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EX-31.1 - Guar Global Ltd.ex31-1.txt
EX-32.1 - Guar Global Ltd.ex32-1.txt

                                  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 January 31, 2012

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the transition period from _______ to _______

                                   333-147250
                            (Commission File Number)


                              ERE Management, Inc.
               (Exact name of registrant as specified in charter)


           Nevada                                                 98-0540833
(State or other jurisdiction                                    (IRS Employer
      of incorporation)                                      Identification No.)

                     8275 Southern Eastern Avenue, Suite 200
                            Las Vegas, Nevada, 89123
                    (Address of principal executive offices)

                                 (702) 990-8402
              (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 past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirement 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 (ss.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 shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of March 17, 2012, 2,440,000 shares of the issuer's common stock, $0.001 par
value, were outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Item 2. Management's Discussion and Analysis or Plan of Operation 14 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16 Item 4. Controls and Procedures 16 PART II - OTHER INFORMATION Item 1. Legal Proceedings 17 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 3. Defaults Upon Senior Securities 17 Item 4. Mine Safety Disclosures 17 Item 5. Other Information 17 Item 6. Exhibits 17 2
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) ERE Management, Inc. (A Development Stage Company) January 31, 2012 and 2011 Index to the Financial Statements Contents Page -------- ---- Balance Sheets as of January 31, 2012 (Unaudited) and July 31, 2011........... 4 Statements of Operations for the Six Months Ended January 31, 2012 and 2011 and for the Period from May 29, 2007 (Inception) through January 31, 2012 (Unaudited).................................................. 5 Statements of Operations for the Three Months Ended January 31, 2012 and 2011 (Unaudited).......................................................... 6 Statements of Cash Flows for the Six Months Ended January 31, 2012 and 2011 and for the Period from May 29, 2007 (Inception) through January 31, 2012 (Unaudited).................................................. 7 Notes to the Financial Statements (Unaudited)................................. 8 3
ERE Management, Inc. (A Development Stage Company) Balance Sheets January 31, July 31, 2012 2011 ---------- ---------- (Unaudited) ASSETS CURRENT ASSETS Cash $ 14,409 $ 2,426 ---------- ---------- TOTAL CURRENT ASSETS 14,409 2,426 ---------- ---------- TOTAL ASSETS $ 14,409 $ 2,426 ========== ========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ -- $ 823 Accrued expenses 7,717 10,217 Advances from stockholder 66,835 36,835 ---------- ---------- TOTAL CURRENT LIABILITIES 74,552 47,875 ---------- ---------- TOTAL LIABILITIES 74,552 47,875 ---------- ---------- STOCKHOLDERS' DEFICIT Common stock: $0.001 par value: 20,000,000 shares authorized; 2,440,000 shares issued and outstanding 2,440 2,440 Additional paid-in capital 46,060 46,060 Deficit accumulated during the development stage (108,643) (93,949) ---------- ---------- TOTAL STOCKHOLDERS' DEFICIT (60,143) (45,449) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 14,409 $ 2,426 ========== ========== See accompanying notes to the financial statements. 4
ERE Management, Inc. (A Development Stage Company) Statements of Operations For the Period from For the For the May 29, 2007 Six Months Six Months (inception) Ended Ended through January 31, January 31, January 31, 2012 2011 2012 ---------- ---------- ---------- (Unaudited) (Unaudited) (Unaudited) REVENUES $ -- $ -- $ -- ---------- ---------- ---------- OPERATING EXPENSES Accounting 7,000 2,500 43,450 Legal 3,550 -- 23,345 Transfer agent fees 603 300 16,353 Filing fees 2,590 665 11,126 Rent 927 838 8,536 Amortization -- 495 5,950 General and administrative 24 -- 7,333 ---------- ---------- ---------- TOTAL OPERATING EXPENSES 14,694 4,798 116,093 ---------- ---------- ---------- Loss from operations (14,694) (4,798) (116,093) ---------- ---------- ---------- Other income (expense) -- -- 7,450 ---------- ---------- ---------- Loss before taxes (14,694) (4,798) (108,643) Income tax provision -- -- -- ---------- ---------- ---------- NET LOSS $ (14,694) $ (4,798) $ (108,643) ========== ========== ========== NET LOSS PER COMMON SHARE - Basic and Diluted $ (0.01) $ (0.00) ========== ========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted 2,440,000 2,440,000 ========== ========== See accompanying notes to the financial statements. 5
ERE Management, Inc. (A Development Stage Company) Statements of Operations For the For the Three Months Three Months Ended Ended January 31, January 31, 2012 2011 ---------- ---------- (Unaudited) (Unaudited) REVENUES $ -- $ -- ---------- ---------- OPERATING EXPENSES Accounting 4,250 1,250 Legal 1,750 -- Transfer agent fees 303 -- Filing fees 2,490 665 Rent 453 465 General and administrative 12 -- ---------- ---------- TOTAL OPERATING EXPENSES 9,258 2,380 ---------- ---------- Loss before taxes (9,258) (2,380) Income tax provision -- -- ---------- ---------- NET LOSS $ (9,258) $ (2,380) ========== ========== NET LOSS PER COMMON SHARE - Basic and Diluted $ (0.00) $ (0.00) ========== ========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted 2,440,000 2,440,000 ========== ========== See accompanying notes to the financial statements. 6
