Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Oct. 31, 2013 | |
Document And Entity Information | ' |
Entity Registrant Name | 'Guar Global Ltd. |
Entity Central Index Key | '0001415751 |
Document Type | '10-Q |
Document Period End Date | 31-Oct-13 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--07-31 |
Is Entity a Well-known Seasoned Issuer? | 'No |
Is Entity a Voluntary Filer? | 'No |
Is Entity's Reporting Status Current? | 'Yes |
Entity Filer Category | 'Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 59,000,000 |
Document Fiscal Period Focus | 'Q1 |
Document Fiscal Year Focus | '2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Oct. 31, 2013 | Jul. 31, 2013 |
Assets | ' | ' |
Cash | $51,736 | $45,289 |
Prepaid exenses | 11,425 | 11,224 |
Prepaid harvest | 28,656 | 28,999 |
Prepaid land lease | 30,703 | 49,712 |
Crop cultivation | 41,268 | 4,990 |
Total current assets | 163,788 | 140,214 |
Goodwill | 30,675 | 30,675 |
Total assets | 194,463 | 170,889 |
Liabilities and stockholders' deficit | ' | ' |
Accounts payable and accrued liablities | 42,333 | 40,600 |
Interest payable | 45,159 | 26,545 |
Advances payable | 76,815 | 76,815 |
Convertible notes payable | 795,000 | 595,000 |
Total current liabilities | 959,307 | 738,960 |
Total Liabilities | 959,307 | 738,960 |
Stockholders' deficit | ' | ' |
Preferred stock: $0.001 par value: 25,000,000 shares authorized; none issued or outstanding | ' | ' |
Common stock par value $0.0001: 300,000,000 shares authorized; 59,000,000 shares issued and outstanding | 5,900 | 5,900 |
Additional paid-in capital | 42,600 | 42,600 |
Deficit accumulated during the development stage | -811,984 | -616,571 |
Accumulated other comprehensive income (loss) | ' | ' |
Foreign currency translation gain (loss) | -1,360 | ' |
Total stockholders' deficit | -764,844 | -568,071 |
Total liabilities and stockholders' deficit | $194,463 | $170,889 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Oct. 31, 2013 | Jul. 31, 2013 |
Stockholders' deficit | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 59,000,000 | 59,000,000 |
Common Stock, shares outstanding | 59,000,000 | 59,000,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 77 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | |
Consolidated Statements Of Operations | ' | ' | ' |
Revenues | ' | ' | ' |
Operating expenses | ' | ' | ' |
Professional fees | 39,913 | 3,955 | 262,998 |
Consulting | 99,415 | ' | 211,320 |
Travel expense | 5,868 | ' | 61,699 |
Amortization | 17,954 | ' | 17,954 |
General and administrative | 13,649 | 1,133 | 87,559 |
Total operating expenses | 176,799 | 5,088 | 641,530 |
Loss from operations | -176,799 | -5,088 | -641,530 |
Other income (expense) | ' | ' | ' |
Other income | ' | ' | -7,450 |
Foreign currency transaction (gain) loss | ' | ' | 16,535 |
Interest expense | 18,614 | ' | 45,159 |
Loss from failed venture | ' | ' | 116,210 |
Other (income) expense, net | 18,614 | ' | 170,454 |
Loss before income tax provision | -195,413 | -5,088 | -811,984 |
Income tax provision | ' | ' | ' |
Net loss | ($195,413) | ($5,088) | ($811,984) |
Net loss per common share: | ' | ' | ' |
Basic and diluted | $0 | $0 | ' |
Weighted average common shares outstanding: | ' | ' | ' |
Basic and diluted | 59,000,000 | 73,200,000 | ' |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Deficit) (USD $) | Common Stock | Additional Paid-In Capital | Deficit Accumulated during the Development Stage | Accumulated Other Comprehensive income (loss) Foreign Currency Translation gain (loss) | Total |
Beginning Balance, Amount at May. 28, 2007 | ' | ' | ' | ' | ' |
Shares issued for cash at $0.0003 per share on August 1, 2008, Shares | 48,000,000 | ' | ' | ' | ' |
Shares issued for cash at $0.0003 per share on August 1, 2008, Amount | $4,800 | $15,200 | ' | ' | $20,000 |
Net Loss | ' | ' | -1,999 | ' | -1,999 |
Ending Balance, Amount at Jul. 31, 2007 | 4,800 | 15,200 | -1,999 | ' | 18,001 |
Ending Balance, Shares at Jul. 31, 2007 | 48,000,000 | ' | ' | ' | ' |
Shares issued for cash at $0.001 per share on January 24, 2008, Shares | 25,200,000 | ' | ' | ' | ' |
Shares issued for cash at $0.001 per share on January 24, 2008, Amount | 2,520 | 25,980 | ' | ' | 28,500 |
Net Loss | ' | ' | -43,401 | ' | -43,401 |
Ending Balance, Amount at Jul. 31, 2008 | 7,320 | 41,180 | -45,400 | ' | 3,100 |
Ending Balance, Shares at Jul. 31, 2008 | 73,200,000 | ' | ' | ' | ' |
Net Loss | ' | ' | -21,813 | ' | -21,813 |
Ending Balance, Amount at Jul. 31, 2009 | 7,320 | 41,180 | -67,213 | ' | -18,713 |
Ending Balance, Shares at Jul. 31, 2009 | 73,200,000 | ' | ' | ' | ' |
Net Loss | ' | ' | -10,046 | ' | -10,046 |
Ending Balance, Amount at Jul. 31, 2010 | 7,320 | 41,180 | -77,259 | ' | -28,759 |
Ending Balance, Shares at Jul. 31, 2010 | 73,200,000 | ' | ' | ' | ' |
Net Loss | ' | ' | -16,690 | ' | -16,690 |
Ending Balance, Amount at Jul. 31, 2011 | 7,320 | 41,180 | -93,949 | ' | -45,449 |
Ending Balance, Shares at Jul. 31, 2011 | 73,200,000 | ' | ' | ' | ' |
Net Loss | ' | ' | -25,284 | ' | -25,284 |
Ending Balance, Amount at Jul. 31, 2012 | 7,320 | 41,180 | -119,233 | ' | -70,733 |
Beginning Balance, Shares at Jul. 31, 2012 | 73,200,000 | ' | ' | ' | ' |
Common stock cancellation, Shares | -14,200,000 | ' | ' | ' | ' |
Common stock cancellation, Amount | -1,420 | 1,420 | ' | ' | ' |
Net Loss | ' | ' | -497,338 | ' | -497,338 |
Ending Balance, Amount at Jul. 31, 2013 | 5,900 | 42,600 | -616,571 | ' | -568,071 |
Ending Balance, Shares at Jul. 31, 2013 | 59,000,000 | ' | ' | ' | ' |
Foreign currency translational gain (loss) | ' | ' | ' | -1,360 | ' |
Total comprehensive loss | ' | ' | ' | ' | -196,773 |
Net Loss | ' | ' | -195,413 | ' | -195,413 |
Ending Balance, Amount at Oct. 31, 2013 | $5,900 | $42,600 | ($811,984) | ($1,360) | ($764,844) |
Ending Balance, Shares at Oct. 31, 2013 | 59,000,000 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | 77 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($195,413) | ($5,088) | ($811,984) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Amortization | ' | ' | 5,950 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | -327 | -45 | -827 |
Prepaid land lease | 18,422 | ' | 18,422 |
Accounts payable and accrued liabilities | 1,732 | -379 | 42,332 |
Interest payable | 18,614 | ' | 45,159 |
Net cash used in operating activities | -156,972 | -5,512 | -700,948 |
Cash flows from investing activities | ' | ' | ' |
Investment in Pure Guar | ' | ' | -1,692 |
Advances to Pure Guar prior to acquisition | ' | ' | -131,426 |
Cash acquired from acquisition | ' | ' | 8,018 |
Crop cultivation | -36,308 | ' | -36,308 |
Website development cost | ' | ' | -5,950 |
Net cash used in investing activities | -36,308 | ' | -167,358 |
Cash flows from financing activities: | ' | ' | ' |
Advances from stockholder | ' | ' | 76,815 |
Proceeds from convertible notes payable | 200,000 | ' | 795,000 |
Proceeds from sale of common stock | ' | ' | 48,500 |
Net cash provided by financing activities | 200,000 | ' | 920,315 |
