities:
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||||||||
Accounts
Payable
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$ | 5,660 | $ | 1,300 | ||||
Accrued
Interest - Related Party
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1,243 | 1,048 | ||||||
Accrued
Expenses - Related Party
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1,280 | 1,260 | ||||||
Total
Current Liabilities
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8,183 | 3,608 | ||||||
Long-Term
Liabilities:
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||||||||
Notes
Payable - Related Party
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25,042 | 20,501 | ||||||
Total
Liabilities
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33,225 | 24,109 | ||||||
Stockholders'
Equity (Deficit):
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||||||||
Preferred
Stock at $0.001 par value; authorized 10,000,000 shares;
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||||||||
0
and 0 shares issued and outstanding, respectively
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- | - | ||||||
Common
Stock at $0.001 par value; authorized 90,000,000 shares;
4,800,000
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||||||||
and
4,800,000 shares issued and outstanding, respectively
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4,800 | 4,800 | ||||||
Additional
Paid-In Capital
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31,147 | 30,747 | ||||||
Retained
Deficit
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(46,692 | ) | (24,955 | ) | ||||
Total
Stockholders' Equity (Deficit)
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(10,745 | ) | 10,592 | |||||
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 22,480 | $ | 34,701 | ||||
The
accompanying notes are an integral part of these financial
statements.
3
GUIDE
HOLDINGS, INC.
Condensed
Statements of Operations
For
the Three and Six Months Ended June 30, 2010 and 2009
(Unaudited)
For
the Three
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For
the Six
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|||||||||||||||
Months
ended June 30,
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Months
Ended June 30,
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|||||||||||||||
2010
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2009
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2010
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2009
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|||||||||||||
Revenue,
net
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$ | 11,196 | $ | 16,102 | $ | 27,106 | $ | 36,894 | ||||||||
Cost
of Sales
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8,028 | 8,449 | 17,453 | 19,087 | ||||||||||||
Gross
Profit
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3,168 | 7,653 | 9,653 | 17,807 | ||||||||||||
Costs
& Expenses:
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||||||||||||||||
Selling
& Administrative
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11,944 | 15,220 | 30,773 | 25,712 | ||||||||||||
Operating
Loss
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(8,776 | ) | (7,567 | ) | (21,120 | ) | (7,905 | ) | ||||||||
Ordinary
Loss
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(8,776 | ) | (7,567 | ) | (21,120 | ) | (7,905 | ) | ||||||||
Other
Income/(Expense)
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(331 | ) | (270 | ) | (617 | ) | (558 | ) | ||||||||
Net
Loss before provision for income taxes
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(9,107 | ) | (7,837 | ) | (21,737 | ) | (8,463 | ) | ||||||||
Provision
for income taxes
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- | - | - | - | ||||||||||||
Net
Loss
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$ | (9,107 | ) | $ | (7,837 | ) | $ | (21,737 | ) | $ | (8,463 | ) | ||||
Loss
per share basic and diluted
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
Weighted
average number of common shares outstanding basic and
diluted
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4,800,000 | 4,800,000 | 4,800,000 | 4,800,000 | ||||||||||||
The
accompanying notes are an integral part of these financial
statements.
4
GUIDE
HOLDINGS, INC.
Condensed
Statements of Cash Flows
For
the Six Months Ended June 30, 2010 and 2009
(Unaudited)
CASH
FLOWS FROM OPERATING ACTIVITIES
|
2010
|
2009
|
||||||
Net
Loss
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$ | (21,737 | ) | $ | (8,463 | ) | ||
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
Expense
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- | 258 | ||||||
Contributed Services - Shareholder/Officer | 400 | - | ||||||
Bad Debt Expense | (1,361 | ) | - | |||||
(Increase)/Decrease
in Accounts Receivable
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4,261 | (1,135 | ) | |||||
(Increase)
in Inventory
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(4,545 | ) | (2,134 | ) | ||||
Increase
in Accounts Payable and Accrued Expenses
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4,575 | (2,997 | ) | |||||
Net
Cash (Used in) Provided by Operating Activities
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(18,407 | ) | (14,471 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES
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||||||||
Net
Cash Provided by Investing Activities
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- | - | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
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||||||||
Additional
Notes Payable - Related Party
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4,541 | |||||||
Principal
payment of Long-Term Debt
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- | (8,004 | ) | |||||
Net
Cash (Used) Provided by Financing Activities
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4,541 | (8,004 | ) | |||||
INCREASE/
(DECREASE) IN CASH:
|
(13,866 | ) | (22,475 | ) | ||||
CASH
AT BEGINNING OF PERIOD
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19,874 | 42,390 | ||||||
CASH
AT END OF PERIOD
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$ | 6,008 | $ | 19,915 | ||||
SUPPLEMENTAL
SCHEDULE OF CASH FLOW ACTIVITIES
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||||||||
Cash
Paid For:
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||||||||
Interest
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$ | 443 | $ | 392 | ||||
Income
Taxes
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$ | - | $ | - | ||||
The
accompanying notes are an integral part of these financial
statements.
5
GUIDE
HOLDINGS, INC.
Notes
to the Condensed Financial Statements
June
30, 2010
NOTE
1 - CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at June 30, 2010, and for all
periods presented herein, have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's December
31, 2009, audited financial statements. The results of operations for
the three and six month periods ended June 30, 2010, are not necessarily
indicative of the operating results for the full year.
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The
preparation of 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 at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
No accounting
standards or interpretations issued or recently adopted are expected to have a
material impact on the Company’s financial position, operations or cash
flows.
NOTE 3 - CONTRIBUTION OF SERVICES
The
President of the Company donates his services to the Company. Such
services are primarily accounting in nature, but he also consults with the other
officers and directors concerning current company matters. During the
quarter ended June 30, 2010, the President estimates he donated twenty hours to
the Company at a value of $400.
