GAFC 10-K
Guru App Factory Corp (GAFC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549he
FORM
For the fiscal year ended
For the transition period from ___________ to ___________
Commission File No.
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation)
7371
(Primary Standard Industrial Classification Code Number)
(IRS Employer Identification No.)
Tel: +
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Smaller reporting company | ☒ |
Accelerated filer | ☐ | Emerging growth company | |
☒ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 5, 2024, the registrant had
TABLE OF CONTENTS
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
As used in this annual report, the terms "we", "us", "our", "the Company", mean GURU APP FACTORY CORP. unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
DESCRIPTION OF BUSINESS
Guru App Factory Corp., a development-stage company, was incorporated in Nevada on March 7, 2023. We are in the business of developing mobile applications and providing software development services. We develop, publish, and sell mobile applications on the iOS and Google Play platforms. Guru App Factory Corp. generates revenues from the Apps development for third parties as well as the sale of branded advertisements and via consumer transactions, including in-app purchases in its own applications.
Alongside our mobile app-related services, we also provide software development consulting services. We offer these services to small and medium-sized companies across various sectors of the IT industry, as well as to companies that provide services to IT entities. The list of services can be expanded or reduced based on their profitability and popularity with our customers:
| · | Comprehensive software development services |
| · | Consulting services in the software development business |
| · | Consulting services in data encryption |
| · | Consulting services in blockchain operations and development |
| · | Software development with a focus on encryption and data protection |
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 1C. CYBERSECURITY
Cybersecurity risk management is part of the Company’s overall risk management. Our cybersecurity risk management is designed to provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service providers. We rely on the cybersecurity protections of many of our third party service providers. Our primary third party service providers, utilize two (2) factor authorization as well as login and password protections with email verifications.
Our Board has overall oversight responsibility for our risk management, including our cybersecurity risk management. Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored. We have not experienced any cybersecurity incidents in fiscal year 2024.
Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.
ITEM 2. PROPERTIES
We do not own any property.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS
MARKET INFORMATION
As of November 2, 2024, the 7,106,000 issued and outstanding shares of common stock were held by a total of 55 shareholders of record.
DIVIDENDS
We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
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Critical Accounting Policies
The preparation of financial statements in accordance with generally accepted accounting principles (GAAP) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. The following accounting policies are deemed critical as they involve significant judgment and could materially affect the financial statements:
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, 'Revenue from Contracts with Customers,' and applies ASC 340, 'Other Assets and Deferred Costs,' for the recognition and measurement of contract costs.
In the Notes to the Audited Financial Statements, specifically on page F-7, the Company provides detailed disclosures regarding its revenue recognition policy.
RESULTS OF OPERATION
As of July 31, 2024, we had an accumulated deficit of $23,733. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Year Ended July 31, 2024 compared to the period from Inception (March 7, 2023) to July 31, 2023
Revenue
During the year ended July 31, 2024, the Company had $82,500 in revenue compared to $0 during the period from inception (March 7, 2023) to July 31, 2023. This growth was primarily driven by the launch of our products and services.
Operating Expenses
During the year ended July 31, 2024, we incurred total operating expenses of $105,472 compared to $761 during the period from inception (March 7, 2023) to July 31, 2023. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.
Net Loss
Our net loss for the year ended July 31, 2024 was $22,972 compared to $761 during the period from inception (March 7, 2023) to July 31, 2023.
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LIQUIDITY AND CAPITAL RESOURCES
As at July 31, 2024 our total assets were $68,190 compared to $4,064 in total assets at July 31, 2023. As at July 31, 2024, our total liabilities were $25,803 compared to $825 as of July 31, 2023.
Stockholders’ equity was $42,387 as of July 31, 2024 compared to $3,239 as of July 31, 2023.
Cash Flows from Operating Activities
For the year ended July 31, 2024, net cash from operating activities was $2,359, consisting of net loss of $22,972, amortization expenses of $831, increase in accounts payable of $10,000 and increase in prepaid sales of $14,500.
For the period from inception (March 7, 2023) to July 31, 2023, net cash used in operating activities was $761, consisting entirely of net loss.
Cash Flows from Investing Activities
For the year ended July 31, 2024, net cash used in investing activities was $45,978.
For the period from inception (March 7, 2023) to July 31, 2023, net cash used in investing activities was $0.
Cash Flows from Financing Activities
Cash flows provided by financing activities during the year ended July 31, 2024 were $62,598, consisting of $478 loan from related party and $62,120 proceeds from issuance of common stock.