Effect of exchange rate changes on cash | -273 | ' | -273 |
Net change in cash | 6,447 | -5,512 | 51,736 |
Cash, beginning of period | 45,289 | 5,601 | ' |
Cash, end of period | 51,736 | 89 | 51,736 |
Supplemental disclosure of cash flows information: | ' | ' | ' |
Interest paid | ' | ' | ' |
Income tax paid | ' | ' | ' |
Organization_and_Operations
Organization and Operations | 3 Months Ended |
Oct. 31, 2013 | |
Notes to Financial Statements | ' |
Note 1 - Organization and Operations | ' |
Guar Global Ltd. | |
Guar Global Ltd. (the “Company”) was incorporated under the laws of the State of Nevada on May 29, 2007. The Company intends to engage in the cultivation and sale of the guar bean in India. | |
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 tothe Company's Articles of Incorporation to change the name of the Company from "EREManagement, Inc." to "Guar Global Ltd.". | |
Acquisition of Pure Guar India Private Limited | |
On July 31, 2013, the Company acquired Ninety Nine and 99/100 percent (99.99%) of the capital stock of Pure Guar India Private Limited, a company organized under the laws of the Republic of India pursuant to a Stock Purchase Agreement dated July 31, 2013 (the “Stock Purchase Agreement”) by and among the Company, Pure Guar, and the shareholders of Pure Guar (the “Selling Shareholders”). The Company paid $1,692.43 to the Selling Shareholder. | |
Pure Guar India Private Limited | |
Pure Guar India Private Limited (“Pure Guar”) was incorporated on February 19, 2013 under the laws of India to engage in any lawful business or activity for which corporations may be organized under the laws of India. Pure Guar intends to engage in the cultivation and sale of the guar bean in India. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Notes to Financial Statements | ' | ||||||
Note 2 - Summary of Significant Accounting Policies | ' | ||||||
The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. | |||||||
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, 2013 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on November 5, 2013. | |||||||
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. | |||||||
Fiscal Year-End | |||||||
The Company elected July 31 as its fiscal year ending date. | |||||||
Use of Estimates and Assumptions and Critical Accounting 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. | |||||||
Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimate(s) and assumption(s) affecting the financial statements were: | |||||||
(i) | Assumption asa going concern: Management assumes 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; | ||||||
(ii) | Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events; | ||||||
(iii) | Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable in come was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. | ||||||
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these 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. | |||||||
Reclassification | |||||||
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses. | |||||||
Principles of Consolidation | |||||||
The Company appliesthe guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification ("ASC") to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. | |||||||
The Company's consolidated subsidiaries and/or entities areas follows: | |||||||
Name of consolidated subsidiary or entity | State or other jurisdiction of incorporation or organization | Date of incorporation or formation | Attributable interest | ||||
(date of acquisition, if applicable) | |||||||
Guar Global Ltd. | The State of Nevada | 29-May-07 | 100% | ||||
Pure Guar India Private Limited | The Republic of India | February 19, 2013 (July 31, 2013) | 99.99% | ||||
Guar Innovations Ltd. | The State of Washington | 20-Feb-13 | 100% | ||||
All inter-company balances and transactions have been eliminated. | |||||||
Business Combinations | |||||||
The Company applies Topic 805 “Business Combinations” of the FASB Accounting Standards Codification for transactions that represent business combinations to be accounted for under the acquisition method. Pursuant to ASC Paragraph 805-10-25-1 in order for a transaction or other event to be considered as a business combination it is required that the assets acquired and liabilities assumed constitute a business. Upon determination of transactions representing business combinations the Company then (i) identifies the accounting acquirer; (ii) identifies and estimates the fair value of the identifiable tangible and intangible assets acquired, separately from goodwill, if any; (iii) estimates the business enterprise value of the acquired entities; (iv) allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values at the date of acquisition. The excess of the liabilities assumed and the purchase price over the assets acquired is recorded as goodwill and the excess of the assets acquired over the liabilities assumed and the purchase price is recorded as a gain from a bargain purchase. | |||||||
Identification of the Accounting Acquirer | |||||||
The Company used the existence of a controlling financial interest to identify the acquirer, the entity that obtains control of the acquiree,in accordance with ASC paragraph 805-20-25-5, and identifies the acquisition date, which is the date on which it obtains control of the acquiree in accordance with ASC paragraph 805-20-25-6. The date on which the acquirer obtains control of the acquiree generally is the date on which the acquirer legally transfers the consideration, acquires the assets, and assumes the liabilities of the acquiree—the closing date. | |||||||
Intangible Assets Identification, Estimated Fair Value and Useful Lives | |||||||
In accordance with ASC Section 805-20-25 as of the acquisition date, the acquirer shall recognize, separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions specified in ASC paragraphs 805-20-25-2 through 25-3. | |||||||
The recognized intangible assets of the acquiree are valued through the use of the market, income and/or cost approach, as appropriate. The Company utilizes the income approach on a debt-free basis to estimate the fair value of identifiable assets acquired in the acquiree at the date of acquisition with the assistance of a third party valuation firm. This method eliminates the effect of how the business is presently financed and provides an indication of the value of the total invested capital of the Company or its business enterprise value. | |||||||
Business Enterprise Valuation | |||||||
