TALON REAL ESTATE HOLDING CORP. - FORM 10-Q

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file	filename
EX-31.1 - GUIDE HOLDINGS, INC. - 10Q 9-30-11 - EXH. 31 KMCREYNOLDS - TALON REAL ESTATE HOLDING CORP.	guideexhibit31km.htm
EX-31.2 - GUIDE HOLDINGS, INC. - 10Q 9-30-11 - EXH. 31 BSUNDWALL - TALON REAL ESTATE HOLDING CORP.	guideexhibit31bs.htm
EX-32 - GUIDE HOLDINGS, INC. - 10Q 9-30-11 - EXH. 32 - TALON REAL ESTATE HOLDING CORP.	guideexhibit32.htm
EXCEL - IDEA: XBRL DOCUMENT - TALON REAL ESTATE HOLDING CORP.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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, 2011

[ ] 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)		(I.R.S. Employer I.D. No.)

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 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 [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 [ ]

Non-accelerated filer [ ]

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]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant’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		Outstanding as of November 3, 2011
Common Capital Voting Stock, $0.001 par value per share		1,600,032 shares

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, 2011

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 Unaudited Condensed Financial Statements	6

GUIDE HOLDINGS, INC.

Condensed Balance Sheets

September 30, 2011 and December 31, 2010

	September 30,			December 31,
	2011			2010
ASSETS	(Unaudited)
Current Assets:
Cash	$	1,649		$	5,150
Accounts Receivable		7,312			5,082
(net of allowance for doubtful accounts of $7,579 and $6,885)
Inventory		5,803			2,956
Total Current Assets		14,764			13,188
Equipment		1,545			1,545
Accumulated Depreciation		(1,545	)		(1,545	)
Net Equipment		-			-
TOTAL ASSETS	$	14,764		$	13,188

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	2,178		$	343
Accrued Interest - Related Party		4,285			2,136
Accrued Expenses - Related Party		1,259			1,259
Total Current Liabilities		7,722			3,738

Long-Term Liabilities:
Notes Payable - Related Party		54,874			30,195
Total Liabilities		62,596			33,933

Stockholders' Equity (Deficit):
Preferred Stock at $0.001 par value; authorized 10,000,000 shares;
0 and 0 shares issued and outstanding, respectively		-			-
Common Stock at $0.001 par value; authorized 90,000,000 shares; 1,600,032
and 1,600,032 shares issued and outstanding, respectively		1,600			1,600
Additional Paid-In Capital		36,347			35,147
Retained Deficit		(85,779	)		(57,492	)
Total Stockholders' Equity (Deficit)		(47,832	)		(20,745	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	14,764		$	13,188

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

GUIDE HOLDINGS, INC.

Condensed Statements of Operations

For the Three and Nine Months Ended September 30, 2011 and 2010

(Unaudited)

	For the Three						For the Nine
	Months ended September 30,						Months Ended September 30,
	2011			2010			2011			2010

Revenue, net	$	13,687		$	13,541		$	43,106		$	40,647
Cost of Sales		8,087			7,994			25,752			25,447
Gross Profit		5,600			5,547			17,354			15,200

Costs & Expenses:
Selling & Administrative		9,332			8,906			43,492			39,679
Operating Loss		(3,732	)		(3,359	)		(26,138	)		(24,479	)
Ordinary Loss		(3,732	)		(3,359	)		(26,138	)		(24,479	)
Other Income/(Expense)		(845	)		(401	)		(2,149	)		(1,019	)
Net Loss before provision for income taxes		(4,577	)		(3,760	)		(28,287	)		(25,498	)
Provision for income taxes		-			-			-			-
Net Loss	$	(4,577	)	$	(3,760	)	$	(28,287	)	$	(25,498	)

Loss per share basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Weighted average number of common shares outstanding basic and diluted		1,600,032			1,600,032			1,600,032			1,600,032

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

GUIDE HOLDINGS, INC.

Condensed Statements of Cash Flows

For the Nine Months Ended September 30, 2011 and 2010

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES	2011			2010

Net Loss	$	(28,287	)	$	(25,498	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation Expense		-			-
Bad Debt Expense		(20	)		(998	)
Contributed Services - Shareholder/Officer		1,200			800
(Increase)/Decrease in Accounts Receivable		(2,209	)		1,500
(Increase) in Inventory		(2,848	)		(128	)
Increase (Decrease) in Accounts Payable and Accrued Expenses		3,984			(183	)
Net Cash (Used in) Provided by Operating Activities		(28,180	)		(24,507	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash Provided by Investing Activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Additional Notes Payable - Related Party		24,679			7,119
Principal payment of Long-Term Debt		-			-
Net Cash (Used) Provided by Financing Activities		24,679			7,119

INCREASE/ (DECREASE) IN CASH:		(3,501	)		(17,388	)

CASH AT BEGINNING OF PERIOD		5,150			19,874
CASH AT END OF PERIOD	$	1,649		$	2,486

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
Cash Paid For:
Interest	$	-		$	443
Income Taxes	$	-		$	-

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

GUIDE HOLDINGS, INC.