Cash flows provided by financing activities during the period from inception (March 7, 2023) to July 31, 2023 were $4,825, consisting of $825 loan from related party and $4,000 proceeds from issuance of common stock.
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PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
F-1 | |
F-2 | |
F-3 | |
F-4 | |
F-5 | |
Notes to the audited financial statements for the period ended July 31, 2024 | F-6 – F-10 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Guru App Factory Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Guru App Factory Corp. (“the Company”) as of July 31, 2024 and 2023, and the related statements of operations, changes in stockholder’s equity, and cash flows, for the year ended July 31, 2024 and for the period from March 7, 2023 (inception) through July 31,2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended July 31, 2024 and for the period from March 7, 2023 (inception) to July 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit and net losses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
We have served as the Company’s auditor since 2023
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GURU APP FACTORY CORP.
BALANCE SHEETS
Audited
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Total current Assets |
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Non-Current Assets |
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TOTAL ASSETS |
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Total Liabilities |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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The accompanying notes are an integral part of these financial statements.
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GURU APP FACTORY CORP.
STATEMENTS OF OPERATIONS
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OPERATING EXPENSES |
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Total operating expenses |
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Loss before provision for income taxes |
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Loss per common share: Basic and Diluted |
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The accompanying notes are an integral part of these financial statements.
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GURU APP FACTORY CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE YEARS ENDED July 31, 2023 And July 31, 2024
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The accompanying notes are an integral part of these financial statements.
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GURU APP FACTORY CORP.
STATEMENTS OF CASH FLOWS
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The accompanying notes are an integral part of these financial statements.
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GURU APP FACTORY CORP.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JULY 31, 2024
NOTE 1 – ORGANIZATION AND BUSINESS
GURU APP FACTORY CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on March 7, 2023. The Company develops mobile applications and provides software development services.
The Company has adopted a July 31 fiscal year end.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of July 31, 2024 have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses from inception (March 7, 2023) to July 31, 2024 of $
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with GAAP.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
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Use of Estimates and Assumptions
The preparation of financial statements in conformity with 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 reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Fair Value of Financial Instruments
Accounting Standards Codification (“ASC”) 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2024.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include accounts payable and advances from related party. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.
Income Taxes
Income taxes are provided in accordance with ASC 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, 'Revenue from Contracts with Customers,' and applies ASC 340, 'Other Assets and Deferred Costs,' for the recognition and measurement of contract costs.
Contract Assets (ASC 606)
Under ASC 606, "Revenue from Contracts with Customers," the company recognizes contract assets when it has transferred goods or services to a customer but has not yet established a right to payment. This typically occurs in the following scenarios:
| · | Performance Obligations: Contract assets arise when the company fulfills its performance obligations under a contract before invoicing the customer. |
| · | Measurement: Contract assets are measured at the amount of consideration the company expects to receive in exchange for those goods or services. |
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Contract Costs (ASC 340)
Under ASC 340, "Other Assets and Deferred Costs," the company recognizes costs that are incurred to obtain or fulfill a contract, which are capitalized as contract costs. These costs are amortized over the expected life of the contract and are evaluated for impairment.
| · | Recognition of Costs: Costs that relate directly to a contract and are expected to be recovered are recognized as contract costs. |
| · | Amortization: The amortization of contract costs is based on the pattern of transfer of the goods or services to the customer. |
In the year ended July 31, 2024, all revenues were from three major customers. The Company recognizes revenue for three distinct service categories:
| · | Consulting Services: Revenue is recognized at the point in time when consulting services are performed and accepted by the customer, satisfying the performance obligation. |
| · | Application Development Agreement: Revenue is recognized upon the delivery and acceptance of the application by the customer, as the performance obligations (customization and integration) are completed at that time. |
| · | Mobile App Development: Revenue is recognized when the mobile app is delivered, accepted, and operational, fulfilling the development and testing obligations. |
Each of these services meets the criteria for recognition at a point in time when the performance obligations are completed, delivered, and accepted by the customer.
Earnings per Share
The company adheres to the provision of ASC 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.
Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
Depreciation Policy
The assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.
Subsequent expenditure related to an item of the assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.
Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.