The Company utilizes the income approach, discounted cash flows method, to estimate the business enterprise value with the assistance of a third party valuation firm. The income approach considers a given company's future sales, net cash flow and growth potential. In valuing the business enterprise value of the business acquired, the Company forecasts sales and net cash flow for the acquiree for five (5) years into the future and uses a discounted net cash flow method to determine a value indication of the total invested capital of the acquiree. The basic method of forecasting involves using past experience to forecast the future. The next step is to discount these projected net cash flows to their present values. One of the key elements of the income approach is the discount rate used to discount the projected cash flows to their present values. Determining an appropriate discount rate is one of the more difficult parts of the valuation process. The applicable rate of return or discount rate, the rate investors in closely-held companies require as a condition of acquisition, varies from time to time, depending on economic and other conditions. The discount rate is determined after considering the overall risk of the investment, which includes: (1) operating and financial risk in the business enterprise or asset; (2) current and projected profitability and growth; (3) risk of the respective industry; and (4) the equity risk premium relative to Treasury bonds. The discount rate is also affected by an analyst's judgment regarding the credibility of the income projections. The discount rate rises as the projections become increasingly optimistic, or falls as the degree of certainty increases. | |||||||
Inherent Risk in the Estimates | |||||||
Management makes estimates of fair values based upon assumptions believed to be reasonable. These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined portfolio of products and/or services, and discount rates used to establish fair value. These estimates are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results. | |||||||
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, prepaid harvest, prepaid land lease, accounts payable and accrued liabilities, 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. | |||||||
Carrying Value, Recoverability and Impairment of Long-Lived Assets | |||||||
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which includes goodwill is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. | |||||||
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. | |||||||
The impairment charges, if any, is included in operating expenses in the accompanying statements of operations. | |||||||
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. | |||||||
Leases | |||||||
Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 A lessee and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a.Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation. | |||||||
Operating leases primarily relate to the Company’s leases. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense. | |||||||
Goodwill | |||||||
The Company follows Subtopic 350-20 of the FASB Accounting Standards Codification for goodwill. Goodwill represents the excess of the cost of an acquired entity over the fair value of the net assets at the date of acquisition. Under paragraph 350-20-35-1 of the FASB Accounting Standards Codification, goodwill acquired in a business combination with indefinite useful lives are not amortized; rather, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. | |||||||
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 un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted 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 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. | |||||||
Foreign Currency Transactions | |||||||
The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company’s reporting currency or Indian Rupee, the Company’s functional currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its in vestees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate. | |||||||
Net gains and losses resulting from foreign exchange transactions, if any, are included in the Company’s statements of income and comprehensive income (loss). | |||||||
Income Tax Provision | |||||||
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date. | |||||||
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 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 Section 740-10-25, 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. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. | |||||||
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 reporting period ended October 31, 2013 or 2012. | |||||||
Foreign Currency Translation | |||||||
The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash. | |||||||
The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss). | |||||||
Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary. | |||||||
The financial records of Pure Guar are maintained in their local currency, the Indian Rupee (“INR”), which is the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the financial statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the statement of stockholders’ equity. | |||||||
Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its consolidated financial statements. Management believes that the difference between INR vs. U.S. dollar exchange rate quoted by the Reserve Bank of India and INR vs. U.S. dollar exchange rate reported by OANDA Corporation were immaterial. Translations do not imply that the INR amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars. | |||||||
Translation of amounts from INR into U.S. dollars has been made at the following exchange rates for the respective periods: | |||||||
31-Oct-13 | |||||||
Balance sheets | 61.0697 | ||||||
Statements of operations and comprehensive income (loss) | 62.662 | ||||||
Comprehensive Income (Loss) | |||||||
The Company has applied section 220-10-45 of the FASB Accounting Standards Codification (“Section 220-10-45”) to present comprehensive income (loss). Section 220-10-45 establishes rules for the reporting of comprehensive income (loss) and its components. Comprehensive income (loss), for the Company, consists of net income and foreign currency translation adjustments and is presented in the Company’s consolidated statements of income and comprehensive income (loss) and stockholders’ equity. | |||||||
NetIncome (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 reporting period ended October 31, 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 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 | |||||||
In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210):Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities". This ASU clarifies that the scope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities." applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offsetin accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal years, and interim periods with in those years, beginning on or after January 1, 2013. | |||||||
In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013. | |||||||
In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement,and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013. | |||||||
In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. | |||||||
In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trade marks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. | |||||||
