SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
ERE MANAGEMENT, INC.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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ERE MANAGEMENT, INC.
[INSERT LOGO]
8275 SOUTHERN EASTERN AVENUE, SUITE 200
LAS VEGAS, NEVADA 89123
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being furnished on or about October ___,
2012 to the holders of record as of the close of business on October ___, 2012
of the common stock of ERE Management, Inc., a Nevada corporation ("ERE
Management").
The Board of Directors of ERE Management and 1 stockholder holding an aggregate
of 1,600,000 shares of common stock issued and outstanding as of September 24,
2012, have approved and consented in writing to the actions described below.
Such approval and consent constitute the approval and consent of a majority of
the total number of shares of outstanding common stock and are sufficient under
the Nevada Revised Statutes ("NRS") and ERE Management's Articles of
Incorporation and Bylaws to approve the actions. Accordingly, the actions will
not be submitted to the other stockholders of ERE Management for a vote, and
this Information Statement is being furnished to stockholders to provide them
with certain information concerning the action in accordance with the
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the regulations promulgated thereunder, including Regulation 14C.
ACTIONS BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDER
GENERAL
ERE Management will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. ERE
Management will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending this Information
Statement to the beneficial owners of ERE Management's common stock.
ERE Management will only deliver one Information Statement to multiple security
holders sharing an address unless ERE Management has received contrary
instructions from one or more of the security holders. Upon written or oral
request, ERE Management will promptly deliver a separate copy of this
Information Statement and any future annual reports and information statements
to any security holder at a shared address to which a single copy of this
Information Statement was delivered, or deliver a single copy of this
Information Statement and any future annual reports and information statements
to any security holder or holders sharing an address to which multiple copies
are now delivered. You should direct any such requests to the following address:
ERE Management, Inc., 8275 Southern Eastern Avenue, Suite 200, Las Vegas, Nevada
89123, Attn: Joselito Christopher G. Imperial, President. Mr. Imperial may also
be reached by telephone at (702) 990-8402.
INFORMATION ON CONSENTING STOCKHOLDER
Pursuant to ERE Management's Bylaws and the Nevada Revised Statutes ("NRS"), a
vote by the holders of at least a majority of ERE Management's outstanding
capital stock is required to effect the action described herein. ERE
Management's Articles of Incorporation, as amended, does not authorize
cumulative voting. As of the record date, ERE Management had 2,440,000 shares of
common stock issued and outstanding. The voting power representing not less than
1,220,001 shares of common stock is required to pass any stockholder
resolutions. The consenting stockholder is the record and beneficial owner of
1,600,000 shares of common stock, which represents approximately 65.5% of the
issued and outstanding shares of ERE Management's common stock. Pursuant to
Chapter 78.320 of the NRS, the consenting stockholder voted, with the Board of
Directors, in favor of the actions described herein in a joint written consent,
dated September 24, 2012. No consideration was paid for the consent.
The consenting stockholder's name, affiliation with ERE Management, and their
beneficial holding are as follows:
Beneficial Holder
Name and Affiliation Shares Beneficially Held Percentage
---- --------------- ------------------------ ----------
Joselito Christopher G. President, Treasurer, 1,600,000 shares of common stock 65.5%
Imperial Secretary, Director, and
Greater than 10% holder of
common stock
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS RIGHTS OF APPRAISAL
None.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 24, 2012, certain information
regarding the ownership of ERE Management's capital stock by each director and
executive officer of ERE Management, each person who is known to ERE Management
to be a beneficial owner of more than 5% of any class of ERE Management's voting
stock, and by all officers and directors of ERE Management as a group. Unless
otherwise indicated below, to ERE Management's knowledge, all persons listed
below have sole voting and investing power with respect to their shares of
capital stock, except to the extent authority is shared by spouses under
applicable community property laws.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally includes voting or
investment power with respect to securities. Shares of common stock subject to
options, warrants or convertible securities exercisable or convertible within 60
days of September 24, 2012 are deemed outstanding for computing the percentage
of the person or entity holding such options, warrants or convertible securities
but are not deemed outstanding for computing the percentage of any other person,
and is based on 2,440,000 shares of common stock issued and outstanding on a
fully diluted basis, as of September 24, 2012.
Name and Address of Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership Class (2)
-------------------- -------------------- ---------
Joselito Christopher G. Imperial (3) 1,600,000 (common stock) 65.5%
President, Secretary, Treasurer,
Director and greater than 10% holder
of common stock
All officers and directors as a group
(1 person) 1,600,000 (common stock) 65.5%
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(1) Unless otherwise noted, the address of each person listed is c/o ERE
Management, Inc., 8275 Southern Eastern Avenue, Suite 200, Las Vegas,
Nevada 89123.