ERE Management, Inc. (A Development Stage Company) Statements of Cash Flows For the Period from For the For the May 29, 2007 Six Months Six Months (inception) Ended Ended through January 31, January 31, January 31, 2012 2011 2012 ---------- ---------- ---------- (Unaudited) (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (14,694) $ (4,798) $ (108,643) Adjustments to reconcile net loss to net cash used in operating activities: Amortization -- 495 5,950 Changes in operating assets and liabilities: Accounts payable (823) 1,130 -- Accrued liabilities (2,500) 2,500 7,717 ---------- ---------- ---------- NET CASH USED IN OPERATING ACTIVITIES (18,017) (673) (94,976) ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Website development -- -- (5,950) ---------- ---------- ---------- NET CASH USED IN INVESTING ACTIVITIES -- -- (5,950) ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Advances from stockholder 30,000 518 66,835 Proceeds from sale of common stock -- -- 48,500 ---------- ---------- ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES 30,000 518 115,335 ---------- ---------- ---------- Net change in cash 11,983 (155) 14,409 Cash, beginning of period 2,426 308 -- ---------- ---------- ---------- CASH, END OF PERIOD $ 14,409 $ 153 $ 14,409 ========== ========== ========== SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Interest aid $ -- $ -- $ -- ========== ========== ========== Income tax paid $ -- $ -- $ -- ========== ========== ========== See accompanying notes to the financial statements. 7
ERE Management, Inc. (A Development Stage Company) January 31, 2012 and 2011 Notes to the Financial Statements (Unaudited) NOTE 1 - ORGANIZATION AND OPERATIONS ERE Management, Inc. (a development stage company) ("ERE" or the "Company") was incorporated under the laws of the State of Nevada on May 29, 2007. Initial operations have included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company's activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company has generated no revenues since inception. The business plan of ERE is to develop software, specializing in providing sales tool solutions for the real estate industry. More specifically, ERE has developed an online Content Management System ("CMS") that enables real estate agents to build a website to showcase their listings. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION - UNAUDITED INTERIM FINANCIAL INFORMATION The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended July 31, 2011 and notes thereto contained in the Company's Annual Report on Form 10-K filed with the SEC on November 15, 2011. DEVELOPMENT STAGE COMPANY The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with U.S. GAAP 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 reporting amounts of revenues and expenses during the reporting period. The Company's significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision, deferred tax assets and valuation allowance of deferred tax assets; the carrying value and recoverability of long-lived assets, including the values assigned to an estimated useful lives of website development costs and the assumption that the Company will be a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. 8
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company's financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of advances from stockholders due to their related party nature. FISCAL YEAR-END The Company elected July 31 as its fiscal year ending date. CASH EQUIVALENTS The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. 9
RELATED PARTIES The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involvedb) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. mounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. COMMITMENTS AND CONTINGENCIES The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows. REVENUE RECOGNITION The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive 10
evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. INCOME TAX PROVISION The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. UNCERTAIN TAX POSITIONS The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period ended January 31, 2012 or 2011. NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. There were no potentially outstanding dilutive shares for the interim period ended January 31, 2012 or 2011. CASH FLOWS REPORTING The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a 11
separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. SUBSEQUENT EVENTS The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 "FAIR VALUE MEASUREMENT" ("ASU 2011-04"). This amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs). This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, FAIR VALUE MEASUREMENT, including the following revisions: * An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity's net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity's net, rather than gross, exposure to those risks. * In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account. * Additional disclosures about fair value measurements. The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011. In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 "COMPREHENSIVE INCOME" ("ASU 2011-05"), which was the result of a joint project with the IASB and amends the guidance in ASC 220, COMPREHENSIVE INCOME, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders' equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders' equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income. The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. 12
NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage at January 31, 2012, and a net loss and net cash used in operating activities for the interim period then ended, respectively, with no revenues earned since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. While the Company is attempting to commence operations and generate revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 4 - RELATED PARTY TRANSACTIONS ADVANCES FROM STOCKHOLDER From time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. NOTE 5 - STOCKHOLDERS' EQUITY SHARES AUTHORIZED Upon formation the total number of shares of common stock which the Company is authorized to issue is Twenty Million (20,000,000) shares, par value $0.001 per share. COMMON STOCK On July 16, 2007, the Company issued 1,600,000 shares of its common stock to Mr. Imperial for cash proceeds of $20,000. On July 17, 2007, Mr. Imperial was elected to the Board of Directors, and became the President, Secretary, and Treasurer of the Company. On January 24, 2008, the Company completed and closed an offering by selling 840,000 shares, of the 1,200,000 registered shares, of its common stock, par value of $0.001 per share, at an offering price of $0.05 per share for gross proceeds of $42,000. Costs associated with this offering were $13,500. NOTE 6 - SUBSEQUENT EVENTS The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed. 