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. |
Going_Concern
Going Concern | 3 Months Ended |
Oct. 31, 2013 | |
Notes to Financial Statements | ' |
Note 3 - Going Concern | ' |
The consolidated 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 consolidated financial statements, the Company had a deficit accumulated during the development stage at October 31, 2013, a net loss and net cash used in operating activities for the reporting 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 generatesufficient revenues, the Company’s cash position may not be sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy to commence operations and generatesufficient 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 sufficient revenues and to raise additional funds. | |
The consolidated 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. |
Business_Acquisitions
Business Acquisitions | 3 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Note 4 - Business Acquisitions | ' | ||||||||||||
(i) Acquisition of Pure Guar India Private Limited | |||||||||||||
On July 31, 2013, the Company acquired Ninety Nine and 99/100 percent (99.99%) of the capital stock of Pure Guar India Private Limited, a company organized under the laws of the Republic of India (“Pure Guar”) pursuant to a Stock Purchase Agreement dated July 31, 2013 (the “Stock Purchase Agreement”) by and among the Company, Pure Guar, and the shareholders of Pure Guar (the “Selling Shareholders”). The Company paid $1,692.43 to the Selling Shareholders. | |||||||||||||
Identification of the Accounting Acquirer | |||||||||||||
The Company used the existence of a controlling financial interest to identify the acquirer, the entity that obtains control of the acquire in accordance with ASC paragraph 805-20-25-5, and identifies the acquisition date, which is the date on which it obtains control of the acquire in accordance with ASC paragraph 805-20-25-6. The management of the Company specifically addressed (i) the ownership interest of each party after the acquisition; (ii) the members of the board of directors from both companies; and (iii) senior management from both companies and determined that Guar Global Ltd. was the accounting acquirer for the merger between Guar Global Ltd. and Pure Guar India Private Limited. | |||||||||||||
The specific control factors considered to determine which entity was the accounting acquirer were as follows: | |||||||||||||
(i) The ownership interest of each party after the acquisition | |||||||||||||
Common shares of the Company issued and outstanding prior to the Pure Guar acquisition | 73,200,000 | 100 | % | ||||||||||
Common shares of the Company issued to the members of Pure Guar for the acquisition of all of the issued and outstanding limited liability company interests in Pure Guar upon acquisition of Pure Guar | - | - | % | ||||||||||
73,200,000 | 100 | % | |||||||||||
(ii) The members of the board of directors from both companies | |||||||||||||
The members of the board of directors from the Company prior to Pure Guar acquisition | 1 | 100 | % | ||||||||||
The members of the board of directors from the Company upon acquisition of Pure Guar | - | - | % | ||||||||||
1 | 100 | % | |||||||||||
(iii) Senior management from both companies | |||||||||||||
Senior management from the Company prior to Pure Guar acquisition | 1 | 100 | % | ||||||||||
Senior management from the Company upon acquisition of Pure Guar | - | - | % | ||||||||||
1 | 100 | % | |||||||||||
Allocation of Purchase Price | |||||||||||||
The purchase price of Pure Guar has been allocated to the tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in Pure Guar based on their estimated fair values at the date of acquisition as follows: | |||||||||||||
Book | Fair Value Adjustment | Fair Market | |||||||||||
Value | Value | ||||||||||||
Cash | $ | 8,018 | $ | - | $ | 8,018 | |||||||
Prepaid expenses | 10,724 | - | 10,724 | ||||||||||
Prepaid harvest | 28,999 | - | 28,999 | ||||||||||
Prepaid land lease | 49,712 | - | 49,712 | ||||||||||
Cultivation | 4,990 | - | 4,990 | ||||||||||
Advances from Guar Global | (131,426 | ) | - | (131,426 | ) | ||||||||
Goodwill | - | 30,675 | 30,675 | ||||||||||
Total | (28,983 | ) | 30,675 | 1,692 | |||||||||
Non-controlling interest | (- | ) | - | (- | ) | ||||||||
Purchase price | $ | (28,983 | ) | $ | 30,675 | $ | 1,692 |
Prepaid_Expenses
Prepaid Expenses | 3 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 5 - Prepaid Expenses | ' | ||||||||
Prepaid expenses consisted of the following: | |||||||||
31-Oct-13 | 31-Jul-13 | ||||||||
Prepaid expenses | $ | 11,425 | $ | 11,224 | |||||
Prepaid harvest (a) | $ | 28,656 | $ | 28,999 | |||||
Prepaid land lease (b) | |||||||||
Total lease payment | $ | 73,686 | $ | 74,568 | |||||
Accumulated amortization | (42,983 | ) | (24,856 | ) | |||||
Prepaid land lease, net | $ | 30,703 | $ | 49,712 | |||||
(a) | Pure Guar prepaid the seller’s estimated portion of the harvest revenue. The crop has recently been harvested and the exact amount will be determined shortly. | ||||||||
(b) | On April 13, 2013 Pure Guar prepaid INR 4,500,000 for a land lease of for a term of one (1) year expiring April 12, 2014. Pure Guar is amortizing this amount over the term of the lease. |
Goodwill
Goodwill | 3 Months Ended | ||||
Oct. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Note 6 - Goodwill | ' | ||||
Goodwill, stated at cost, less accumulated impairment, if any, consisted of the following: | |||||
31-Oct-13 | |||||
Acquisition of Pure Guar | |||||
Goodwill | 30,675 | ||||
Accumulated impairment | (- | ) | |||
$ | 30,675 | ||||
Impairment | |||||
The Company completed the annual impairment test of goodwilland determined that there was no impairment as the fair value of goodwill, substantially exceeded their carrying values at July 31, 2013. | |||||
Convertible_Notes_Payable
Convertible Notes Payable | 3 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 7 - Convertible Notes Payable | ' | ||||||||
31-Oct-13 | 31-Jul-13 | ||||||||
On November 9, 2012, the Company entered into a convertible note payable in the amount of $200,000 due on November 9, 2013, bears interest at 10% per annum and is convertible at $0.25 per share at the discretion of the holder. $150,000 of the $200,000 received was advanced for a potential acquisition in Hong Kong. The venture failed and $66,210 of the advance was written off. The Note is currently past due. | |||||||||
Accrued interest outstanding at October 31, 2013 is $19,507. | $ | 200,000 | $ | 200,000 | |||||
On January 16, 2013, the Company entered into a convertible note payable in the amount of $50,000 due on January 16, 2014, bears interest at 10% per annum and is convertible at $0.25 per share at the discretion of the holder. $50,000 received was advanced for a potential acquisition in Hong Kong. The venture failed and $50,000 advance was written off. | |||||||||
Accrued interest outstanding at October 31, 2013 is $3,945. | 50,000 | 50,000 | |||||||
