10-Q 1 g6911.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 April 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ 000-52929 (Commission File Number) Guar Global Ltd. (Exact name of registrant as specified in charter) Nevada 98-0540833 (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 407 E. Louisiana Street, McKinney Texas 75069 (Address of principal executive offices) (214) 380-9677 (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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "larger accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b- 2 of the Exchange Act). Yes [X] No [ ] As of June 14, 2013, 73,200,000 shares of the issuer's common stock, $0.0001 par value, were outstanding. INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 18 Item 4. Controls and Procedures 18 PART II - OTHER INFORMATION Item 1. Legal Proceedings 18 Item 1A. Risk Factors 18 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3. Defaults Upon Senior Securities 19 Item 4. Mine Safety Disclosures 19 Item 5. Other Information 19 Item 6. Exhibits 19 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Guar Global Ltd. (A Development Stage Company) Balance Sheets
April 30, 2013 July 31, 2012 -------------- ------------- (Unaudited) ASSETS CURRENT ASSETS Cash $ 135,101 $ 5,601 Prepaid exenses 2,405 300 --------- --------- TOTAL CURRENT ASSETS 137,506 5,901 --------- --------- TOTAL ASSETS $ 137,506 $ 5,901 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable $ 21,001 $ 482 Accrued expenses 1,767 9,317 Interest payable 11,918 -- Convertible notes payable 445,000 -- Advances from stockholder 76,815 66,835 --------- --------- TOTAL CURRENT LIABILITIES 556,501 76,634 --------- --------- TOTAL LIABILITIES 556,501 76,634 --------- --------- STOCKHOLDERS' DEFICIT Preferred stock: par value $0.001: 25,000,000 shares authorized; none issued or outstanding -- -- Common stock: par value $0.0001: 300,000,000 shares authorized; 73,200,000 shares issued and outstanding 7,320 7,320 Additional paid-in capital 41,180 41,180 Deficit accumulated during the development stage (467,495) (119,233) --------- --------- TOTAL STOCKHOLDERS' DEFICIT (418,995) (70,733) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 137,506 $ 5,901 ========= =========
See accompanying notes to the financial statements. 3 Guar Global Ltd. (A Development Stage Company) Statements of Operations
For the Period from For the Nine Months For the Nine Months May 29, 2007 Ended Ended (inception) through April 30, 2013 April 30, 2012 April 30, 2013 -------------- -------------- -------------- (Unaudited) (Unaudited) (Unaudited) Revenues earned during the development stage $ -- $ -- $ -- ------------ ------------ ------------ Operating expenses Professional fees 105,766 16,475 209,494 Rent 1,381 1,394 10,836 Consulting fees 40,956 -- 40,956 Travel 33,953 -- 33,953 Website development 35,000 -- 35,000 Amortization -- -- 5,950 General and administrative 3,078 3,577 10,628 ------------ ------------ ------------ Total operating expenses 220,134 21,446 346,817 ------------ ------------ ------------ Loss from operations (220,134) (21,446) (346,817) ------------ ------------ ------------ Other income (expense) Other income -- -- 7,450 Interest expense (11,918) -- (11,918) Writeoff of failed venture (116,210) -- (116,210) ------------ ------------ ------------ Total other income (expense) (128,128) -- (120,678) ------------ ------------ ------------ Loss before income tax provision (348,262) (21,446) (467,495) Income tax provision -- -- -- ------------ ------------ ------------ Net loss $ (348,262) $ (21,446) $ (467,495) ============ ============ ============ Net loss per common share: - Basic and diluted $ (0.00) $ (0.00) ============ ============ Weighted average common shares outstanding - basic and diluted 73,200,000 73,200,000 ============ ============
See accompanying notes to the financial statements. 4 Guar Global Ltd. (A Development Stage Company) Statements of Operations
For the Three Months For the Three Months Ended Ended April 30, 2013 April 30, 2012 -------------- -------------- (Unaudited) (Unaudited) Revenues earned during the development stage $ -- $ -- ------------ ------------ Operating expenses Professional fees 61,789 5,925 Rent 456 467 Consulting fees 6,167 -- Travel 33,593 -- General and administrative 1,113 360 ------------ ------------ Total operating expenses 103,118 6,752 ------------ ------------ Loss from operations (103,118) (6,752) ------------ ------------ Other income (expense) Interest expense (7,164) -- ------------ ------------ Total other income (expense) (7,164) -- ------------ ------------ Loss before income tax provision (110,282) (6,752) Income tax provision -- -- ------------ ------------ Net loss $ (110,282) $ (6,752) ============ ============ Net loss per common share: - Basic and diluted $ (0.00) $ (0.00) ============ ============ Weighted average common shares outstanding - basic and diluted 73,200,000 73,200,000 ============ ============
