U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 2011
[ ] 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. 333-168037
GURU HEALTH INC.
(Name of registrant in its charter)
Nevada 27-1833279
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
#10-1019 17th Ave SW
Calgary Alberta T2T 0A7, Canada
P 403-612-4130
(Address 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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-1 (232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files) Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
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 August 31, 2011
----- ---------------------------------
Common Stock, $0.001 4,600,000
GURU HEALTH INC.
FORM 10-Q
Part 1 FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheets (unaudited) 3
Statements of Operations (unaudited) 4
Statement of Stockholders' Equity (unaudited) 5
Statements of Cash Flows (unaudited) 6
Notes to unaudited Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 15
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. (Removed and Reserved) 16
Item 5. Other Information 16
Item 6. Exhibits 16
2
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AUGUST 31, 2011 AND MAY 31, 2011
August 31, May 31,
2011 2011
-------- --------
(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 10,696 $ 226
-------- --------
TOTAL ASSETS $ 10,696 $ 226
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
CURRENT LIABILITIES
Accrued expenses $ 0 $ 0
Accounts payable 1,850 3,017
Note payable - related party 6,975 6,975
-------- --------
TOTAL LIABILITIES 8,825 9,992
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par $0.001, 75,000,000 shares authorized,
4,600,000 and 2,600,000 shares issued and outstanding 4,600 2,600
Paid in capital 28,400 10,400
Deficit accumulated during the development stage (31,129) (22,766)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 1,871 (9,766)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 10,696 $ 226
======== ========
The accompanying notes are an integral part of the
unaudited financial statements.
3
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED AUGUST 31, 2011,
FOR THE THREE MONTHS ENDED AUGUST 31, 2010, AND
FOR THE PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO AUGUST 31, 2011
(UNAUDITED)
For the For the Period from
Three Months Three Months February 3, 2010
ended ended (Date of Inception) to
August 31, August 31, August 31,
2011 2010 2011
---------- ---------- ----------
GROSS REVENUES $ 0 $ 0 $ 0
OPERATING EXPENSES 8,363 8,786 31,129
---------- ---------- ----------
LOSS FROM OPERATIONS (8,363) (8,786) (31,129)
OTHER EXPENSES 0 0 0
---------- ---------- ----------
NET LOSS BEFORE INCOME TAXES (8,363) (8,786) (31,129)
PROVISION FOR INCOME TAXES 0 0 0
---------- ---------- ----------
NET LOSS $ (8,363) $ (8,786) $ (31,129)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 3,492,935 2,600,000
---------- ----------
NET LOSS PER SHARE $ (0.00) $ (0.00)
---------- ----------
The accompanying notes are an integral part of the
unaudited financial statements.
4
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO AUGUST 31, 2011
(UNAUDTIED)
Common Stock Additional
----------------------- Paid in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
Inception, February 3, 2010 0 $ 0 $ 0 $ 0 $ 0
Common stock issued to founders
at $0.005 per share 2,600,000 2,600 10,400 -- 13,000
Net loss for the period ended
May 31, 2010 -- -- -- (4,028) (4,028)
---------- ---------- ---------- ---------- ----------
Balance, May 31, 2010 2,600,000 2,600 10,400 (4,028) 8,972
Net loss for the period ended
May 31, 2011 -- -- -- (18,738) (18,738)
---------- ---------- ---------- ---------- ----------
Balance, May 31, 2011 2,600,000 $ 2,600 $ 10,400 $ (22,766) $ (9,766)
========== ========== ========== ========== ==========
Common Stock Sold 2,000,000 2,000 18,000 -- --
Net loss for the Three months
ended August 31, 2011 -- -- -- (8,363) (8,363)
---------- ---------- ---------- ---------- ----------
Balance, August 31, 2011 4,600,000 $ 4,600 $ 28,400 $ (31,129) $ 1,871
========== ========== ========== ========== ==========
The accompanying notes are an integral part of the
unaudited financial statements.