On April 10, 2013 the Company entered into a convertible note payable in the amount of $195,000 due on April 10, 2014, bears interest at 10% per annum and is convertible at $0.25 per share at the discretion of the holder. | |||||||||
Accrued interest outstanding at October 31, 2013 is $10,898. | 195,000 | 195,000 | |||||||
On May 9, 2013 the Company entered into a convertible note payable in the amount of $150,000 due on May 9, 2014, bears interest at 10% per year and is convertible at $0.25 per share at the discretion of the holder. | |||||||||
Accrued interest outstanding at October 31, 2013 is $7,192. | 150,000 | 150,000 | |||||||
On August 26, 2013 the Company entered into a convertible note payable in the amount of $200,000 due on August 26, 2014, bears interest at 10% per annum and is convertible at $0.25 per share at the discretion of the holder. | |||||||||
Accrued interest outstanding at October 31, 2013 is $3,617. | 200,000 | - | |||||||
$ | 795,000 | $ | 595,000 | ||||||
The Company is in the process of negotiating a resolution to the expiration of note due November 9, 2013. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Oct. 31, 2013 | |
Notes to Financial Statements | ' |
Note 8 - 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. | |
Effective March 14, 2012 the Board of Directors and the majority voting stockholders adopted and approved a resolution to amend its 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. | |
On July 31, 2013, the former president of the Company surrendered 14,200,000 shares of common stock which was cancelled by the Company upon receipt as part of the acquisition of Pure Guar. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Oct. 31, 2013 | |
Notes to Financial Statements | ' |
Note 9 - 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. | |
Employment Agreement | |
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 (2) year term, and will receive an initial base salary of $7,000 per month. Mr. Shores will dedicate between thirty (30%) and seventy (70%) percent of his time to operate 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) month severance. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2013 | |
Notes to Financial Statements | ' |
Note 10 - 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 certain reportable subsequent events to be disclosed as follows: | |
Convertible Note Payable | |
On November 29, 2013 the Company entered into a convertible note payable in the amount of $100,000 is due on November 29, 2014, bears interest at 10% per annum and is convertible at $0.25 per share at the discretion of the holder. | |
Equity Incentive Plan | |
On November 26, 2013, the Board of Directors of the Company approved its 2013 Equity Incentive Plan expiring November 26, 2023, whereby the Board of Directors authorized 11,800,000 shares of the Company’s common stock to be reserved for issuance (the "2013 Equity Plan"). The purpose of the 2013 Equity Incentive Plan is to advance the interests of the Company by providing an incentive to attract, retain and motivate highly qualified and competent persons who are important to us and upon whose efforts and judgment the success of the Company is largely dependent. Grants to be made under the 2013 Equity Incentive Plan are limited to the Company’s employees, directors and consultants. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Summary Of Significant Accounting Policies 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, 2013 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on November 5, 2013. | |||||||
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. | |||||||
Fiscal Year-End | ' | ||||||
The Company elected July 31 as its fiscal year ending date. | |||||||
Use of Estimates and Assumptions and Critical Accounting 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. | |||||||
Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimate(s) and assumption(s) affecting the financial statements were: | |||||||
(i) | Assumption asa going concern: Management assumes 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; | ||||||
(ii) | Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events; | ||||||
(iii) | Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable in come was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. | ||||||
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these 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. | |||||||
Reclassification | ' | ||||||
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses. | |||||||
Principles of Consolidation | ' | ||||||
The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification ("ASC") to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. | |||||||
The Company's consolidated subsidiaries and/or entities areas follows: | |||||||
Name of consolidated subsidiary or entity | State or other jurisdiction of incorporation or organization | Date of incorporation or formation | Attributable interest | ||||
(date of acquisition, if applicable) | |||||||
Guar Global Ltd. | The State of Nevada | 29-May-07 | 100% | ||||
Pure Guar India Private Limited | The Republic of India | February 19, 2013 (July 31, 2013) | 99.99% | ||||
Guar Innovations Ltd. | The State of Washington | 20-Feb-13 | 100% | ||||
All inter-company balances and transactions have been eliminated. | |||||||
Business Combinations | ' | ||||||
The Company applies Topic 805 “Business Combinations” of the FASB Accounting Standards Codification for transactions that represent business combinations to be accounted for under the acquisition method. Pursuant to ASC Paragraph 805-10-25-1 in order for a transaction or other event to be considered as a business combination it is required that the assets acquired and liabilities assumed constitute a business. Upon determination of transactions representing business combinations the Company then (i) identifies the accounting acquirer; (ii) identifies and estimates the fair value of the identifiable tangible and intangible assets acquired, separately from goodwill, if any; (iii) estimates the business enterprise value of the acquired entities; (iv) allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values at the date of acquisition. The excess of the liabilities assumed and the purchase price over the assets acquired is recorded as goodwill and the excess of the assets acquired over the liabilities assumed and the purchase price is recorded as a gain from a bargain purchase. | |||||||
Identification of the Accounting Acquirer | ' | ||||||
The Company used the existence of a controlling financial interest to identify the acquirer, the entity that obtains control of the acquire, in accordance with ASC paragraph 805-20-25-5, and identifies the acquisition date, which is the date on which it obtains control of the acquire in accordance with ASC paragraph 805-20-25-6. The date on which the acquirer obtains control of the acquire generally is the date on which the acquirer legally transfers the consideration, acquires the assets, and assumes the liabilities of the acquire—the closing date. | |||||||