See accompanying notes to the financial statements. 5 Guar Global Ltd. (A Development Stage Company) Statement of Stockholders' Equity (Deficit) For the Period from May 29, 2007 (Inception) through April 30, 2013 (Unaudited)
Deficit Common Stock, $0.0001 Par Value Accumulated Total ------------------------------- Additional During the Stockholders' Number of Paid-in Development Equity Shares Amount Capital Stage (Deficit) ------ ------ ------- ----- --------- Balance, May 29, 2007 (inception) -- $ -- $ -- $ -- $ -- Shares issued for cash at $0.0003 per share on August 1, 2008 48,000,000 4,800 15,200 -- 20,000 Net loss (1,999) (1,999) ----------- -------- -------- ---------- --------- Balance, July 31, 2007 48,000,000 4,800 15,200 (1,999) 18,001 Shares issued for cash at $0.001 per share on January 24, 2008 25,200,000 2,520 25,980 -- 28,500 Net loss (43,401) (43,401) ----------- -------- -------- ---------- --------- Balance, July 31, 2008 73,200,000 7,320 41,180 (45,400) 3,100 Net loss (21,813) (21,813) ----------- -------- -------- ---------- --------- Balance, July 31, 2009 73,200,000 7,320 41,180 (67,213) (18,713) Net loss (10,046) (10,046) ----------- -------- -------- ---------- --------- Balance, July 31, 2010 73,200,000 7,320 41,180 (77,259) (28,759) Net loss (16,690) (16,690) ----------- -------- -------- ---------- --------- Balance, July 31, 2011 73,200,000 7,320 41,180 (93,949) (45,449) Net loss (25,284) (25,284) ----------- -------- -------- ---------- --------- Balance, July 31, 2012 73,200,000 7,320 41,180 (119,233) (70,733) Net loss (348,262) (348,262) ----------- -------- -------- ---------- --------- Balance, April 30, 2013 73,200,000 $ 7,320 $ 41,180 $ (467,495) $(418,995) =========== ======== ======== ========== =========
See accompanying notes to the financial statements. 6 Guar Global Ltd. (A Development Stage Company) Statements of Cash Flows
For the Period from For the Nine Months For the Nine Months May 29, 2007 Ended Ended (inception) through April 30, 2013 April 30, 2012 April 30, 2013 -------------- -------------- -------------- (Unaudited) (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(348,262) $ (21,446) $(467,495) Adjustments to reconcile net loss to net cash used in operating activities: Amortization -- -- 5,950 Changes in operating assets and liabilities: Prepaid expenses (2,105) -- (2,405) Accounts payable 20,519 (238) 21,001 Accrued liabilities (7,550) (1,900) 1,767 --------- --------- --------- Net cash used in operating activities (337,398) (23,584) (441,182) --------- --------- --------- 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 9,980 30,000 76,815 Proceeds from convertible notes 445,000 -- 445,000 Increase in interest payable 11,918 -- 11,918 Proceeds from sale of common stock -- -- 48,500 --------- --------- --------- Net cash provided by financing activities 466,898 30,000 582,233 --------- --------- --------- Net change in cash 129,500 6,416 135,101 Cash, beginning of period 5,601 2,426 -- --------- --------- --------- Cash, end of period $ 135,101 $ 8,842 $ 135,101 ========= ========= ========= Supplemental disclosure of cash flows information: Interest aid $ -- $ -- $ -- ========= ========= ========= Income tax paid $ -- $ -- $ -- ========= ========= =========
See accompanying notes to the financial statements. 7 Guar Global Ltd. (A Development Stage Company) April 30, 2013 and 2012 Notes to the Financial Statements (Unaudited) NOTE 1 - ORGANIZATION AND OPERATIONS INCORPORATION The Company was incorporated under the name of ERE Management, Inc. under the laws of the State of Nevada on May 29, 2007. The Company plans to develop software, specializing in providing sales tool solutions for the real estate industry. More specifically, the Company has developed an online Content Management System ("CMS") that enables real estate agents to build a website to showcase their listings. AMENDMENTS TO THE ARTICLES OF INCORPORATION Effective March 14, 2012 the Board of Directors and the majority voting stockholders adopted and approved a resolution to amend the Company's Articles of Incorporation to (a) increase the number of shares of authorized common stock from 20,000,000 to 300,000,000; (b) create 25,000,000 shares of "blank check" preferred stock, par value $0.0001, per share; (c) change the par value of each share of common stock from $0.001 per share to $0.0001 per share; and (d) effectuate a forward split of all issued and outstanding shares of common stock, at a ratio of thirty-for-one (30:1) (the "Stock Split"). All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the Stock Split. Effective September 24, 2012 the Board of Directors and the majority voting stockholders approved an amendment to the Company's Articles of Incorporation to change its name from "ERE Management, Inc." to "Guar Global Ltd." 