The Company depreciates its property using straight-line depreciation over the estimated useful life of
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In accordance with ASC 985, "Software — Costs of Software to Be Sold, Leased, or Marketed," the Company capitalizes certain costs incurred in the software development phase after technological feasibility is established and before the product is available for general release to customers. The amortization commences when the product is available for general release and is recorded over the product's estimated useful life using the straight-line method. The estimated useful life reflects the period over which the software product is expected to provide economic benefits to the Company. The Company evaluates the remaining useful lives of these intangible assets on an annual basis to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. If such events or changes in circumstances occur, the amortization period is adjusted accordingly.
The Company reviews its long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is determined through various valuation techniques, including discounted cash flows and market value assessments, where applicable.
The Company performs its annual impairment review as of July 31 each year, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the long-lived assets below their carrying values. Examples of such events or changes in circumstances include a significant decrease in the market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse changes in legal factors or in the business climate that could affect the value of the asset, including adverse action or assessment by a regulator.
NOTE 4 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
Since March 7, 2023 (Inception) through July 31, 2024, the Company’s sole officer and director loaned the Company $
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NOTE 5 - INCOME TAXES
The reconciliation of the provision for income taxes at the U.S. statutory rate of 21% for the period ended July 31, 2024 and 2023 is as follows:
|
| 2024 |
|
| 2023 |
| ||
Tax benefit at U.S. statutory rate |
| $ | ( | ) |
| $ | ( | ) |
Change in valuation allowance |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at July 31, 2024 and 2023 are as follows:
|
| 2024 |
|
| 2023 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Net operating loss |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
The Company has approximately $
NOTE 6 – CAPITAL STOCK
The Company has
On March 7, 2023, the Company issued
For the year ended July 31, 2024, the Company issued
As of July 31, 2024, the Company had
NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from July 31, 2024 to November 5, 2024 the date the financial statements were issued and has determined that there are no items to disclose.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2024, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission of 2013 (COSO). Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the year July 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY
Name and Address of Executive Officer and/or Director |
| Age |
| Position |
Deniss Volkovs 74 Norfolk House Rd., London SW16 1JH, UK |
| 37 |
| President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
Deniss Volkovs has acted as our President, Treasurer, Secretary and sole Director since we incorporated on March 7, 2023. Mr. Volkovs owns 56.29% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Volkovs was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. For the last 10 years, Mr. Volkovs has been working as a freelance software developer on an outsource basis for entities and individuals from around the world.
AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
SIGNIFICANT EMPLOYEES
Other than our director, we do not expect any other individuals to make a significant contribution to our business.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended July 31, 2024 and July 31, 2023:
Summary Compensation Table
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | All Other Compensation ($) | Total ($) |
Deniss Volkovs, President, Secretary and Treasurer | March 7, 2023 to July 31, 2023 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
August 1, 2023 to July 31, 2024 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
There are no current employment agreements between the company and its officer.
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
CHANGE OF CONTROL
As of July 31, 2024, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of the date of Form 10-K, the total number of shares owned beneficially by our director, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, which we can't guarantee. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.
Title of Class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage |
| |
Common Stock |
| Deniss Volkovs |
| 4,000,000 shares of common stock (direct) |
|
| 56.29 | % |
The percentages below are based on 7,106,000 shares of our common stock issued and outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 7, 2023, we issued a total of 4,000,000 shares of restricted common stock to Deniss Volkovs, our sole officer and director in consideration of $4,000. Further, Mr. Volkovs has advanced funds to us.
Since March 7, 2023 (Inception) through July 31, 2024, Mr. Volkovs loaned the Company $1,303. As of July 31, 2024, the amount outstanding was $1,303. The loan is non-interest bearing, due upon demand and unsecured.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During fiscal year ended July 31, 2024, we incurred approximately $16,500 in fees for professional services rendered in connection with the audit of our financial statements for the fiscal year ended July 31, 2023 and for the reviews of our financial statements for the quarters ended October 31, 2023, January 31, 2024 and April 30, 2024.
|
| July 31, 2024 |
| |
Audit Fees |
| $ | 16,500 |
|
Audit Related Fees |
|
| 0 |
|
Tax Fees |
|
| 0 |
|
All Other Fees |
|
| 0 |
|
Total |
| $ | 16,500 |
|
Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.
All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.
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PART IV
ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
| ||
| ||
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GURU APP FACTORY CORP. |
| |
|
|
|
|
Dated: November 5, 2024 | By: | /s/ Deniss Volkovs |
|
|
| Deniss Volkovs, President and Chief Executive Officer and Chief Financial Officer |
|
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