Intangible Assets Identification, Estimated Fair Value and Useful Lives | ' | ||||||
In accordance with ASC Section 805-20-25 as of the acquisition date, the acquirer shall recognize, separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquire. Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions specified in ASC paragraphs 805-20-25-2 through 25-3. | |||||||
The recognized intangible assets of the acquire are valued through the use of the market, income and/or cost approach, as appropriate. The Company utilizes the income approach on a debt-free basis to estimate the fair value of identifiable assets acquired in the acquire at the date of acquisition with the assistance of a third party valuation firm. This method eliminates the effect of how the business is presently financed and provides an indication of the value of the total invested capital of the Company or its business enterprise value. | |||||||
Business Enterprise Valuation | ' | ||||||
The Company utilizes the income approach, discounted cash flows method, to estimate the business enterprise value with the assistance of a third party valuation firm. The income approach considers a given company's future sales, net cash flow and growth potential. In valuing the business enterprise value of the business acquired, the Company forecasts sales and net cash flow for the acquire for five (5) years into the future and uses a discounted net cash flow method to determine a value indication of the total invested capital of the acquire. The basic method of forecasting involves using past experience to forecast the future. The next step is to discount these projected net cash flows to their present values. One of the key elements of the income approach is the discount rate used to discount the projected cash flows to their present values. Determining an appropriate discount rate is one of the more difficult parts of the valuation process. The applicable rate of return or discount rate, the rate investors in closely-held companies require as a condition of acquisition, varies from time to time, depending on economic and other conditions. The discount rate is determined after considering the overall risk of the investment, which includes: (1) operating and financial risk in the business enterprise or asset; (2) current and projected profitability and growth; (3) risk of the respective industry; and (4) the equity risk premium relative to Treasury bonds. The discount rate is also affected by an analyst's judgment regarding the credibility of the income projections. The discount rate rises as the projections become increasingly optimistic, or falls as the degree of certainty increases. | |||||||
Inherent Risk in the Estimates | ' | ||||||
Management makes estimates of fair values based upon assumptions believed to be reasonable. These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined portfolio of products and/or services, and discount rates used to establish fair value. These estimates are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results. | |||||||
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, prepaid harvest, prepaid land lease, accounts payable and accrued liabilities, 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. | |||||||
Carrying Value, Recoverability and Impairment of Long-Lived Assets | ' | ||||||
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which includes goodwill is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. | |||||||
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. | |||||||
The impairment charges, if any, is included in operating expenses in the accompanying statements of operations. | |||||||
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. | |||||||
Leases | ' | ||||||
Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 A lessee and a less or shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for the less or): a. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the less or, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the less or at lease inception over any related investment tax credit retained by the less or and expected to be realized by the less or. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the less or is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation. | |||||||
Operating leases primarily relate to the Company’s leases. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense. | |||||||
Goodwill | ' | ||||||
The Company follows Subtopic 350-20 of the FASB Accounting Standards Codification for goodwill. Goodwill represents the excess of the cost of an acquired entity over the fair value of the net assets at the date of acquisition. Under paragraph 350-20-35-1 of the FASB Accounting Standards Codification, goodwill acquired in a business combination with indefinite useful lives are not amortized; rather, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. | |||||||
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 un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted 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 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) collect ability is reasonably assured. | |||||||
Foreign Currency Transactions | ' | ||||||
The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company’s reporting currency or Indian Rupee, the Company’s functional currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its in vestees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate. | |||||||
Net gains and losses resulting from foreign exchange transactions, if any, are included in the Company’s statements of income and comprehensive income (loss). | |||||||
Income Tax Provision | ' | ||||||
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date. | |||||||
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 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 Section 740-10-25, 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. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. | |||||||
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 reporting period ended October 31, 2013 or 2012. | |||||||
Foreign Currency Translation | ' | ||||||
The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash. | |||||||
The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss). | |||||||
Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currency to be the functional currency for its foreign subsidiary. | |||||||
The financial records of Pure Guar are maintained in their local currency, the Indian Rupee (“INR”), which is the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the financial statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the statement of stockholders’ equity. | |||||||
Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its consolidated financial statements. Management believes that the difference between INR vs. U.S. dollar exchange rate quoted by the Reserve Bank of India and INR vs. U.S. dollar exchange rate reported by OANDA Corporation were immaterial. Translations do not imply that the INR amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars. | |||||||
Translation of amounts from INR into U.S. dollars has been made at the following exchange rates for the respective periods: | |||||||
31-Oct-13 | |||||||
Balance sheets | 61.0697 | ||||||
Statements of operations and comprehensive income (loss) | 62.662 | ||||||
Comprehensive Income (Loss) | ' | ||||||
The Company has applied section 220-10-45 of the FASB Accounting Standards Codification (“Section 220-10-45”) to present comprehensive income (loss). Section 220-10-45 establishes rules for the reporting of comprehensive income (loss) and its components. Comprehensive income (loss), for the Company, consists of net income and foreign currency translation adjustments and is presented in the Company’s consolidated statements of income and comprehensive income (loss) and stockholders’ equity. | |||||||
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 reporting period ended October 31, 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 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 | ' | ||||||
In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210):Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities". This ASU clarifies that the scope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities." applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offsetin accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal years, and interim periods with in those years, beginning on or after January 1, 2013. | |||||||
In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013. | |||||||
In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement,and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013. | |||||||
In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. | |||||||
In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trade marks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. | |||||||
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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||
Oct. 31, 2013 | |||||||
Notes to Financial Statements | ' | ||||||
consolidated subsidiaries entities | ' | ||||||
The Company's consolidated subsidiaries and/or entities areas follows: | |||||||
Name of consolidated subsidiary or entity | State or other jurisdiction of incorporation or organization | Date of incorporation or formation | Attributable interest | ||||
(date of acquisition, if applicable) | |||||||
Guar Global Ltd. | The State of Nevada | 29-May-07 | 100% | ||||
Pure Guar India Private Limited | The Republic of India | February 19, 2013 (July 31, 2013) | 99.99% | ||||
Guar Innovations Ltd. | The State of Washington | 20-Feb-13 | 100% | ||||
Schedule exchange rates | ' | ||||||
Translation of amounts from INR into U.S. dollars has been made at the following exchange rates for the respective periods: | |||||||
31-Oct-13 | |||||||
Balance sheets | 61.0697 | ||||||
Statements of operations and comprehensive income (loss) | 62.662 |
Business_Acquisitions_Tables
Business Acquisitions (Tables) | 3 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Business Acquisitions Tables | ' | ||||||||||||
Accounting acquirer | ' | ||||||||||||
The specific control factors considered to determine which entity was the accounting acquirer were as follows: | |||||||||||||
(i) The ownership interest of each party after the acquisition | |||||||||||||
Common shares of the Company issued and outstanding prior to the Pure Guar acquisition | 73,200,000 | 100 | % | ||||||||||
Common shares of the Company issued to the members of Pure Guar for the acquisition of all of the issued and outstanding limited liability company interests in Pure Guar upon acquisition of Pure Guar | - | - | % | ||||||||||
73,200,000 | 100 | % | |||||||||||
(ii) The members of the board of directors from both companies | |||||||||||||
The members of the board of directors from the Company prior to Pure Guar acquisition | 1 | 100 | % | ||||||||||
The members of the board of directors from the Company upon acquisition of Pure Guar | - | - | % | ||||||||||
1 | 100 | % | |||||||||||
(iii) Senior management from both companies | |||||||||||||
Senior management from the Company prior to Pure Guar acquisition | 1 | 100 | % | ||||||||||
Senior management from the Company upon acquisition of Pure Guar | - | - | % | ||||||||||
1 | 100 | % | |||||||||||
Allocation of Purchase Price | ' | ||||||||||||
The purchase price of Pure Guar has been allocated to the tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in Pure Guar based on their estimated fair values at the date of acquisition as follows: | |||||||||||||
Book | Fair Value Adjustment | Fair Market | |||||||||||
Value | Value | ||||||||||||
Cash | $ | 8,018 | $ | - | $ | 8,018 | |||||||
Prepaid expenses | 10,724 | - | 10,724 | ||||||||||
Prepaid harvest | 28,999 | - | 28,999 | ||||||||||
Prepaid land lease | 49,712 | - | 49,712 | ||||||||||
Cultivation | 4,990 | - | 4,990 | ||||||||||
Advances from Guar Global | (131,426 | ) | - | (131,426 | ) | ||||||||
Goodwill | - | 30,675 | 30,675 | ||||||||||
Total | (28,983 | ) | 30,675 | 1,692 | |||||||||
Non-controlling interest | (- | ) | - | (- | ) | ||||||||
Purchase price | $ | (28,983 | ) | $ | 30,675 | $ | 1,692 |
Prepaid_Expenses_Tables
Prepaid Expenses (Tables) | 3 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Prepaid expenses | ' | ||||||||
Prepaid expenses consisted of the following: | |||||||||
31-Oct-13 | 31-Jul-13 | ||||||||
Prepaid expenses | $ | 11,425 | $ | 11,224 | |||||
Prepaid harvest (a) | $ | 28,656 | $ | 28,999 | |||||
Prepaid land lease (b) | |||||||||
Total lease payment | $ | 73,686 | $ | 74,568 | |||||
Accumulated amortization | (42,983 | ) | (24,856 | ) | |||||
Prepaid land lease, net | $ | 30,703 | $ | 49,712 | |||||
Goodwill_Tables
Goodwill (Tables) | 3 Months Ended | ||||
Oct. 31, 2013 | |||||
Goodwill Tables | ' | ||||
Less accumulated impairment | ' | ||||
Goodwill, stated at cost, less accumulated impairment, if any, consisted of the following: | |||||
31-Oct-13 | |||||
Acquisition of Pure Guar | |||||
Goodwill | 30,675 | ||||
Accumulated impairment | (- | ) | |||
$ | 30,675 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 3 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Convertible note payable | ' | ||||||||
31-Oct-13 | 31-Jul-13 | ||||||||
On November 9, 2012, the Company entered into a convertible note payable in the amount of $200,000 due on November 9, 2013, bears interest at 10% per annum and is convertible at $0.25 per share at the discretion of the holder. $150,000 of the $200,000 received was advanced for a potential acquisition in Hong Kong. The venture failed and $66,210 of the advance was written off. The Note is currently past due. | |||||||||
Accrued interest outstanding at October 31, 2013 is $19,507. | $ | 200,000 | $ | 200,000 | |||||
