Attached files
| file | filename |
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| EX-31.2 - GUIDE HOLDINGS EXH31.2 09-30-10 - BRENDA SUNDWALL - TALON REAL ESTATE HOLDING CORP. | exhibit31sep10bs.htm |
| EX-32 - GUIDE HOLDINGS EXH32 09-30-10 - TALON REAL ESTATE HOLDING CORP. | exhibit32sep10.htm |
| EX-31.1 - GUIDE HOLDINGS EXH31.1 09-30-10 - KIM MCREYNOLDS - TALON REAL ESTATE HOLDING CORP. | exhibit31sep10km.htm |
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 September 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)
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Utah
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26-1771717
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(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.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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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:
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Class
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Outstanding as of October 20, 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.
September 30, 2010
C O N T E N T S
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Condensed Balance Sheets
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3
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Condensed Statements of Operations
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4
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Condensed Statements of Cash Flows
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5
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Notes to Unaudited Condensed Financial Statements
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6
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2
Condensed Balance Sheets
September 30, 2010 and 2009
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September 30,
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December 31,
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|||||||
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2010
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2009
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ASSETS
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(Unaudited)
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|||||||
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Current Assets:
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Cash
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$ | 2,486 | $ | 19,874 | ||||
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Accounts Receivable
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7,391 | 7,893 | ||||||
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(net of allowance for doubtful accounts of $6,885 and $7,883, respectively)
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||||||||
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Inventory
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7,061 | 6,934 | ||||||
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Total Current Assets
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16,938 | 34,701 | ||||||
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Equipment
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1,545 | 1,545 | ||||||
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Accumulated Depreciation
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(1,545 | ) | (1,545 | ) | ||||
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Net Equipment
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- | - | ||||||
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TOTAL ASSETS
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$ | 16,938 | $ | 34,701 | ||||
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LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
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Current Liabilities:
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Accounts Payable
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$ | 504 | $ | 1,300 | ||||
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Accrued Interest - Related Party
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1,681 | 1,048 | ||||||
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Accrued Expenses - Related Party
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1,240 | 1,260 | ||||||
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Total Current Liabilities
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3,425 | 3,608 | ||||||
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Long-Term Liabilities:
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||||||||
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Notes Payable - Related Party
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27,620 | 20,501 | ||||||
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Total Liabilities
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31,045 | 24,109 | ||||||
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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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- | - | ||||||
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Common Stock at $0.001 par value; authorized 90,000,000 shares; 4,800,000
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||||||||
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and 4,800,000 shares issued and outstanding, respectively
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4,800 | 4,800 | ||||||
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Additional Paid-In Capital
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31,546 | 30,747 | ||||||
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Retained Deficit
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(50,453 | ) | (24,955 | ) | ||||
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Total Stockholders' Equity (Deficit)
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(14,107 | ) | 10,592 | |||||
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
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$ | 16,938 | $ | 34,701 | ||||
The accompanying notes are an integral part of these condensed financial statements.
3
GUIDE HOLDINGS, INC.
Condensed Statements of Operations
For the Three and Nine Months Ended September 30, 2010 and 2009
(Unaudited)
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For the Three
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For the Nine
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Months ended September 30,
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Months Ended September 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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$ | 13,541 | $ | 15,276 | $ | 40,647 | $ | 52,171 | ||||||||
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Cost of Sales
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7,994 | 8,357 | 25,447 | 27,445 | ||||||||||||
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Gross Profit
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5,547 | 6,919 | 15,200 | 24,726 | ||||||||||||
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Costs & Expenses:
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Selling & Administrative
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8,906 | 7,243 | 39,679 | 32,954 | ||||||||||||
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Operating Loss
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(3,359 | ) | (324 | ) | (24,479 | ) | (8,228 | ) | ||||||||
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Ordinary Loss
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(3,359 | ) | (324 | ) | (24,479 | ) | (8,228 | ) | ||||||||
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Other Income/(Expense)
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(401 | ) | (290 | ) | (1,019 | ) | (848 | ) | ||||||||
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Net Loss before provision for income taxes
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(3,760 | ) | (614 | ) | (25,498 | ) | (9,076 | ) | ||||||||
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Provision for income taxes
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- | - | - | - | ||||||||||||
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Net Loss
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$ | (3,760 | ) | $ | (614 | ) | $ | (25,498 | ) | $ | (9,076 | ) | ||||
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Loss per share basic and diluted
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
| Weighted average number of common shares | ||||||||||||||||
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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 condensed financial statements.