5
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
THE THREE MONTHS ENDED AUGUST 31, 2011
FOR THE THREE MONTHS ENDED AUGUST 31, 2010,
AND FOR THE PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO AUGUST 31, 2011
(UNAUDITED)
For the For the Period from
Three Months Three Months February 3, 2010
ended ended (Date of Inception) to
August 31, August 31, August 31,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (8,363) $ (8,786) $(31,129)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities
Changes in Assets and Liabilities
Increase (decrease) in accounts payable (1,167) 0 1,850
Increase (decrease) in accrued expenses 0 (600) 0
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (9,530) (9,386) (29,279)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable - related party 0 4,000 6,975
Proceeds from the sale of common stock 20,000 0 33,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 20,000 4,000 39,975
-------- -------- --------
Net Increase (Decrease) in Cash and Cash Equivalents 10,470 (5,386) 10,696
Cash and Cash Equivalents - Beginning 226 10,647 0
-------- -------- --------
Cash and Cash Equivalents - Ending $ 10,696 $ 5,261 $ 10,696
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest $ 0 $ 0 $ 0
======== ======== ========
Cash paid for income taxes $ 0 $ 0 $ 0
======== ======== ========
The accompanying notes are an integral part of the
unaudited financial statements.
6
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL UNAUDITED STATEMENTS
AUGUST 31, 2011
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
GURU HEALTH INC. ("the Company") was incorporated under the laws of the State of
Nevada, U.S. on February 3, 2010. The Company is in the development stage and it
intends to market, sell and distribute health and nutrition supplements to the
Canadian market.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, February 3, 2010 through
August 31, 2011 the Company has accumulated losses of $31,129.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a May 31 fiscal year end.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and notes payable approximate their
fair value due to the short period of these instruments.
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development-stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues therefrom.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.
Revenue Recognition
The Company will recognize revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
7
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
AUGUST 31, 2011
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting basis and the tax basis of the
assets and liabilities and are measured using enacted tax rates and laws that
will be in effect, when the differences are expected to reverse. An allowance
against deferred tax assets is recognized, when it is more likely than not, that
such tax benefits will not be realized.
Any deferred tax asset is considered immaterial and has been fully offset by a
valuation allowance because at this time the Company believes that it is more
likely than not that the future tax benefit will not be realized as the Company
has no current operations.
Loss Per Common Share
Basic loss per share is calculated using the weighted-average number of common
shares outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
The Company does not have any potentially dilutive instruments.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS
No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock
option plan and has not granted any stock options.
As of August 31, 2011, the Company has not issued any stock-based payments to
its employees.
Foreign Currency Translation
The Company's functional currency is the Canadian dollar and its reporting
currency is the United States dollar.
8
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
AUGUST 31, 2011
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.
("SFAS 168" or ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as
the sole source of authoritative accounting principles recognized by the FASB to
be applied by all nongovernmental entities in the preparation of financial
statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively
effective for financial statements issued for fiscal years ending on or after
September 15, 2009 and interim periods within those fiscal years. The adoption
of SFAS 168 (ASC 105-10) on February 3, 2010 did not impact the Company's
results of operations or financial condition. The Codification did not change
GAAP, however, it did change the way GAAP is organized and presented.
As a result, these changes impact how companies reference GAAP in their
financial statements and in their significant accounting policies. The Company
implemented the Codification in this Report by providing references to the
Codification topics alongside references to the corresponding standards.
With the exception of the pronouncements noted above, no other accounting
standards or interpretations issued or recently adopted are expected to have a
material impact on the Company's financial position, operations or cash flows.
NOTE 2 - CAPITAL STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
In March of 2010, the Company issued 4,600,000 shares of common stock at a price
of $0.005 per share for total cash proceeds of $8,000.
In April of 2010, the Company issued 1,000,000 shares of common stock at a price
of $0.005 per share for total cash proceeds of $5,000.
In July and August 2011 the Company issued 2,000,000 shares of common stock
pursuant to the S-1 offering at $0.01 per share for total cash proceeds of
$20,000.
The Company has 4,600,000 shares of common stock issued and outstanding as of
August 31, 2011.
NOTE 3 - ACCOUNTS PAYABLE
Accounts payable was $1,600 owed to auditors for the May 31, 2011 Audit, and
$250 was due for EDGAR services.
NOTE 4 - NOTE PAYABLE - RELATED PARTY
On February 3, 2010, a Director and President, Vanessa Gillis loaned the Company
$1,075. On June 10, 2010, a Director and President, Vanessa Gillis loaned the
Company $4,000. On March 17, 2011, a Director and President, Vanessa Gillis
loaned the Company $1,500. On March 30, 2011, a Director and President, Vanessa
Gillis loaned the Company $400. All loans are non-interest bearing, unsecured
and due upon demand.
9
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
AUGUST 31, 2011
NOTE 5 - INCOME TAXES
For the period ended May 31, 2011, the Company has incurred net losses and,
therefore, has no tax liability. The net deferred tax asset generated by the
loss carry-forward has been fully reserved. The cumulative net operating loss
carry-forward is approximately $31,129 at August 31, 2011, and will expire
beginning in the year 2030.
