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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
October 17, 2025
GURU APP FACTORY CORP.
(Exact name of Registrant as specified in its charter)
| Nevada |
|
333-274641 |
|
98-1726952 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
GURU APP FACTORY CORP.
74 Norfolk House Rd.
London SW16 1JH, UK
(Address of principal executive offices)
+4479 44544871
(Registrant's Telephone Number, Including Area
Code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act: None
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act.
Item 4.01. Changes in Registrant’s Certifying Accountant.
On October 17, 2025, the Board of Directors
of Guru App Factory Corp. (the “Company”) (i) approved the dismissal of Fruci & Associates II, PLLC (“Fruci”)
as the Company’s independent registered public accounting firm and (ii) appointed Enrome LLP (“Enrome”) as the
Company’s independent registered public accounting firm for the fiscal year ending July 31, 2025, including performing reviews of
the interim periods beginning with the period ending July 31, 2025.
The audit reports of Fruci on the Company’s
consolidated financial statements as of and for the fiscal year ended July 31, 2024 did not contain an adverse opinion or a disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for raising substantial
doubt about the Company’s ability to continue as a going concern.
During the fiscal year ended July 31,
2024, and the subsequent interim period through October 17, 2025, there were no: (i) “disagreements,” as that term is defined
in Item 304(a)(1)(iv) of Regulation S-K under the Securities Act of 1933 (“Regulation S-K”)
with Fruci on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Fruci, would have caused Fruci to make reference to the subject matter of such disagreements in
connection with its audit reports on the Company’s consolidated financial statements as of and for the fiscal year ended July 31,
2024, or (ii) reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Fruci with
a copy of the disclosures in this Current Report on Form 8-K, and requested that Fruci provide the Company with a letter addressed to
the U.S. Securities and Exchange Commission (the “SEC”) stating whether Fruci agrees to the statements made by the
Company herein. A copy of the letter from Fruci addressed to the SEC and dated as of October 17, 2025 is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
During the fiscal year ended July 31,
2024, and the subsequent interim period through October 17, 2025, neither the Company nor anyone on the Company’s behalf consulted
with Enrome with respect to either (i)(a) the application of accounting principles to a specified transaction, either completed or proposed,
or (b) the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written
report nor oral advice was provided by Enrome to the Company that Enrome concluded was an important factor that the Company consider in
reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a “disagreement”
or a “reportable event” (as these terms are defined in Item 304(a)(1) of Regulation S-K and the related instructions).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter from Fruci & Associates II, PLLC to the U.S. Securities and Exchange Commission, dated October 17, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
GURU APP FACTORY CORP |
|
| |
|
|
|
| Date: October 17, 2025 |
By: |
/s/
Bong Dennis |
|
| |
Name: |
Bong Dennis |
|
| |
Title: |
President, Chief Executive Officer, and Chief Financial Officer |
|