On January 16, 2013, the Company entered into a convertible note payable in the amount of $50,000 due on January 16, 2014, bears interest at 10% per annum and is convertible at $0.25 per share at the discretion of the holder. $50,000 received was advanced for a potential acquisition in Hong Kong. The venture failed and $50,000 advance was written off. | |||||||||
Accrued interest outstanding at October 31, 2013 is $3,945. | 50,000 | 50,000 | |||||||
On April 10, 2013 the Company entered into a convertible note payable in the amount of $195,000 due on April 10, 2014, bears interest at 10% per annum and is convertible at $0.25 per share at the discretion of the holder. | |||||||||
Accrued interest outstanding at October 31, 2013 is $10,898. | 195,000 | 195,000 | |||||||
On May 9, 2013 the Company entered into a convertible note payable in the amount of $150,000 due on May 9, 2014, bears interest at 10% per year and is convertible at $0.25 per share at the discretion of the holder. | |||||||||
Accrued interest outstanding at October 31, 2013 is $7,192. | 150,000 | 150,000 | |||||||
On August 26, 2013 the Company entered into a convertible note payable in the amount of $200,000 due on August 26, 2014, bears interest at 10% per annum and is convertible at $0.25 per share at the discretion of the holder. | |||||||||
Accrued interest outstanding at October 31, 2013 is $3,617. | 200,000 | - | |||||||
$ | 795,000 | $ | 595,000 | ||||||
The Company is in the process of negotiating a resolution to the expiration of note due November 9, 2013. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Oct. 31, 2013 | |
Guar Global Ltd. | ' |
State or other jurisdiction of incorporation or organization | 'The State of Nevada |
Date of incorporation or formation (date of acquisition, if applicable) | 'May 29, 2007 |
Attributable interest | 100.00% |
Pure Guar India Private Limited | ' |
State or other jurisdiction of incorporation or organization | 'The Republic of India |
Date of incorporation or formation (date of acquisition, if applicable) | 'February 19, 2013 (July 31, 2013) |
Attributable interest | 99.99% |
Guar Innovations Ltd. | ' |
State or other jurisdiction of incorporation or organization | 'The State of Washington |
Date of incorporation or formation (date of acquisition, if applicable) | 'February 20, 2013 |
Attributable interest | 100.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) | Oct. 31, 2013 |
Notes to Financial Statements | ' |
Balance sheets | 61.0697 |
Statements of operations and comprehensive income (loss) | 62.662 |
Business_Acquisitions_Details
Business Acquisitions (Details) | Oct. 31, 2013 |
Total number ownership interest issued and outstanding Shares | 73,200,000 |
Percentage of ownership interest issued and outstanding Shares | 100.00% |
Total number broad of directors issued and outstanding Shares | 1 |
Percentage of broad of directors issued and outstanding Shares | 100.00% |
Total number Senior management issued and outstanding Shares | 1 |
Percentage of Senior managements issued and outstanding Shares | 100.00% |
GGL's common shares issued and outstanding prior to the Pure Guar acquisition | ' |
Common shares issued and outstanding | 73,200,000 |
Percentage of common shares issued and outstanding | 100.00% |
GGL's common shares issued to the members of Pure Guar for the acquisition of all of the issued and outstanding limited liability company interests in Pure Guar upon acquisition of Pure Guar | ' |
Common shares issued and outstanding | ' |
Members of the board of directors from GGL prior to Pure Guar acquisition | ' |
Common shares issued and outstanding | 1 |
Percentage of common shares issued and outstanding | 100.00% |
Members of the board of directors from GGL upon acquisition of Pure Guar | ' |
Common shares issued and outstanding | ' |
Senior management from GGL prior to Pure Guar acquisition | ' |
Common shares issued and outstanding | 1 |
Percentage of common shares issued and outstanding | 100.00% |
Senior management from GGL upon acquisition of Pure Guar | ' |
Common shares issued and outstanding | ' |
Business_Acquisitions_Details1
Business Acquisitions (Details1) (USD $) | Oct. 31, 2013 | Jul. 31, 2013 |
Cash | $51,736 | $45,289 |
Prepaid harvest | 28,656 | 28,999 |
Prepaid land lease | 30,703 | 49,712 |
Goodwill | 30,675 | 30,675 |
Book Value | ' | ' |
Cash | 8,018 | ' |
Prepaid expenses | 10,724 | ' |
Prepaid harvest | 28,999 | ' |
Prepaid land lease | 49,712 | ' |
Cultivation | 4,990 | ' |
Advances from Guar Global | -131,426 | ' |
Goodwill | ' | ' |
Total | -28,983 | ' |
Non-controlling interest | ' | ' |
Purchase price | -28,983 | ' |
Fair Value Adjustment | ' | ' |
Cash | ' | ' |
Prepaid expenses | ' | ' |
Prepaid harvest | ' | ' |
Prepaid land lease | ' | ' |
Cultivation | ' | ' |
Advances from Guar Global | ' | ' |
Goodwill | 30,675 | ' |
Total | 30,675 | ' |
Non-controlling interest | ' | ' |
Purchase price | 30,675 | ' |
Fair Market Value | ' | ' |
Cash | 8,018 | ' |
Prepaid expenses | 10,724 | ' |
Prepaid harvest | 28,999 | ' |
Prepaid land lease | 49,712 | ' |
Cultivation | 4,990 | ' |
Advances from Guar Global | -131,426 | ' |
Goodwill | 30,675 | ' |
Total | 1,692 | ' |
Non-controlling interest | ' | ' |
Purchase price | $1,692 | ' |
Prepaid_Expenses_Details
Prepaid Expenses (Details) (USD $) | Oct. 31, 2013 | Jul. 31, 2013 |
Notes to Financial Statements | ' | ' |
Prepaid expenses | $11,425 | $11,224 |
Prepaid harvest (a) | 28,656 | 28,999 |
Prepaid land lease (b) | ' | ' |
Total lease payment | 73,686 | 74,568 |
Accumulated amortization | -42,983 | -24,856 |
Prepaid land lease, net | $30,703 | $49,712 |
Goodwill_Details
Goodwill (Details) (USD $) | Oct. 31, 2013 | Jul. 31, 2013 |
Goodwill Details | ' | ' |
Goodwill | $30,675 | ' |
Accumulated impairment | ' | ' |
Total | $30,675 | $30,675 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Oct. 31, 2013 | Jul. 31, 2013 |
Interest outstanding | $795,000 | $595,000 |
Loan Agreement January 16, 2013 [Member] | ' | ' |
Interest outstanding | 200,000 | 200,000 |
Loan Agreement November 9, 2012 [Member] | ' | ' |
Interest outstanding | 50,000 | 50,000 |
Loan Agreement April 10, 2013 [Member] | ' | ' |
Interest outstanding | 195,000 | 195,000 |
Loan Agreement May 9, 2013 [Member] | ' | ' |
Interest outstanding | 150,000 | 150,000 |
Loan Agreement August 26, 2013 [Member] | ' | ' |
Interest outstanding | $200,000 | ' |
Organization_And_Operations_De
Organization And Operations (Details Narrative) (USD $) | 3 Months Ended | |
Oct. 31, 2013 | Jul. 31, 2013 | |
Organization And Operations Details Narrative | ' | ' |
Percentage of acquisition of pure guar India private limited | ' | 99.99% |
Amount paid to stock purchase | $1,692 | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Notes to Financial Statements | ' | ' |
Potentially outstanding dilutive shares | 0 | 0 |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) | Jul. 31, 2013 |
Stockholders Equity Details Narrative | ' |
Cancelled shares of common stock | 14,200,000 |