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this report, our Registration Statement on Form SB-2 and other filings we make from time to time with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law. This discussion and analysis should be read in conjunction with the unaudited interim financial statements and notes thereto included in this Report and the audited financials in our Annual Report on Form 10-K for the year ended July 31, 2011, filed with the Securities and Exchange Commission. OVERVIEW We are a development stage company with limited operations and no revenues from our business activities. Our registered independent auditors have issued a going concern opinion. This means that our registered independent auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. We do not anticipate that we will generate significant revenues until we have implemented our marketing plan to generate customers. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan. In our management's opinion, there is a need for software that allows real estate agents with no technical knowledge to build websites and post their listings and to maintain and update the websites with new product listings easily and quickly. We are focused on developing such CMS software products and offering them to independent and non-independent real estate agents. As of January 24, 2008, we completed the sale of 840,000 shares of our common stock pursuant to the terms of the SB-2 Registration Statement that went effective on November 21, 2007, and we generated $42,000 in gross proceeds. We believe that this capital formation activity will allow us to continue our product development, market our software product, and remain in business until the end of the 2011 fiscal year. If we are unable to generate revenues after the 12 months for any reason, or if we are unable to make a reasonable profit after 12 months, we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash. We may seek to obtain additional funds through a second public offering, private placement of securities, or loans. Other than as described in this paragraph, we have no other financing plans at this time. 14
PLAN OF OPERATION Our specific goal is to develop our software product and to execute our marketing plan. Initially, we plan to commence marketing of our software product via direct distribution channels. We are nearing the final stages in devising our marketing strategy which we plan to begin to implement in the coming fiscal quarters. We will also distribute our software products through our website and third-party websites that sell complementary software programs. Third-party websites will be compensated via a commission for their sales. RESULTS OF OPERATIONS REVENUES We had no revenues for the period from May 29, 2007 (date of inception), through January 31, 2012. EXPENSES Our expenses for the three months ended January 31, 2012 and 2011, were $9,258 and $2,380, respectively. Our expenses for the six months ended January 31, 2012 and 2011, were $14,694 and $4,798, respectively and for the period from May 29, 2007 (date of inception), through January 31, 2012 were $116,093. These expenses were comprised primarily of legal fees, transfer agent fees, accounting and audit fees, filing fees, and consulting fees. NET INCOME (LOSS) Our net (loss) for the three months ended January 31, 2012, and 2011, were $9,258 and $2,380, respectively. Our new (loss) for the six months ended January 31, 2012, and 2011, were $14,694 and $4,798, respectively and for the period from May 29, 2007 (date of inception), through January 31, 2012 were $108,643. PURCHASE OR SALE OF EQUIPMENT We do not expect to purchase or sell any plant or significant equipment. We anticipate purchasing some office equipment up to a maximum of $2,500. LIQUIDITY AND CAPITAL RESOURCES Our balance sheet as of January 31, 2012, reflects assets of $14,409 in the form of cash. Since inception, we have sold 2,440,000 shares of common stock with gross proceeds of $48,500. However, cash resources provided from our capital formation activities have, from inception, been insufficient to provide the working capital necessary to operate our Company. 15
We anticipate generating losses in the near term, and therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources. GOING CONCERN CONSIDERATION In their report on our financial statements as of July 31, 2011, our registered independent auditors included a paragraph regarding our ability as a Company to continue as a going concern. We have also included a note to the accompanying unaudited financial statements as of January 31, 2012, that describes the circumstances that pertain to this matter. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK None ITEM 4. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the SECURITIES EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure. As of January 31, 2012, the end of our quarter covered by this Report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in our internal controls over financial reporting that occurred during the quarter ended January 31, 2012, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting. 16
PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We may be involved from time to time in ordinary litigation, negotiation, and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and Directors in their capacity as such that could have a material impact on our operations or finances. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation (included as Exhibit 3.1 to the Form SB-2 filed November 9, 2007, and incorporated herein by reference). 3.2 Bylaws (included as Exhibit 3.2 to the Form SB-2 filed November 9, 2007, and incorporated herein by reference). 31.1 Certification of the Chief Executive and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Interactive data files pursuant to Rule 405 of Regulation S-T. 17
SIGNATURE In accordance with the requirements of the Securities Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ERE MANAGEMENT INC Date: March 15, 2012 By: /s/ Joselito Christopher G. Imperial ------------------------------------- Joselito Christopher G. Imperial President and Chief Executive and Chief Financial Officer 18