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.
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:
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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.
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
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.
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
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.
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.
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
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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.
BALANCE SHEETS