NOTE 4 - SUBSEQUENT EVENTS
In
accordance with ASC 855-10 the Company has evaluated subsequent events and has
concluded that no recognized or nonrecognized subsequent events have occurred
since the quarter ended June 30, 2010.
6
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Forward-looking
Statements
Statements
made in this Quarterly Report which are not purely historical are
forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and our business, including, without limitation, (i) our ability to
raise capital, and (ii) statements preceded by, followed by or that include the
words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,”
“believes,” “estimates,” “plans,” “intends,” “targets” or similar
expressions.
Forward-looking
statements involve inherent risks and uncertainties, and important factors (many
of which are beyond our control) that could cause actual results to differ
materially from those set forth in the forward-looking statements, including the
following: general economic or industry conditions, nationally and/or in the
communities in which we may conduct business, changes in the interest rate
environment, legislation or regulatory requirements, conditions of the
securities markets, our ability to raise capital, changes in accounting
principles, policies or guidelines, financial or political instability, acts of
war or terrorism, other economic, competitive, governmental, regulatory and
technical factors affecting our current or potential business and related
matters.
Accordingly,
results actually achieved may differ materially from expected results in these
statements. Forward-looking statements speak only as of the date they
are made. We do not undertake, and specifically disclaim, any
obligation to update any forward-looking statements to reflect events or
circumstances occurring after the date of such statements.
Plan
of Operations
Our
primary focus for 2010-2011 is the increased distribution of our existing
“do-it-yourself” manuals by updating and contacting big box retailers and
increasing the impact of our digital manuals, primarily via the
Internet.
Results
of Operations
Three
Months Ended June 30, 2010 Compared to Three Months Ended June 30,
2009
Revenue
for the three month period ended June 30, 2010, and 2009, were $11,196 and
$16,102, respectively, a decrease of $4,906. The decrease in revenue
was the result of a general slowdown in revenue resulting from current economic
conditions and not from the loss of any specific customers or product
lines. We believe the softening demand for our books is the result of
increased competition from retailers producing their own similar books, related
information found on the Internet and our need to further distribute our updated
books.
Net loss
for the three month period ended June 30, 2010, and 2009, was $9,107 and $7,837,
respectively. Gross profit for the three month period ended
June 30, 2010, and 2009, was $3,168 and $7,653, respectively. Selling,
general and administrative expenses for the three month period ended June 30,
2010, were $11,944 compared to $15,220 for the three month period ended June 30,
2009. The decrease in administrative expenses of $3,276 is primarily
due to a decrease in professional fees paid for accounting fees, including fees
paid to the accounting firm in which the Company’s president is also an owner
and officer.
Six
Months Ended June 30, 2010 Compared to Six Months Ended June 30,
2009
Revenue
for the six month period ended June 30, 2010, and 2009, were $27,106 and
$36,894, respectively, a decrease of $9,788. The decrease in revenue
was the result of a general slowdown in revenue resulting from current economic
conditions and not from the loss of any specific customers or product
lines. We believe the softening demand for our books is
the result of increased competition from retailers producing their own similar
books, related information found on the Internet and our need to further
distribute our updated books.
7
Net loss
for the six month period ended June 30, 2010, and 2009, was $21,737 and $8,463,
respectively. Gross profit for the six month period ended June
30, 2010, and 2009, was $9,653 and $17,807, respectively. Selling, general
and administrative expenses for the six month period ended June 30, 2010, were
$30,773 compared to $25,712 for the six month period ended June 30,
2009. The increase in administrative expenses of $5,061 is primarily
due to an increase in professional fees paid for accounting fees, including fees
paid to the accounting firm in which the Company’s president is also an owner
and officer.
Liquidity
and Capital Requirements
Management
believes that there will be a shortfall of cash for fiscal 2010 of less than
$10,000, with revenues at our current level. Our current burn rate is
about $28,000 per year. However, if revenue decreases more rapidly
than projected, and we are unable to decrease operating expenses, the shortfall
will be greater and we will have to seek additional financing. The source
of such funds is currently unknown, but may include Kim McReynolds, our
President.
Off-balance
Sheet Arrangements
We have
no off-balance sheet arrangements of any kind.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
Not
required.
Item
4(T). Controls and Procedures.
Disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act)
are designed to ensure that information required to be disclosed in reports
filed or submitted under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in rules and forms adopted by the
Securities and Exchange Commission, and that such information is accumulated and
communicated to management, including the President and Secretary, to allow
timely decisions regarding required disclosures.
Under the
supervision and with the participation of our management, including our
President and Treasurer, we evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Exchange Act). Based upon that evaluation, our
President and Treasurer concluded that, as of the end of the period covered by
this Quarterly Report, our disclosure controls and procedures were
effective.
Changes
in Internal Control Over Financial Reporting
During the fiscal quarter covered by
this Quarterly Report, there has been no change in our internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
8
We are
not a party to any pending legal proceeding. To the knowledge of
management, no federal, state or local governmental agency is presently
contemplating any proceeding against us. No director, executive officer or
affiliate of ours or owner of record or beneficially of more than five percent
of our common stock is a party adverse to us or has a material interest adverse
to us in any proceeding.
Item
1A. Risk Factors
Not
required.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. [Removed and Reserved]
None.
Item
6. Exhibits
(a)
Exhibits
(b)
Reports on Form 8-K
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GUIDE
HOLDINGS, INC.
(Issuer)
Date:
|
August 5, 2010
|
By:
|
/s/Kim McReynolds
|
|
Kim
McReynolds, President and Director
|
Date:
|
August
5, 2010
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By:
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/s/Brenda Sundwall
|
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Brenda
Sundwall, Secretary, Treasurer
and
Director
|
9