(2) This table is based on 2,440,000 shares of common stock issued and
outstanding on September 24, 2012.
(3) Appointed President, Secretary, Treasurer and Director on July 17, 2007.
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EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our President and all other executive officers
(collectively, the "Named Executive Officers") in the fiscal years ended July
31, 2012 and 2011:
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($)* Awards($)* Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Joselito 2012 -0- -0- -0- -0- -0- -0- -0- -0-
Christopher G. 2011 -0- -0- -0- -0- -0- -0- -0- -0-
Imperial;
President,
Secretary,
Treasurer and
Director (1)
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(1) Appointed President, Secretary, Treasurer and Director on July 17, 2007.
EMPLOYMENT AGREEMENTS
ERE Management has no employment agreements or other agreements with any
officer.
OTHER COMPENSATION
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors, or employees of our company in the event of retirement at
normal retirement date as there was no existing plan as of December 31, 2007
provided for or contributed to by our company.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of the fiscal year ended
July 31, 2012:
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Joselito -0- -0- -0- -0- -0- -0- -0-
Christopher G.
Imperial (1)
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(1) Appointed President, Secretary, Treasurer and Director on July 17, 2007.
Directors of our company who are also employees do not receive cash compensation
for their services as directors or members of the committees of the Board of
Directors. All directors may be reimbursed for their reasonable expenses
incurred in connection with attending meetings of the Board of Directors or
management committees.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth certain information concerning outstanding stock
awards held by the Named Executive Officers and our directors as of the fiscal
year ended July 31, 2012:
Option Awards Stock Awards
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Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price($) Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Joselito -0- -0- -0- -0- N/A -0- -0- -0- -0-
Christopher
G. Imperial(1)
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(1) Appointed President, Secretary, Treasurer and Director on July 17, 2007.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
ERE Management has no equity compensation plans.
CHANGE IN CONTROL
To the knowledge of management, there are no present arrangements or pledges of
securities of ERE Management which may result in a change in control of ERE
Management.
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER
The following action was taken based upon the unanimous recommendation of the
Board of Directors and the written consent of the consenting stockholders:
AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE NAME
On September 24, 2012 the Board of Directors the consenting stockholders adopted
and approved a resolution to effect an amendment to our Articles of
Incorporation to change the name of ERE Management to "Guar Global Ltd.".
EFFECTIVE DATE
Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the Authorized Shares Amendment shall be
effective twenty (20) days after this Information Statement is mailed to
stockholders of ERE Management. We anticipate the effective date to be on or
about October 26, 2012.
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ADDITIONAL INFORMATION
We are subject to the informational requirements of the Exchange Act, and in
accordance therewith file reports, proxy statements and other information
including annual and quarterly reports on Form 10-K and 10-Q with the SEC.
Copies of these documents can be obtained upon written request addressed to the
SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C., 20549, at
prescribed rates. The SEC also maintains a web site on the Internet
(http://www.sec.gov) where reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC through the
Electronic Data Gathering, Analysis and Retrieval System may be obtained free of
charge.
STATEMENT OF ADDITIONAL INFORMATION
ERE Management's Annual Report on Form 10-K for the year ended July 31, 2011 and
filed with the SEC November 15, 2011; Quarterly Report on Form 10-Q for the
quarter ended October 31, 2011 and filed with the SEC December 13, 2011; and
Amended Quarterly Report on Form 10-Q for the quarter ended October 31, 2011 and
filed with the SEC December 20, 2011; Quarterly Report on Form 10-Q for the
quarter ended January 31, 2012 and filed with the SEC March 16, 2012; Current
Report on Form 8-K filed with the SEC April 19, 2012; and Quarterly Report on
Form 10-Q for the quarter ended April 31, 2012 and filed with the SEC June 13,
2012 have been incorporated herein by this reference.
ERE Management will provide without charge to each person, including any
beneficial owner of such person, to whom a copy of this Information Statement
has been delivered, on written or oral request, a copy of any and all of the
documents referred to above that have been or may be incorporated by reference
herein other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference herein).
All documents filed by ERE Management pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Information Statement
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Information Statement.
COMPANY CONTACT INFORMATION
All inquiries regarding ERE Management should be addressed to Joselito
Christopher G. Imperial, President, at ERE Management's principal executive
offices, at: ERE Management, Inc., 8275 Southern Eastern Avenue, Suite 200, Las
Vegas, Nevada 89123. Mr. Imperial may also be reached by telephone at (702)
990-8402.
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