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, 2012 and notes thereto contained in the Company's Annual Report on Form 10-K filed with the SEC on October 29, 2012. 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. 8 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. 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, 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, prepaid expenses, 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, if any, due to their related party nature. 9 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. 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) involved; b) a 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. amounts 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. 10 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 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 April 30, 2013 or 2012. 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 April 30, 2013 or 2012. 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 11 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 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 FASB ACCOUNTING STANDARDS UPDATE NO. 2011-08 In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 "INTANGIBLES--GOODWILL AND OTHER: TESTING GOODWILL FOR IMPAIRMENT" ("ASU 2011-08"). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted. FASB ACCOUNTING STANDARDS UPDATE NO. 2011-11 In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 "BALANCE SHEET: DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES" ("ASU 2011-11"). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. FASB ACCOUNTING STANDARDS UPDATE NO. 2012-02 In July 2012, the FASB issued the FASB Accounting Standards Update No. 2012-02 "INTANGIBLES--GOODWILL AND OTHER (TOPIC 350) TESTING INDEFINITE-LIVED INTANGIBLE ASSETS FOR IMPAIRMENT" ("ASU 2012-02"). This Update is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. This guidance builds upon the guidance in ASU 2011-08, entitled TESTING GOODWILL FOR IMPAIRMENT. ASU 2011-08 was issued on September 15, 2011, and feedback from stakeholders during the exposure period related to the goodwill impairment testing guidance was that the guidance also would be helpful in impairment testing for intangible assets other than goodwill. The revised standard allows an entity the option to first assess qualitatively whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and 12 perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. This Update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012. Earlier implementation is permitted. OTHER RECENTLY ISSUED, BUT NOT YET EFFECTIVE ACCOUNTING PRONOUNCEMENTS 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 financial statements. 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 April 30, 2013, a net loss and net cash used in operating activities for the interim period then ended. 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 FREE OFFICE SPACE The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement. 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 - CONVERTIBLE NOTES PAYABLE On November 9, 2012, the Company entered into a loan agreement. The balance of $200,000 is due on November 9, 2013, bears interest at 10% per year and is convertible at $0.25 per share, at the discretion of the holder. Interest outstanding at April 30, 2013 is $9,425. $150,000 of the $200,000 received was advanced for a potential acquisition in Hong Kong. The venture failed and the advance was written off. On January 16, 2013, the Company entered into a loan agreement. The balance of $50,000 is due on January 16, 2014, bears interest at 10% per year and is convertible at $0.25 per share, at the discretion of the holder. Interest outstanding at April 30, 2013 is $1,425. The $50,000 that was received was advanced for a potential acquisition in Hong Kong. The venture failed and the advance was written off. 13 On April 10, 2013 the Company entered into a loan agreement. The balance of $195,000 is due on April 10, 2014, bears interest at 10% per year and is convertible at $0.25 per share, at the discretion of the holder. Interest outstanding at