GAFC 10-Q
Guru App Factory Corp (GAFC)
|
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM |
Mark One
For the quarterly period 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)
Indicate by checkmark whether the issuer: (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Smaller reporting company | |
| Accelerated filer | ☐ | Emerging growth company | |
| ☒ |
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 to Section 7(a)(2)(B) of the Securities Act:
Indicate by checkmark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class | Outstanding as of June 20, 2025 |
| Common Stock, $0.001 |
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GURU APP FACTORY CORP.
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| PART I FINANCIAL INFORMATION | ||
| Item 1 | Financial Statements (Unaudited) | 3 |
| Balance Sheets | 3 | |
| Statements of Operations | 4 | |
| Statements of Changes in Stockholder’s Equity | 5 | |
| Statements of Cash Flows | 6 | |
| Notes to the Unaudited Financial Statements | 7 | |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 13 |
| Item 4 | Controls and Procedures | 13 |
| PART II OTHER INFORMATION | ||
| Item 1 | Legal Proceedings | 14 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| Item 3 | Defaults Upon Senior Securities | 14 |
| Item 4 | Mine Safety Disclosures | 14 |
| Item 5 | Other Information | 14 |
| Item 6 | Exhibits | 14 |
| Signatures | 15 |
| 2 |
PART I FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
GURU APP FACTORY CORP.
BALANCE SHEETS
APRIL 30, 2025 Unaudited | JULY 31, 2024 Audited | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Contract Assets | ||||||||
| Prepaid Expenses | ||||||||
| Accounts Receivables | ||||||||
| Total current Assets | ||||||||
| Non-Current Assets | ||||||||
| Computer software | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Advances from related party | $ | $ | ||||||
| Accounts payable | ||||||||
| Prepaid sales | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
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GURU APP FACTORY CORP.
STATEMENTS OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED APRIL 30, 2025 | THREE MONTHS ENDED APRIL 30, 2024 | NINE MONTHS ENDED APRIL 30, 2025 | NINE MONTHS ENDED APRIL 30, 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Development expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss per common share: | ||||||||||||||||
Basic and Diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted Average Number of Common Shares Outstanding: | ||||||||||||||||
| Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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GURU APP FACTORY CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE AND THREE MONTH PERIODS ENDED APRIL 30, 2024 AND APRIL 30, 2025
UNAUDITED
| Additional | ||||||||||||||||||||
| Common Stock | Paid-In- | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance as of July 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of October 31, 2023 | ( | ) | ||||||||||||||||||
| Shares issued at $0.02 | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of January 31, 2024 | ( | ) | ||||||||||||||||||
| Shares issued at $0.02 | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of April 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balances as of July 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of October 31, 2024 | ( | ) | ||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of January 31, 2025 | ( | ) | ||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of April 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
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GURU APP FACTORY CORP.
STATEMENTS OF CASH FLOWS
UNAUDITED
NINE MONTHS ENDED APRIL 30, 2025 | NINE MONTHS ENDED APRIL 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Amortization expense | ||||||||
| Changes in assets and liabilities | ||||||||
| Accounts payable | ( | ) | ||||||
| Prepaid sales | ( | ) | ||||||
| Accounts Receivables | ( | ) | ||||||
| Prepaid Expenses | ( | ) | ||||||
| Change in contract assets | ||||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | ||||||||
| Computer Software | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advances from related party | ||||||||
| Proceeds from Issuance of Common Stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Change in cash and equivalents | ( | ) | ||||||
| Cash and equivalents at beginning of the period | ||||||||
| Cash and equivalents at end of the period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
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GURU APP FACTORY CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED APRIL 30, 2025
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
April 30, 2025 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 April 30, 2025 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.
In November 2023, the FASB issued ASU 2023-07 to improve segment disclosures by requiring more detailed information about significant segment expenses. The Company is currently evaluating the impact of this standard, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. As of April 30, 2025, the Company operates in a single reportable segment and does not expect this ASU to have a material impact on its financial statements.
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 April 30, 2025.
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.
Deferred Tax Assets (DTA)
The Company is currently assessing the potential impact of the recent change in control on its deferred tax assets (DTA). While the final determination is ongoing, it is important to note that the Company maintains a full valuation allowance against its DTA. As such, any potential limitation or adjustment resulting from the change in control is not expected to have a material impact on the Company’s financial position at this time.
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. |
For the nine months period ended April 30, 2025, substantially all revenues were from one customer. 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.
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 April
30, 2025, the Company’s sole officer and director loaned the Company $
The Company has shares of common stock authorized with a par value of $ per share.