4
GUIDE HOLDINGS, INC.
Condensed Statements of Cash Flows
For the Nine Months Ended September 30, 2010 and 2009
(Unaudited)
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2010
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2009
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net Loss
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$ | (25,498 | ) | $ | (9,076 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities:
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Depreciation Expense
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- | 427 | ||||||
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Bad Debt Expense
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(998 | ) | - | |||||
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Contributed Services - Shareholder/Officer
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800 | - | ||||||
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(Increase)/Decrease in Accounts Receivable
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1,500 | (3,774 | ) | |||||
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(Increase) in Inventory
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(128 | ) | (6,777 | ) | ||||
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Increase (Decrease) in Accounts Payable and Accrued Expenses
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(183 | ) | 3,692 | |||||
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Net Cash Used in Operating Activities
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(24,507 | ) | (15,508 | ) | ||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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Net Cash Provided by Investing Activities
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- | - | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Additional Notes Payable - Related Party
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7,119 | - | ||||||
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Principal payment of Long-Term Debt
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- | (8,004 | ) | |||||
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Net Cash (Used in) Provided by Financing Activities
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7,119 | (8,004 | ) | |||||
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DECREASE IN CASH:
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(17,388 | ) | (23,512 | ) | ||||
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CASH AT BEGINNING OF PERIOD
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19,874 | 42,390 | ||||||
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CASH AT END OF PERIOD
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$ | 2,486 | $ | 18,878 | ||||
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SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
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Cash Paid For:
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Interest
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$ | 443 | $ | 392 | ||||
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Income Taxes
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$ | - | $ | - | ||||
The accompanying notes are an integral part of these condensed financial statements.
5
GUIDE HOLDINGS, INC.
Notes to the Condensed Financial Statements
September 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 September 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 nine month periods ended September 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.
Recent Accounting Pronouncements
In June 2009, the FASB issued SFAS 168, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.
In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, (amendments to FASB ASC Topic 605, Revenue Recognition) ("ASU 2009-13") and ASU 2009-14, Certain Arrangements That Include Software Elements, (amendments to FASB ASC Topic 985, Software) ("ASU 2009-14"). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-14 removes tangible products from the scope of software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. ASU 2009-13 and ASU 2009-14 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company is currently evaluating, but does not expect adoption of ASU 2009-13 or ASU 2009-14 to have a material impact on the Company's consolidated results of operations or financial condition.
With the exception of the pronouncements noted above, no other 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 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events in accordance with ASC 855-10, and has concluded that no recognized or nonrecognized subsequent events have occurred since the quarter ended September 30, 2010.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
6
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 September 30, 2010 Compared to Three Months Ended September 30, 2009
Revenue for the three month period ended September 30, 2010, and 2009, were $13,541 and $15,276, respectively, a decrease of $1,735. 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 September 30, 2010, and 2009, was $3,760 and $614, respectively. Gross profit for the three month period ended September 30, 2010, and 2009, was $5,547 and $6,919, respectively. Selling, general and administrative expenses for the three month period ended September 30, 2010, were $8,906 compared to $7,243 for the three month period ended September 30, 2009. The increase in administrative expenses of $1,663 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.
Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009
Revenue for the nine month period ended September 30, 2010, and 2009, were $40,647 and $52,171, respectively, a decrease of $11,524. 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.
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Net loss for the nine month period ended September 30, 2010, and 2009, was $25,498 and $9,076, respectively. Gross profit for the nine month period ended September 30, 2010, and 2009, was $15,200 and $24,726, respectively. Selling, general and administrative expenses for the nine month period ended September 30, 2010, were $39,679 compared to $32,954 for the nine month period ended September 30, 2009. The increase in administrative expenses of $6,725 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 $5,000, with revenues at our current level. Our current burn rate is about $23,000 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. 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) as of the end of the period covered by this Quarterly Report. 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.
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.
8
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
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Exhibit No.
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Identification of Exhibit
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31.1
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Certification of Kim McReynolds Pursuant to Section 302 of the Sarbanes-Oxley Act.
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31.2
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Certification of Brenda Sundwall Pursuant to Section 302 of the Sarbanes-Oxley Act.
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32
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Certification of Kim McReynolds and Brenda Sundwall Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.
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(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)
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Date:
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October 29, 2010
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By:
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/s/Kim McReynolds
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Kim McReynolds, President and Director
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Date:
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October 29, 2010
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By:
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/s/Brenda Sundwall
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Brenda Sundwall, Secretary, Treasurer and Director
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9