Guru App Factory (GAFC) revenue falls sharply as losses widen and going concern risk flagged
GURU APP FACTORY CORP. reported a small, early-stage operation with mounting losses and liquidity pressure for the quarter and six months ended January 31, 2026. Revenue for the six-month period fell to $26,000 from $94,500 a year earlier, entirely from one customer. The company posted a six-month net loss of $31,178, widening from $7,730, and had only $1,000 in cash, $9,000 in total assets and $41,481 in liabilities.
Working capital deficit reached $32,481 and accumulated deficit $98,601, leading management to state that these conditions raise substantial doubt about its ability to continue as a going concern. Operations are being funded largely by a non‑interest‑bearing, on‑demand loan of $31,481 from the sole officer and director. Management also concluded that disclosure controls and procedures were not effective as of January 31, 2026.
Positive
- None.
Negative
- None.
Insights
Sharp revenue drop, rising losses and going concern doubt highlight elevated risk.
GURU APP FACTORY CORP. showed a steep contraction in activity, with six‑month revenue at $26,000 versus $94,500 a year earlier, all from a single customer in Hong Kong. Net loss widened to $31,178, while operating cash burn reached $29,178.
The balance sheet is very thin: total assets were only $9,000 against liabilities of $41,481, including a $31,481 related‑party loan that is unsecured, non‑interest‑bearing and due on demand. Working capital deficit of $32,481 and accumulated deficit of $98,601 prompted explicit going concern language.
Future performance hinges on securing continued support from the major shareholder and raising additional capital through equity or debt, as discussed in the plan of operation. Management’s conclusion that disclosure controls and procedures were not effective as of January 31, 2026 adds execution and reporting‑quality risk until remedied in subsequent periods.
Table of Contents
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 January 31, 2026 |
| Common Stock, $0.001 |
GURU APP FACTORY CORP.
TABLE OF CONTENTS
| 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
JANUARY 31, 2026 Unaudited | JULY 31, 2025 Audited | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | – | |||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Advances from related party | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued liabilities and other payables | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock, $ | ||||||||
| 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.
| 3 |
GURU APP FACTORY CORP.
STATEMENTS OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED JANUARY 31, 2026 |
THREE MONTHS ENDED JANUARY 31, 2025 |
SIX MONTHS ENDED JANUARY 31, 2026 |
SIX MONTHS ENDED JANUARY 31, 2025 | |||||||||||||
| 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.
| 4 |
GURU APP FACTORY CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS PERIODS ENDED JANUARY 31, 2026 AND JANUARY 31, 2025
UNAUDITED
| Common Stock | Additional Paid-In- |
Accumulated | Total Stockholders’ (Deficit) | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balances as of July 31, 2024 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Net loss | – | – | – | ( |
) | ( |
) | |||||||||||||
| Balances as of January 31, 2025 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Balances as of July 31, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net loss | – | – | – | ( |
) | ( |
) | |||||||||||||
| Balances as of January 31, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
GURU APP FACTORY CORP.
STATEMENTS OF CASH FLOWS
UNAUDITED
| SIX MONTHS ENDED JANUARY 31, 2026 |
SIX MONTHS ENDED JANUARY 31, 2025 | |||||||
| 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 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.
| 6 |
GURU APP FACTORY CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2026
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 accompanying financial statements have been prepared using going
concern basis of accounting, which contemplates the realization of assets and liquidation of liabilities in the ordinary 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 January 31, 2026, the Company had a working capital deficit of $
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. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying condensed consolidated 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 accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto included in our 2024 Annual Report on Form 10-K. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated balance sheet at July 31, 2025 was derived from audited financial statements, but does not include all disclosures required by GAAP. The operating results for the quarter and six months ended January 31, 2026 are not necessarily indicative of the results expected for the full year ending December 31, 2025.
New Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies. Unless otherwise discussed, the Company believes that recently issued accounting standards that are not yet effective will not have a material impact on its financial position, results of operations or cash flows upon adoption.
Cash and Cash Equivalents
Cash and cash equivalents are defined as cash and highly liquid investments with maturities of three months or less when purchased.
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. Management believes that there are no critical accounting estimates in these condensed consolidated financial statements.
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.
| 7 |
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 January 31, 2026.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other payables and advances from related party approximate their fair values because of the short maturity of these instruments.
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 six-month period ended January 31, 2026 was generated from one customer.
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. |
| 8 |
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 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 January 31, 2026, the Company’s accounts receivables were
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.
