Guru App Factory Corp 10-Q for FY2026 Q1
Guru App Factory Corp (GAFC)
About this 10-Q
Guru App Factory Corp filed this 10-Q on January 13, 2026, covering the quarter ended October 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended October 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $13K
- up 188.9% from $4500 a year earlier
- Net loss
- $20.84K
- compared with a net loss of $3556 a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
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 October 31, 2025 |
| Common Stock, $0.001 |
GURU APP FACTORY CORP.
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PART I – FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
GURU APP FACTORY CORP.
BALANCE SHEETS
OCTOBER 31, 2025 Unaudited | JULY 31, 2025 Audited | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Accounts receivables | $ | $ | ||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Advances from related party | $ | $ | ||||||
| Accounts payable | ||||||||
| Other payable | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as of October 31, 2025 and July 31, 2025 | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
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 OCTOBER 31, 2025 | THREE MONTHS ENDED OCTOBER 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| OPERATING 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’ (DEFICIT) EQUITY
FOR THE THREE MONTHS PERIODS ENDED OCTOBER 31, 2025 AND OCTOBER 31, 2024
UNAUDITED
| Common Stock | Additional Paid-In- | Accumulated | Total Stockholders’ (Deficit) | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance as of July 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of October 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balances as of July 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of October 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balances as of July 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances as of October 31, 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
| THREE MONTHS ENDED OCTOBER 31, 2025 | THREE MONTHS ENDED OCTOBER 31, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Amortization expense | ||||||||
| Changes in assets and liabilities | ||||||||
| Accounts Receivable | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities and other payables | ||||||||
| Prepaid sales | ||||||||
| Change in contract assets | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITY | ||||||||
| Advances from related party | ||||||||
| Net cash provided by financing activity | ||||||||
| 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 OCTOBER 31, 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 October 31, 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 revenue sufficient to cover its operating
costs and allow it to continue as a going concern. As of October 31, 2025, the Company had
The Company’s ability to continue as a going concern is dependent upon its ability to acquire financial support from its major shareholder 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 October 31, 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.
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.
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. |
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.
All of the Company’s revenue for the three-month period ended October 31, 2025 was generated from one customer.
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Contract Balances
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. |
Contract assets are transferred to accounts receivable when the right to payment becomes unconditional, generally upon billing the customer in accordance with the terms of the contract.
When billings or payments are received from customers before the related revenue is recognized, the Company records a contract liability.
Contract assets and contract liabilities are presented on a contract-by-contract basis in the balance sheet.
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. |
Accounts Receivable
Accounts receivable are composed of trade receivables and contract receivables recorded at either the invoiced amount or costs in excess of billings, are expected to be collected within one year, and do not bear interest.
Allowance for Credit Losses— Accounts Receivables
We record client receivables at their face amounts
less an allowance for credit losses. The allowance represents our estimate of expected credit losses based on historical experience, current
economic conditions and certain forward-looking information. As of October 31, 2025, the Company’s accounts receivables were
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.
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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.
As of October 31, 2025, the outstanding amount
of Company’s sole officer and director loaned to the Company was $
NOTE 5 – INCOME TAXES
The reconciliation of the provision for income taxes at the U.S. statutory rate of 21% for the three-month period ended October 31, 2025 and 2024 is as follows:
| Schedule of reconciliation of the federal income tax rates | ||||||||
| 2025 | 2024 | |||||||
| Tax benefit at U.S. statutory rate | $ | ( |
) | $ | ( |
) | ||
| Change in valuation allowance | ||||||||
| Income tax expense (benefit) | $ | $ | ||||||
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at October 31, 2025 and 2024 are as follows:
| Schedule of deferred tax assets | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss | $ | $ | ||||||
| Valuation allowance | $ | ( |
) | $ | ( |
) | ||
The Company has approximately $
The Company has shares of common stock authorized with a par value of $ per share.
On March 7, 2023, the Company issued
shares of its common stock at $0.001 per share for total proceeds of $
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 October 31, 2025 and July 31, 2025, the Company had shares issued and outstanding.
NOTE 7 – SEGMENT INFORMATION
For the quarters ended October 31, 2025 and 2024, the Company operated in operating and reportable segment. The Company derives all of its revenue from customers located in the United States. The Company does not have any long-lived assets.
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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.
As used in this quarterly 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 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.
RESULTS OF OPERATION
As of October 31, 2025, we had an accumulated deficit of $88,265. 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.
