Law Offices of Thomas E. Puzzo, PLLC
3823 44th Ave. NE
Seattle, Washington 98105
Tel: (206) 522-2256 / Fax: (206) 260-0111 / E-mail: tpuzzo@msn.com
Writer's e-mail: tpuzzo@msn.com
Writer's cell: (206) 412-6868
March 29, 2013
VIA EDGAR
Patrick Gilmore
Accounting Branch Chief
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Guar Global Ltd.
Form 10-K for the Fiscal Year Ended July 31, 2012 Filed
October 29, 2012 Form 10-Q for the Quarterly Period Ended
October 31, 2012 Filed December 11, 2012 File No. 000-52929
Dear Mr. Gilmore:
Pursuant to the staff's comment letter dated March 5, 2013, we respectfully
submit this letter on behalf of our client, the Company.
Amendment No. 1 to the Company's Form 10-K for the fiscal year ended July
31, 2012 was filed in or about March 29, 2013.
The staff's comments are reproduced in bold italics in this letter, and the
Company's responses to the staff's comments follow each staff comment.
References to page numbers are made to the redlined Amendment No. 1 to the Form
10-K.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2012
ITEM 9.A CONTROLS AND PROCEDURES, PAGE 25
1. WE NOTE THAT YOU PROVIDE MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING; HOWEVER, YOU DO NOT PROVIDE DISCLOSURE REGARDING
MANAGEMENT'S EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. PLEASE
AMEND YOUR FORM 10-K TO DISCLOSE THE CONCLUSIONS OF THE COMPANY'S
PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER REGARDING THE
EFFECTIVENESS OF THE COMPANY'S DISCLOSURE CONTROLS AND PROCEDURES AS
OF THE END OF THE PERIOD COVERED BY THE REPORT. PLEASE REFER TO ITEM
307 OF REGULATION S-K
Company response: The Company has revised its disclosure on page 25 with respect
to the conclusions of the company's principal executive and principal financial
officer regarding the effectiveness of the company's disclosure controls and
procedures as of the end of the period covered by the report.
2. IN MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING,
YOU DISCLOSE THAT THE PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
CONCLUDED THAT, DURING THE PERIOD COVERED BY THIS REPORT, INTERNAL
CONTROLS AND PROCEDURES WERE NOT EFFECTIVE. PLEASE REVISE TO DISCLOSE
MANAGEMENT'S CONCLUSION ON THE EFFECTIVENESS OF INTERNAL CONTROL OVER
FINANCIAL REPORTING AS OF THE END OF THE PERIOD COVERED BY THIS
REPORT. PLEASE REFER TO ITEM 308 OF REGULATION S-K .
Company response: The Company has deleted the word "during" on page 25 and
replaced such word with "as of the end of."
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2012
ITEM 4. CONTROLS AND PROCEDURES, PAGE 16.
3. WE NOTE YOUR DISCLOSURE THAT YOUR PRINCIPAL EXECUTIVE AND FINANCIAL
OFFICER CONCLUDED THAT YOUR DISCLOSURE CONTROLS AND PROCEDURES WERE
EFFECTIVE AS OF THE END OF THE PERIOD COVERED BY THIS QUARTERLY
REPORT. WE FURTHER NOTE YOUR DISCLOSURE THAT THERE HAVE BEEN NO
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING THAT OCCURRED
DURING THE QUARTER ENDED OCTOBER 31, 2012, THAT HAVE MATERIALLY OR ARE
REASONABLY LIVELY TO MATERIALLY AFFECT, YOUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING. IN LIGHT OF DISCLOSURE IN YOUR FORM 10-K THAT
INTERNAL CONTROL OVER FINANCIAL REPORTING WERE NOT EFFECTIVE, PLEASE
EXPLAIN TO US YOUR BASIS FOR CONCLUDING THAT DISCLOSURE CONTROLS AND
PROCEDURES WERE EFFECTIVE AS OF OCTOBER 31, 2012 AND THAT THERE WERE
NO MATERIAL CHANGES IN INTERNALS CONTROLS OVER FINANCIAL REPORTING.
PLEASE REFER TO ITEM 307 AND 308 OF REGULATION S-K.
Company response: The Company uses the COSO framework for the purpose of
disclosure related to its internal controls and procedures. The company
currently believes that its disclosure controls and procedures are effective,
even though the Company does not meet COSO standards for internal controls and
procedures, because the Company does not have any issue with respect to
disclosure of material information required to be included in its Securities and
Exchange Commission reports being recorded, processed, summarized and reported
within the time periods specified in Commission's rules and forms relating to
itself. Accordingly, the Company has disclosed management's conclusion regarding
disclosure controls and procedures, as required by Item 307, which does not
require that the company make reference to its internal controls and procedures
when coming to such conclusion.
Additionally, attached as "Exhibit "A" please find the letter for
acknowledgment requested by the Staff of the issuer.
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Please contact the undersigned with any questions, comments or other
communications to the Company.
Very truly yours,
/s/ Thomas E. Puzzo
--------------------------------
Thomas E. Puzzo
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EXHIBIT A
Guar Global Inc.
8275 Southern Eastern Avenue, Suite 200
Las Vegas, Nevada, 89123
March 2, 2012
VIA EDGAR
Patrick Gilmore
Accounting Branch Chief
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Guar Global Ltd. (the "Company")
Form 10-K for the Fiscal Year Ended July 31, 2012
Filed October 29, 2012
Form 10-Q for the Quarterly Period Ended October 31, 2012
Filed December 11, 2012 File No. 000-52929
Dear Mr. Gilmore:
Additionally, the Company hereby acknowledges that:
* the Company is responsible for the adequacy and accuracy of the
disclosure in the referenced filings and any amendments thereto;
* staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Sincerely yours,
GUAR GLOBAL INC.
/s/ Joselito Christopher G. Imperial
------------------------------------------------
Joselito Christopher G. Imperial
President
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