April 30, 2013 is $1,069. NOTE 6 - STOCKHOLDERS' DEFICIT SHARES AUTHORIZED Upon formation the total number of shares of common stock which the Company is authorized to issue was Twenty Million (20,000,000) shares, par value $0.001 per share. Effective March 14, 2012 the Board of Directors and the majority voting stockholders adopted and approved a resolution to amend the Company's Articles of Incorporation to (a) increase the number of shares of authorized common stock from 20,000,000 to 300,000,000; (b) create 25,000,000 shares of "blank check" preferred stock, par value $0.0001, per share; (c) change the par value of each share of common stock from $0.001 per share to $0.0001 per share; and (d) effectuate a forward split of all issued and outstanding shares of common stock, at a ratio of thirty-for-one (30:1) (the "Stock Split"). All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the Stock Split. COMMON STOCK On July 16, 2007, the Company issued 48,000,000 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 25,200,000 shares, of the 36,000,000 registered shares, of its common stock, par value of $0.0001 per share, at an offering price of $0.0017 per share for gross proceeds of $42,000. Costs associated with this offering were $13,500. NOTE 7 - 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 reportable subsequent events to be disclosed as follows: Effective May 7, 2013, the Board of Directors of the Company appointed Mr. Michael C. Shores as Chief Executive Officer and Chairman of the Board of Directors. In association with this appointment, the Company entered into an employment agreement (the "Employment Agreement") with Mr. Shores in connection with his employment as the Chief Executive Officer and Chairman of the Board of Directors of the Company. Pursuant to the Employment Agreement, Mr. Shores will be employed as the Chief Executive Officer of the Company for a two year term, and will receive an initial base salary of $7,000 per month. Mr. Shores will dedicate between thirty and seventy percent of his time to operating the Company. Either party may terminate the Employment Agreement upon thirty (30) days written notice or immediately in certain other circumstances. In the event of termination for no cause (as defined in the Employment Agreement), the Company will pay Mr. Shores four (4) months severance. Mr. Shores and the Company also agreed to negotiate the terms of a restricted stock award plan within sixty (60) days of the date of the Employment Agreement. 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this report, our Registration Statement on Form SB-2 and other filings we make from time to time with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law. This discussion and analysis should be read in conjunction with the unaudited interim financial statements and notes thereto included in this Report and the audited financials in our Annual Report on Form 10-K for the year ended July 31, 2012, filed with the Securities and Exchange Commission. In this Quarterly Report on Form 10-Q, references to "dollars" and "$" are to United States dollars and, unless otherwise indicated, references to "we," "our," "us," the "Company," "GGBL," or the "Registrant" refer to Guar Global Ltd., a Nevada corporation. 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. Secondarily, with respect to our guar gum business, which we commenced on October 1, 2012, we plan to produce guar gum in northwest India for export internationally to the oil and gas sector. We plan to use new technology and specialized research to increase fields of guar seed and produce hydroxypropyl guar gum, a gelling agent used in hydraulic fracturing for natural gas extraction. 15 We have been unable to raise additional funds to implement our operations, and we do not believe that we currently have sufficient resources to do so without additional funding. As a result of the current difficult economic environment and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to our Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan. Although our Board of Directors' preference would be to obtain additional funding to develop our software, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction in which our present management will no longer be in control of our Company and our business operations will be replaced by that of our transaction partner. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly registered company, thereby providing a transaction partner access to the public marketplace to raise capital. We have had preliminary discussions with potential business combination partners, but have not signed a definitive agreement to engage in a strategic transaction as of the period covered by this quarterly report. Any such business combination and the selection of a partner for such a business combination involves certain risks, including analyzing and selecting a business partner that is compatible to engage in a transaction with us or has business operations that are or will prove to be profitable. In the event we select a partner for a strategic transaction and sign a definitive agreement to consummate such a transaction, we will report this event on a Form 8-K to be filed with the Securities and Exchange Commission. If we are unable to locate a suitable business combination partner and are otherwise unable to raise additional funding, we will likely be forced to cease business operations. 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 currently 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 April 30, 2013. 16 EXPENSES Our operating expenses for the three months ended April 30, 2013 and 2012, were $103,118 and $6,752, respectively. Our operating expenses for the nine months ended April 30, 2013 and 2012, were $220,134 and $21,466, respectively. Our operating expenses for the period from May 29, 2007 (date of inception), through April 30, 2013 were $346,817. These expenses were comprised primarily of legal fees, transfer agent fees, accounting and audit fees, filing fees, and consulting fees. NET LOSS Our net loss for the three months ended April 30, 2013 and 2012 was $110,282 and $6,752, respectively. Our net loss for the nine months ended April 30, 2013 and 2012, were $348,262 and $21,466, respectively. Our net loss for the period from May 29, 2007 (date of inception), through April 30, 2013 was $467,495. PURCHASE OR SALE OF EQUIPMENT We do not expect to purchase or sell any plant or significant equipment. LIQUIDITY AND CAPITAL RESOURCES Our balance sheet as of April 30, 2013, reflects assets of $137,506 in the form of cash and prepaid expenses. Since inception, we have sold 73,200,000 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. 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, 2012, 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 April 30, 2013, that describes the circumstances that pertain to this matter. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. 17 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 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 chief executive officer (our principal executive officer) and our President, Secretary and Treasurer (our principal financial officer and principle accounting officer),to allow for timely decisions regarding required disclosure. As of April 30, 2013, the end of our quarter covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our President, Secretary and Treasurer (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 principal executive officer and principal financial 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 April 30, 2013, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting. 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 1A. RISK FACTORS Not applicable. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. 18 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(a) Articles of Incorporation (incorporated by reference to the Registrant's Registration Statement on Form SB-2 (File No. 333-147250) filed on November 9, 2007). 3.1(b) Certificate of Amendment to Articles of Incorporation (incorporated by reference to the Registrant's Current Report on Form 8-K filed on April 19, 2012). 3.1(c) Certificate of Change (incorporated by reference to the Registrant's Current Report on Form 8-K filed on April 19, 2012). 3.1(d) Certificate of Amendment to Articles of Incorporation (incorporated by reference to the Registrant's Current Report on Form 8-K filed on October 15, 2012). 3.2 Bylaws (incorporated by reference to the Registrant's Registration Statement on Form SB-2 (File No. 333-147250) filed on November 9, 2007). 10.1 Employment Agreement by and between the Company and Michael C. Shores, dated as of May 7, 2013 (incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 10, 2013). 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 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** ---------- * Filed herewith ** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. 19 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. GUAR GLOBAL LTD. Date: June 14, 2013 By: /s/ Joselito Christopher G. Imperial -------------------------------------- Joselito Christopher G. Imperial President, Treasurer, Secretary and Director (principal financial officer and principal accounting officer) 20