STOCK TITAN

Guru App Factory (GAFC) Q1 loss and going concern warning in 10-Q filing

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Guru App Factory Corp. reported early-stage operating results for the quarter ended October 31, 2025. The company generated $13,000 in revenue, all from a single customer, up from $4,500 a year earlier, mainly from software development services. After $7,500 of cost of revenue and $26,342 of operating expenses, it recorded a net loss of $20,842, compared with a $3,556 loss in the prior-year quarter.

The balance sheet remains weak. As of October 31, 2025, Guru App Factory had no cash, total assets of $13,000 (all accounts receivable), total liabilities of $35,145, and a working capital and stockholders’ deficit of $22,145, with an accumulated deficit of $88,265 and 7,106,000 common shares outstanding. The sole officer and director had advanced the company $18,303 on a non-interest-bearing, demand basis. Management states that these conditions raise substantial doubt about the company’s ability to continue as a going concern without additional financing, and disclosure controls and procedures were concluded to be not effective.

Positive

  • None.

Negative

  • Severe liquidity and solvency pressure: As of October 31, 2025, the company had no cash, total liabilities of $35,145, and a stockholders’ and working capital deficit of $22,145, indicating significant financial strain.
  • Going concern uncertainty: Management states that recurring losses, negative operating cash flow of $17,000, and dependence on shareholder funding raise substantial doubt about the company’s ability to continue as a going concern for one year after the financial statements are issued.
  • Widening losses and cost growth: Quarterly net loss increased to $20,842 from $3,556 a year earlier, driven by operating expenses rising to $26,342, including higher legal and audit fees.
  • Customer and control risks: All quarterly revenue of $13,000 came from a single customer, and disclosure controls and procedures were concluded to be not effective, heightening both concentration and reporting risks.

Insights

Guru App Factory shows rising revenue but severe liquidity strain and a going concern warning.

Guru App Factory Corp. is beginning to generate revenue, posting $13,000 for the quarter ended October 31, 2025, versus $4,500 a year earlier. However, operating costs of $26,342 pushed the quarterly net loss to $20,842, widening significantly from the prior-year loss.

The capital structure is highly stressed. At quarter end the company had no cash, only $13,000 of accounts receivable, and $35,145 of liabilities, resulting in a stockholders’ deficit of $22,145. Funding is currently dependent on a non-interest-bearing, on-demand advance of $18,303 from the sole officer and director, and management discloses substantial doubt about the ability to continue as a going concern for one year after issuance.

Operationally, all quarterly revenue came from one customer, exposing the business to concentration risk. Disclosure controls and procedures were assessed as not effective, which can affect reporting reliability. Subsequent filings will show whether the company secures new financing, broadens its customer base, and narrows losses relative to its accumulated deficit of $88,265.

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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Mark One

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2025

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to _______

 

Commission File No. 333-274641

 

GURU APP FACTORY CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

7371

(Primary Standard Industrial Classification Code Number)

 

98-1726952

(IRS Employer Identification No.)

 

74 Norfolk House Rd

London SW16 1JH, UK

Tel: +447944544871

(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. Yes No

 

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). Yes No

 

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
Non-accelerated Filer    

 

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 No

 

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 7,106,000

 

 

 

   

 

 

GURU APP FACTORY CORP.

 

 

  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 14
Item 4 Controls and Procedures 14
     
  PART II OTHER INFORMATION  
     
Item 1 Legal Proceedings 15
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3 Defaults Upon Senior Securities 15
Item 4 Mine Safety Disclosures 15
Item 5 Other Information 15
Item 6 Exhibits 15
  Signatures 16

 

 

 

 

 

 

 

 

 

 2 

 

 

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  $13,000   $ 
Total current assets   13,000     
TOTAL ASSETS  $13,000   $ 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities          
Advances from related party  $18,303   $1,303 
Accounts payable   7,500     
Other payable   9,342     
Total current liabilities   35,145    1,303 
Total Liabilities   35,145    1,303 
           
Commitments and contingencies          
           
Stockholders’ Deficit          
Common stock, $0.001 par value, 75,000,000 shares authorized; 7,106,000 and 7,106,000 shares issued and outstanding as of October 31, 2025 and July 31, 2025   7,106    7,106 
Additional paid-in-capital   59,014    59,014 
Accumulated deficit   (88,265)   (67,423)
Total Stockholders’ Deficit   (22,145)   (1,303)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $13,000   $ 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 3 

 

 

GURU APP FACTORY CORP.

STATEMENTS OF OPERATIONS

UNAUDITED

 

  

THREE MONTHS

ENDED

OCTOBER 31,

2025

 

THREE MONTHS

ENDED

OCTOBER 31,

2024

Revenue  $13,000   $4,500 
Cost of revenue   (7,500)   (2,500)
Gross profit   5,500    2,000 
           
OPERATING EXPENSES          
General and administrative expenses   26,342    5,556 
Total operating expenses   26,342    5,556 
           
Loss before provision for income taxes   (20,842)   (3,556)
Provision for income taxes        
Net loss  $(20,842)  $(3,556)
           
Loss per common share:           
Basic and Diluted  $(0.00)  $(0.00)
Weighted Average Number of Common Shares Outstanding:          
Basic and Diluted   7,106,000    7,106,000 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 4 

 

 