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Three Months Period Ended October 31, 2025
Revenue
During the three-month period ended October 31, 2025, the Company had $13,000 in revenue compared to $4,500 during the three-month period ended October 31, 2024. This growth was primarily driven by the launch of our software development.
| For the three months ended October 31, | ||||||||||||||||||||||||
| 2025 | % | 2024 | % | Amount | % | |||||||||||||||||||
| Software development | $ | 13,000 | 100% | $ | – | –% | $ | 13,000 | 100% | |||||||||||||||
| Consulting services | – | –% | 4,500 | 100% | (4,500 | ) | (100% | ) | ||||||||||||||||
| Total | $ | 13,000 | 100% | $ | 4,500 | 100% | $ | 8,500 | 188.9% | |||||||||||||||
Cost of revenue
During the three-month period ended October 31, 2025, the Company had $7,500 in cost of revenue compared to $2,500 during the three-month period ended October 31, 2024. The increase in cost of revenue primarily stemmed from costs related to the launch of our software development costs.
Operating Expenses
During the three-month period ended October 31, 2025, we incurred total operating expenses of $26,342 compared to $5,556 during the three-month period ended October 31, 2024. Operating expenses incurred generally related to general and administrative and professional fee expenses, such as legal and accounting. The increase in operating expenses was primarily driven by legal and auditor fees during the three-month period ended October 31,2025.
Net Loss
Our net loss for the three-month period ended October 31, 2025 was $20,842 compared to $3,556 during the three-month period ended October 31, 2024. The higher net loss was primarily attributable to a proportionately greater increase in operating expenses compared to the increase in revenue. The increase in operating expenses for the three-month period ended October 31, 2025 was primarily driven by higher legal and audit fees.
LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 2025 our total asset was $13,000 compared to $0 in total assets at July 31, 2025. As of October 31, 2025, our total liabilities were $35,145, compared to $1,303 as of July 31, 2025.
Stockholders’ deficit was $22,145 as of October 31, 2025 compared to the stockholders’ equity $1,303 as of July 31, 2025.
Cash Flows from Operating Activities
For the three-month period ended October 31, 2025, net cash from used in operating activities was $17,000, consisting of net loss of $20,842, increase in accounts receivable of $13,000, increase in accounts payable of $7,500 and increase in other payables of $9,342.
For the three-month period ended October 31, 2024, net cash from operating activities was $2,326, consisting of net loss of $3,556, amortization expenses of $299, decrease in accounts payable of $9,917, increase in prepaid sales of $35,500 and change in contract assets $20,000.
Cash Flows from Financing Activity
Cash flows provided by financing activity during the three-month period ended October 31, 2025 was $17,000, consisting of advances from related party of $17,000
Cash flows provided by financing activity during the three-month period ended October 31, 2024 was $0.
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Going concern
The Company’s financial statements as of October 31, 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 revenue sufficient to cover its operating costs and allow it to continue as a going concern.
As of October 31, 2025, the Company had no cash, and had a working capital deficit of $22,145 and an accumulated deficit of $88,265. For the three-month period ended October 31, 2025, the Company incurred a net loss of $20,842 and negative cash flows from operating activities of $17,000. These factors raise substantial doubt about the ability of the company to continue as a going concern for a period of one year after the date that these financial statements are issued.
The Company’s ability to continue as a going concern is dependent upon its ability to acquire financial support from its major shareholder to meet its minimal operating expenses and seeking third party equity and/or debt financing.
These factors raise substantial doubt about the ability of the company to continue as a going concern for a period of one year after the date that these financial statements are issued. 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.
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 three 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. 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 quarterly report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next three months.
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.
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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 October 31, 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 three-month period ended October 31, 2025.
Item 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the three-month period ended October 31, 2025.
Item 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
Item 5. OTHER INFORMATION
During the
quarter ended October 31, 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: January 13, 2026 | By: | /s/ Bong Dennis |
| Bong Dennis, | ||
| President and Chief Executive Officer and Chief Financial Officer | ||
| 16 |
EXHIBIT 31.1
CERTIFICATION
I, Bong Dennis, President and Chief Executive Officer and Chief Financial Officer of Guru App Factory Corp., certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Guru App Factory Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and | |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: January 13, 2026 | |
| /s/ Bong Dennis | |
| Bong Dennis, | |
| President, Chief Executive Officer and Chief Financial Officer | |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Guru App Factory Corp. (the “Company”) on Form 10-Q for the period ended October 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: January 13, 2026 | |
| /s/ Bong Dennis | |
| Bong Dennis | |
| President, Chief Executive Officer and | |
| Chief Financial Officer |