Notes to the Condensed Financial Statements

September 30, 2011

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, 2011, 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, 2010 audited financial statements. The results of operations for the three and nine month periods ended September 30, 2011 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.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued)

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 – SHAREHOLDERS' EQUITY

Our Board of Directors resolved to effect a reverse split of our outstanding common stock on a basis of one for three, while retaining the current authorized shares and par value of one mill ($0.001) per share, with appropriate adjustments being made in our additional paid in capital and stated capital accounts, and with all fractional shares to be rounded up to the nearest whole share. The reverse split was effective on the OTCBB at noon on February 22, 2011, and our trading symbol became “GHGDD” for a period of 20 days; thereafter, the additional “D” was dropped and the trading symbol once again become “GHGD.” Shareholders are not required to have their respective stock certificates transferred to reflect the reverse split at this time as the reverse split will be reflected by the new Cusip Number, 401704200, once pre-reverse split stock certificates are sent in for transfer. Prior to the reverse split, there were 4,800,000 outstanding shares, and subsequent to the reverse split, there were 1,600,000 outstanding shares, more or less, prior to taking into account the issuance of any shares resulting from rounding, estimated to be approximately 32 shares. See our 8-K Current Report filed with the Securities and Exchange Commission and dated February 22, 2011.

NOTE 4 – LIQUIDITY AND CAPITAL REQUIREMENTS

At quarter end, there was $ 1,649 cash or cash equivalents on hand. Additional funds will be required for us to remain in business. Such funds may be advanced to us by our President, Kim McReynolds, as loans to us. There is no obligation for Mr. McReynolds to advance any such funds, and our inability to satisfy our cash requirements could substantially curtail our current and intended business operations.

The Company has accumulated operating losses of $85,778, and has had negative cash flows from operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Currently, management’s plans include improving marketing results to increase sales. The Company will require additional financing to continue operations.

NOTE 5 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 the Company has evaluated subsequent events through the date the financial statements were issued, and has concluded that no recognized or non-recognized subsequent events have occurred since the quarter ended September 30, 2011.

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 2011-2012 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, 2011 Compared to Three Months Ended September 30, 2010

Revenue for the three month period ended September 30, 2011, and 2010, was $13,687 and $13,541, respectively, an increase of $146. This represents a nominal increase of income. The Company is working to maintain the current customer base and to attract new customers.

Net loss for the three month period ended September 30, 2011, and 2010, was $4,577 and $3,760, respectively. Gross profit for the three month period ended September 30, 2011, and 2010, was $5,600 and $5,547, respectively. Selling, general and administrative expenses for the three month period ended September 30, 2011, were $9,332 compared to $8,906 for the three month period ended September 30, 2010. The increase in administrative expenses of $426 is primarily due to compliance fees for reporting in XBRL.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Revenue for the nine month period ended September 30, 2011, and 2010, were $43,106 and $40,647, respectively, an increase of $2,459. This represents a nominal increase in revenue. The Company is working to maintain the current customer base and to attract new customers.

Net loss for the nine month period ended September 30, 2011, and 2010, was $28,287 and $25,498, respectively. Gross profit for the nine month period ended September 30, 2011, and 2010, was $17,354 and $15,200, respectively. Selling, general and administrative expenses for the nine month period ended September 30, 2011, were $43,492 compared to $39,679 for the nine month period ended September 30, 2010. The increase in administrative expenses of $3,813 is primarily due to a one-time fee to the Depository Trust Company (DTC).

Liquidity and Capital Requirements

At quarter end, there was $1,649 cash or cash equivalents on hand. Additional funds will be required for us to remain in business. Such funds may be advanced to us by our President, Kim McReynolds, as loans to us. There is no obligation for Mr. McReynolds to advance any such funds, and our inability to satisfy our cash requirements could substantially curtail our current and intended business operations.

The Company has accumulated operating losses of $85,778 and has had negative cash flows from operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Currently, management’s plans include improving marketing results to increase sales. The Company will require additional financing to continue operations.

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.

Evaluation of Disclosure 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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]

Item 5. Other Information

Our Board of Directors made minor amendments to our Bylaws on March 11, 2011, primarily to reflect revisions in the Utah Revised Business Corporation Act, as follows: (i) increased the outside number of days by which notice of a meeting of shareholders can be given from 50 days to 60 days, the record date for meetings from 50 days to 70 days and the closing of the transfer books from 50 days to 70 days; (ii) reflected that one-half of the total voting power of our outstanding shares present at a meeting of shareholders shall constitute a quorum; (iii) provided that any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted; (iv) and made it specifically clear that our Board of Directors had the power to amend our Bylaws.

Copies of the following documents related to the foregoing are filed as Exhibits to the Company’s Annual Report filed on or about March 11, 2011. See Part IV, Item 15, of the Annual Report.

·	Guide Articles of Incorporation filed November 1, 2007.

·	Guide Bylaws, as amended.

·	Plan and Agreement of Reorganization.

Item 6. Exhibits

(a) Exhibits

Exhibit No.	Identification of Exhibit

31.1	Certification of Kim McReynolds Pursuant to Section 302 of the Sarbanes-Oxley Act.

31.2	Certification of Brenda Sundwall Pursuant to Section 302 of the Sarbanes-Oxley Act.


32	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.

101.INS	XBRL Instance Document*

101.SCH	XBRL Taxonomy Extension Schema*

101.CAL	XBRL Taxonomy Extension Calculation Linkbase*

101.DEF	XBRL Taxonomy Extension Definition Linkbase*

101.LAB	XBRL Taxonomy Extension Label Linkbase*

101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

(b) Reports on Form 8-K

Form 8-K filed on or about February 22, 2011, regarding the one for three (1 for 3) reverse split of the Company’s outstanding common stock.

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:	November 3, 2011		By:	/s/ Kim McReynolds
				Kim McReynolds, President and Director

Date:	November 3, 2011		By:	/s/ Brenda Sundwall
				Brenda Sundwall, Secretary, Treasurer and Director

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