For the year ended July 31, 2024, the Company
issued shares of its common stock at $0.02 per share for total proceeds of $
As of April 30, 2025, the Company had shares issued and outstanding.
NOTE 6 - SUBSEQUENT EVENTS
Subsequent to April 30, 2025, the Company’s
former Chief Executive Officer, Mr. Deniss Volkovs, formally forgave and released the Company from its outstanding related party payable
in the amount of $
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. 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.
DESCRIPTION OF OUR BUSINESS
Guru App Factory Corp., a development-stage company, was incorporated in Nevada on March 7, 2023. We are in the mobile application development business. We develop, publish, and sell mobile applications on the iOS and Google Play platforms. The Company also plans to maintain a portfolio of its own products and track the user download statistics. 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 mobile app-related services, we also provide software development consulting services. We offer these services to small and medium-sized companies involved in various sectors of the IT industry, as well as to companies that provide services to IT entities. The list of services can be extended or shortened based on their profitability and popularity with our customers:
- Consulting services in software development business;
- Consulting services in data encryption;
- Consulting services in blockchain operation and development;
- Software development with a focus on encryption and data protection.
Following the change in control on April 22, 2025, new management has not announced any changes to the Company’s business strategy. As of the date of this filing, the Company intends to continue operating within the mobile application and software development consulting space as previously described. Management will continue to evaluate its strategic direction and will disclose any material changes in future filings.
RESULTS OF OPERATION
As of April 30, 2025, we had an accumulated deficit of $54,947. 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.
Three Month Period Ended April 30, 2025
Revenue
During the three-month period ended April 30, 2025, the Company had $0 in revenue compared to $53,000 during the three-month period ended April 30, 2024.
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Operating Expenses
During the three-month period ended April 30, 2025, we incurred total operating expenses of $23,484 compared to $69,223 during the three-month period ended April 30, 2024. 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 three-month period ended April 30, 2025 was $23,484 compared to $16,623 during the three-month period ended April 30, 2024.
Nine Month Period Ended April 30, 2025
Revenue
During the nine-month period ended April 30, 2025, the Company had $94,500 in revenue compared to $78,000 during the nine-month period ended April 30, 2024.
Operating Expenses
During the nine-month period ended April 30, 2025, we incurred total operating expenses of $125,715 compared to $97,425 during the nine-month period ended April 30, 2024. 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 nine-month period ended April 30, 2025 was $31,215 compared to $19,425 during the nine-month period ended April 30, 2024.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2025 our total assets were $12,824 compared to $68,190 in total assets at July 31, 2024. As of April 30, 2025, our total liabilities were $1,651 compared to $25,803 as of July 31, 2024.
Stockholders’ equity was $11,173 as of April 30, 2025 compared to $42,387 as of July 31, 2024.
Cash Flows from Operating Activities
For the nine-month period ended April 30, 2025, net cash from operating activities was $22,351, consisting of net loss of $31,215, amortization expenses of $897, decrease in accounts payable of $9,652, decrease in prepaid sales of $14,500, increase in prepaid expenses of $7,881 and change in contract assets $40,000.
For the nine-month period ended April 30, 2024, net cash from operating activities was $20,2360, consisting of net loss of $19,425, amortization expenses of $565, increase in accounts payable of $10,000, increase in prepaid sales of $13,500 and increase in account receivables of 25,000.
Cash Flows from Investing Activities
For the nine-month period ended April 30, 2025, net cash used in investing activities was $0. For the nine-month period ended April 30, 2024, net cash used in investing activities was $15,978.
Cash Flows from Financing Activities
Cash flows provided by financing activities during the nine-month period ended April 30, 2025 was $0. Cash flows provided by financing activities during the nine-month period ended April 30, 2024 were $62,598, consisting of $478 loan from related party and $62,120 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 twelve 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) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) 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.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly 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.
GOING CONCERN
The independent auditors’ report accompanying our April 30, 2024 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
Changes in Internal Controls over Financial Reporting
There have been no material changes in the Company’s internal control over financial reporting during the quarter ended April 30, 2025 period covered by this report. The recent change in executive management did not have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No equity securities were sold during the nine-month period ended April 30, 2025.
Item 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the nine-month period ended April 30, 2025.
Item 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
Item 5. OTHER INFORMATION
During the quarter ended
April 30, 2025,
Item 6. EXHIBITS
Exhibits:
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 |
| 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: July 15, 2025 | By: | /s/ Bong Dennis | |
| Bong Dennis, President and Chief Executive Officer and Chief Financial Officer | |||
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