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   4,000,000   $4,000   $   $(761)  $3,239 
Net loss               (1,815)   (1,815)
Balances as of October 31, 2023   4,000,000   $4,000   $   $(2,576)  $1,424 
                          
                          
Balances as of July 31, 2024   7,106,000   $7,106   $59,014   $(23,733)  $42,387 
Net loss               (3,556)   (3,556)
Balances as of October 31, 2024   7,106,000   $7,106   $59,014   $(27,289)  $38,831 
                          
                          
Balances as of July 31, 2025   7,106,000   $7,106   $59,014   $(67,423)  $(1,303)
Net loss               (20,842)   (20,842)
Balances as of October 31, 2025   7,106,000   $7,106   $59,014   $(88,265)  $(22,145)

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 5 

 

 

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  $(20,842)  $(3,556)
Adjustments to reconcile net income to net cash (used in) provided by operating activities:          
Amortization expense       299 
Changes in assets and liabilities          
Accounts Receivable   (13,000)    
Accounts payable   7,500    (9,917)
Accrued liabilities and other payables   9,342     
Prepaid sales       35,500 
Change in contract assets       (20,000)
Net cash (used in) provided by operating activities   (17,000)   2,326 
           
CASH FLOWS FROM FINANCING ACTIVITY          
Advances from related party   17,000     
Net cash provided by financing activity   17,000     
           
Change in cash and equivalents       2,326 
Cash and equivalents at beginning of the period       23,043 
Cash and equivalents at end of the period  $   $25,369 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Cash paid for:          
Interest  $   $ 
Taxes  $   $ 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 6 

 

 

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 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. 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.

  

 

 

 7 

 

 

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.

  

 

 

 8 

 

 

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 not impaired. The accounts receivables balance of $13,000 as of October 31, 2025 was subsequently collected in January 2026.

 

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.

 

 

 

 9 

 

 

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 $18,303. The loan is non-interest bearing, due upon demand and unsecured.

 

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   $ (4,377 )   $ (747 )
Change in valuation allowance     4,377       747  
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   $ 4,377     $ 747  
Valuation allowance   $ (4,377 )   $ (747 )

 

The Company has approximately $87,500 of net operating losses (“NOL”) carried forward to offset taxable income, if any. These NOLs expire in varying amounts between the three-month period ended October 31, 2025 and 2024. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management concluded that it is more likely than not that the deferred tax assets will not be realized, based on the Company’s cumulative losses since inception, the absence of a demonstrated history of taxable income, and the insufficient positive evidence to support the realization of deferred tax assets within the carryforward period. Accordingly, the Company has recorded a full valuation allowance against its deferred tax assets for all reporting periods presented.

  

NOTE 6 – CAPITAL STOCK

 

The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

 

On March 7, 2023, the Company issued 4,000,000 shares of its common stock at $0.001 per share for total proceeds of $4,000.

 

For the year ended July 31, 2024, the Company issued 3,106,000 shares of its common stock at $0.02 per share for total proceeds of $62,120.

 

As of October 31, 2025 and July 31, 2025, the Company had 7,106,000 shares issued and outstanding.

 

NOTE 7 – SEGMENT INFORMATION

 

For the quarters ended October 31, 2025 and 2024, the Company operated in one 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.

 

 

 

 10 

 

 

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.

 

 

 

 11 

 

 

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.

 

 

 

 13 

 

 

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.

  

 

 

 

 

 14 

 

 

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, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

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 

FAQ

What were GURU APP FACTORY CORP. (GAFC) revenues and profit for the quarter ended October 31, 2025?

For the quarter ended October 31, 2025, Guru App Factory Corp. reported $13,000 in revenue and a net loss of $20,842, compared with $4,500 in revenue and a $3,556 net loss in the same quarter of 2024.

What is the financial position of GURU APP FACTORY CORP. (GAFC) as of October 31, 2025?

As of October 31, 2025, the company had total assets of $13,000 (all accounts receivable), total liabilities of $35,145, and a stockholders’ and working capital deficit of $22,145, with an accumulated deficit of $88,265.

Does GURU APP FACTORY CORP. (GAFC) face a going concern risk?

Yes. Management states that recurring losses, a working capital deficit of $22,145, no cash on hand, and negative operating cash flow of $17,000 raise substantial doubt about the company’s ability to continue as a going concern for one year after the financial statements are issued.

How is GURU APP FACTORY CORP. (GAFC) currently funding its operations?

The company relies on advances from its sole officer and director, who had loaned $18,303 to the company as of October 31, 2025. The loan is non-interest bearing, unsecured, and due on demand, and the company also plans to seek additional equity or debt financing.

How many shares of common stock does GURU APP FACTORY CORP. (GAFC) have outstanding?

As of October 31, 2025, Guru App Factory Corp. had 7,106,000 shares of common stock issued and outstanding, with 75,000,000 shares authorized at a par value of $0.001 per share.

Were GURU APP FACTORY CORP. (GAFC) disclosure controls effective in the latest quarter?

No. The principal executive and financial officer concluded that disclosure controls and procedures were not effective as of the end of the quarter ended October 31, 2025, although there were no material changes in internal control over financial reporting.

Did GURU APP FACTORY CORP. (GAFC) issue any new equity during the quarter ended October 31, 2025?

No. The company reports that no equity securities were sold during the three-month period ended October 31, 2025, and shares outstanding remained at 7,106,000.

Guru App Factory

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