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 January 31, 2026, the outstanding amount
of Company’s sole officer and director loaned to the Company was $
| 9 |
NOTE 5 – INCOME TAXES
The reconciliation of the provision for income taxes at the U.S. statutory rate of 21% for the six-month period ended January 31, 2026 and 2025 is as follows:
| Schedule of reconciliation of the federal income tax rates | ||||||||
| 2026 | 2025 | |||||||
| 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 January 31, 2026 and 2025 are as follows:
| Schedule of deferred tax assets | ||||||||
| 2026 | 2025 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss | $ | $ | ||||||
| Valuation allowance | $ | ( |
) | $ | ( |
) | ||
The Company has approximately $
NOTE 6 – CAPITAL STOCK
The Company has
On March 7, 2023, the Company issued
For the year ended July 31, 2024, the Company
issued
As of January 31, 2026 and July 31, 2025, the
Company had
NOTE 7 – SEGMENT INFORMATION
For the six-month period ended January 31, 2026 and 2025, the Company operated in one operating and reportable segment. The Company derives all of its revenue from a customer located in Hong Kong. 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 January 31, 2026, we had an accumulated deficit of $98,601. 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 plan to raise additional capital through, among other things, the sale of equity.
| 11 |
Six Months Period Ended January 31, 2026
Revenue
During the six-month period ended January 31, 2026, the Company generated revenue of $26,000 compared to $94,500 during the six-month period ended January 31, 2025. The decrease was primarily due to there has a large software development order during the six-month period ended January 31,2025 that did not recur during the six-month period ended January 31, 2025.
| For the six months ended January 31, | ||||||||||||||||||||||||
| 2026 | % | 2025 | % | Amount | % | |||||||||||||||||||
| Software development | $ | 26,000 | 100% | $ | 90,000 | 95% | $ | (64,000 | ) | 100% | ||||||||||||||
| Consulting services | – | –% | 4,500 | 5% | (4,500 | ) | (100% | ) | ||||||||||||||||
| Total | $ | 26,000 | 100% | $ | 94,500 | 100% | $ | 8,500 | 188.9% | |||||||||||||||
Cost of revenue
During the six-month period ended January 31, 2026, the Company had $15,000 in cost of revenue compared to $70,000 during the six-month period ended January 31, 2025. The decrease in cost of revenue as a result of lower software development revenue during the period..
Operating Expenses
During the six-month period ended January 31, 2026, we incurred total operating expenses of $ 42,178 compared to $32,230 during the six-month period ended January 31, 2025. 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 consultation fee, legal fee during the six-month period ended January 31,2026.
Net Loss
Our net loss for the six-month period ended January 31, 2026 was $31,178 compared to $7,730 during the six-month period ended January 31, 2025. The higher net loss was primarily attributable to a decrease in revenue coupled with an increase in operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of January 31, 2026 our total asset was $9,000 compared to $0 in total assets at July 31, 2025. As of January 31, 2026, our total liabilities were $41,481, compared to $1,303 as of July 31, 2025.
Stockholders’ deficit was $32,481 as of January 31, 2026 compared to the stockholders’ equity $1,303 as of July 31, 2025.
Cash Flows from Operating Activities
For the six-month period ended January 31, 2026, net cash used in operating activities was $29,178, consisting of net loss of $31,178, increase in accounts receivable of $8,000, increase in accounts payable of $4,500 and increase in accrued liabilities other payables of $5,500.
For the six-month period ended January 31, 2025, net cash used in operating activities was $18,414, consisting of net loss of $7,730, amortization expenses of $598, decrease in accounts payable of $10,000, increase in accounts receivables of $20,000, decrease in prepaid sales of $9,500, increase in accrued liabilities and other payables of $11,782 and change in contract assets $40,000.
Cash Flows from Financing Activity
Cash flows provided by financing activity during the six-month period ended January 31, 2026 was $30,178 consisting of advances from related party of $30,178.
Cash flows provided by financing activity during the six-month period ended January 31, 2025 was $0.
| 12 |
Going concern
The accompanying financial statements have been prepared using going concern basis of accounting, which contemplates the realization of assets and liquidation of liabilities in the ordinary 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 January 31, 2026, the Company had a working capital deficit of $32,481 and an accumulated deficit of $98,601. For the six-month period ended January 31, 2026, the Company incurred a net loss of $31,178 and negative cash flows from operating activities of $29,178. 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 obtain external funding through private placements.
However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying condensed consolidated 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 January 31, 2026 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 six-month period ended January 31, 2026.
Item 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the six-month period ended January 31, 2026.
Item 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
Item 5. OTHER INFORMATION
During the
quarter ended January 31, 2026,
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). |
| 15 |
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: March 17, 2026 | By: | /s/ Bong Dennis |
| Bong Dennis, | ||
| President and Chief Executive Officer and Chief Financial Officer | ||
| 16 |
FAQ
How did GURU APP FACTORY CORP. (GAFC) perform financially for the six months ended January 31, 2026?
What is the liquidity position of GURU APP FACTORY CORP. (GAFC) as of January 31, 2026?
Why did GURU APP FACTORY CORP. (GAFC) include a going concern warning?
How is GURU APP FACTORY CORP. (GAFC) currently financing its operations?
Did GURU APP FACTORY CORP. (GAFC) identify any issues with its internal controls?
How concentrated is GURU APP FACTORY CORP.’s (GAFC) revenue base?
