TALON REAL ESTATE HOLDING CORP. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - TALON REAL ESTATE HOLDING CORP.	Financial_Report.xls
EX-32 - GUIDE HOLDINGS, INC. - 10Q 3-31-13 - EX. 32 - TALON REAL ESTATE HOLDING CORP.	guideholdings10q32.htm
EX-31.1 - GUIDE HOLDINGS, INC. - 10Q 3-31-13 - EX. 31.1 KM - TALON REAL ESTATE HOLDING CORP.	guideholdings10q311.htm
EX-31.2 - GUIDE HOLDINGS, INC. - 10Q 3-31-13 - EX. 31.2 BS - TALON REAL ESTATE HOLDING CORP.	guideholdings10q312.htm

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 March 31, 2013

[ ] 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 April 8, 2013
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

March 31, 2013

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

March 31, 2013 and December 31, 2012

	March 31,			December 31,
	2013			2012
ASSETS	(Unaudited)
Current Assets:
Cash	$	3,143		$	2,677
Accounts Receivable		7,797			6,425
(net of allowance for doubtful accounts of $10,886 and $8,362)
Inventory		4,233			8,802
Total Current Assets		15,173			17,904
Equipment		1,545			1,545
Accumulated Depreciation		(1,545	)		(1,545	)
Net Equipment		-			-
TOTAL ASSETS	$	15,173		$	17,904

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	11,454		$	11,152
Accrued Expenses - Related Party		11,165			11,033
Total Current Liabilities		22,619			22,185

Long-Term Liabilities:
Notes Payable - Related Party		89,764			82,827
Total Liabilities		112,383			105,012

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		38,746			38,347
Retained Deficit		(137,556	)		(127,055	)
Total Stockholders' Equity (Deficit)		(97,210	)		(87,108	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	15,173		$	17,904

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

GUIDE HOLDINGS, INC.

Condensed Statements of Operations

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

	2013			2012

Revenue, net of discounts of $65 and $1,347	$	12,115		$	13,216
Cost of Sales		6,962			9,136
Gross Profit		5,153			4,080

Costs & Expenses:
Selling & Administrative		14,262			14,524
Operating Loss		(9,109	)		(10,444	)
Ordinary Loss		(9,109	)		(10,444	)
Other Expense		(1,391	)		(958	)
Net Loss before provision for income taxes		(10,500	)		(11,402	)
Provision for income taxes		-			-
Net Loss	$	(10,500	)	$	(11,402	)

Loss per share basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding basic and diluted		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 Three Months Ended March 31, 2013 and 2012

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES	2013			2012

Net Loss	$	(10,500	)	$	(11,402	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Contributed Services - Shareholder/Officer		400			400
(Increase) in Accounts Receivable		(1,372	)		(648	)
(Increase) in Inventory		4,569			277
Increase in Accounts Payable and Accrued Expenses		434			2,669
Net Cash (Used in) Provided by Operating Activities		(6,469	)		(8,704	)

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

CASH FLOWS FROM FINANCING ACTIVITIES
Loans from shareholders		6,935			10,444
Net Cash (Used) Provided by Financing Activities		6,935			10,444

INCREASE/ (DECREASE) IN CASH:		466			1,740

CASH AT BEGINNING OF PERIOD		2,677			1,834
CASH AT END OF PERIOD	$	3,143		$	3,574

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

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

GUIDE HOLDINGS, INC.

Notes to the Condensed Financial Statements

March 31, 2013

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 March 31, 2013, 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, 2012 audited financial statements. The results of operations for the three month period ended March 31, 2013 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

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

NOTE 3 – STOCKHOLDERS' DEFICIT

Effective February 23, 2011, the Company effected a reverse split of its outstanding common stock on a basis of one for three (1:3), while retaining the current par value of $0.001. All fractional shares were rounded up to the nearest whole share.

NOTE 4 – LIQUIDITY AND CAPITAL REQUIREMENTS

At quarter end, there was $3,143 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 $137,556 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

The Company has evaluated subsequent events through April 23, 2013, the date that the financial statements were available to be issued.

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 2013-2014 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, though this has been difficult during the current economy.

Results of Operations

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

Revenue for the three month period ended March 31, 2013, and 2012, was $12,115 and $13,216, respectively, a decrease of $1,101. Revenue has been eroded due to adverse economic conditions and the general public’s access to the Internet which has information similar to that contained in our books. The Company is working to maintain the current customer base and to attract new customers.

Net loss for the three month period ended March 31, 2013, and 2012, was $10,500 and $11,402, respectively. Gross profit for the three month period ended March 31, 2013, and 2012, was $5,153 and $4,080, respectively. Selling, general and administrative expenses for the three month period ended March 31, 2013, were $14,262 compared to $14,524 for the three month period ended March 31, 2012.

Liquidity and Capital Requirements

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. Mine Safety Disclosures

None; not applicable.

Item 5. Other Information

We completed a one for three reverse split of our outstanding shares that was effective in the OTCBB market on February 22, 2011. See our 8-K Current Report filed with the Securities and Exchange Commission and dated February 22, 2011. See Part IV, Item 15.

We made minor amendments to our Bylaws on March 11, 2011. See the heading “Business Development” of Part I, Item I, and Exhibit 3.2 in Part IV, Item 15.

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

None.

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:	April 24, 2013		By:	/s/ Kim McReynolds
				Kim McReynolds, President and Director

Date:	April 24, 2013		By:	/s/ Brenda Sundwall
				Brenda Sundwall, Secretary, Treasurer and Director

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TALON REAL ESTATE HOLDING CORP. Reports