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
From Period Period
Inception to ended ended
August 31, August 31, August 31,
2011 2010 2011
-------- -------- --------
Income tax benefit at statutory rate $ 10,584 $ 2,987 $ 2,843
Valuation allowance (10,584) (2,987) (2,843)
-------- -------- --------
Income tax expense per books $ -- $ -- $ --
======== ======== ========
Net deferred tax assets consist of the following components as of:
August 31, May 31,
2011 2011
-------- --------
NOL Carryover $ 10,584 $ 7,740
Valuation allowance (10,584) (7,740)
-------- --------
Net deferred tax asset $ -- $ --
======== ========
The Company accounts for income taxes in accordance with ASC Topic No. 740,
"Income Taxes." This standard requires the Company to provide a net deferred tax
asset or liability equal to the expected future tax benefit or expense of
temporary reporting differences between book and tax accounting and any
available operating loss or tax credit carryforwards.
The Company has no tax positions at August 31, 2011 and May 31, 2011 for which
the ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses. During the three months
ended August 31, 2011 and 2010, the Company recognized no interest and
penalties. The Company had no accruals for interest and penalties at August 31,
2011 and May 31, 2011. All tax years starting with 2010 are open for
examination.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying financial
statements, the Company incurred losses of $31,129 since its inception and has
not yet produced revenues from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event that the
Company cannot continue as a going concern. Management anticipates that it will
be able to raise additional working capital through the issuance of stock and
through additional loans from investors.
10
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
AUGUST 31, 2011
NOTE 6 - GOING CONCERN (CONTINUED)
The ability of the Company to continue as a going concern is dependent upon the
Company's ability to attain a satisfactory level of profitability and obtain
suitable and adequate financing. There can be no assurance that management's
plan will be successful.
NOTE 7 - SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to August 31, 2011 and has
determined that it does not have any other material subsequent events to
disclose in these financial statements.
11
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
We were incorporated under the name Guru Health Inc. in the State of Nevada on
February 3, 2010. We are a development-stage company and we have no revenues and
minimal assets. As a result we have incurred losses since inception.
We have not implemented our business plan as of this date. We have focused our
limited managerial and financial capacity almost entirely on the efforts needed
to undertake an ongoing S-1 offering. If the Offering is successful, we intend
to seek sponsorship from a FINRA-registered broker-dealer and apply for
quotation on the OTC Bulletin Board. In order to be quoted on the OTC Bulletin
Board, a market maker must file an application on our behalf in order to make a
market for our common stock. There is no assurance that such an application will
be filed. Even if we do obtain sponsorship of a market maker there is no
guarantee that an application will be filed or our stock will become quoted or a
market for our common stock will develop.
Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," refers to GURU HEALTH INC.
CURRENT BUSINESS OPERATIONS
As of the date of this Quarterly Report, we have not started operations. The
Company is in the development stage as defined under Statement on Financial
Accounting Standards No. 7, Development Stage Enterprises ("SFAS No.7") (ASC
915-10). As of August 31, 2011 we have no revenues, have minimal assets and have
incurred losses since inception.
We intend to commence operations in the business of online health and sport
supplement marketing, sales and distribution to the Canadian market with
possible expansion into international markets in the future. To date, the only
operations we have engaged in are the development of a business plan, purchase
of trial supplements and initial website development.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception (February 3, 2010) through
August 31, 2011, the Company has accumulated losses of $31,129.
12
RESULTS OF OPERATIONS
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation. 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.
THREE MONTH PERIOD ENDED AUGUST 31, 2011 COMPARED TO THE THREE MONTHS ENDED
AUGUST 31, 2010 AND THE PERIOD FROM INCEPTION (FEBRUARY 3, 2010) TO AUGUST 31,
2011.
Our net loss for the three-months ended August 31, 2011 was approximately
($8,363) compared to a net loss of ($8,786) during the three months ended August
31, 2010. During the three-months ended August 31, 2011 and 2010, we did not
generate any revenue. Net loss during the period from inception (February 3,
2010) to August 31, 2011 was ($31,129).
During the three-months ended August 31, 2011, we incurred general and
administrative, consulting, and professional expenses of approximately $8,363
compared to $8,786 during the three months ended August 31, 2010. General and
administrative expenses incurred during the three-month period ended August 31,
2011 and 2010 were generally related to corporate overhead, financial and
administrative contracted services, such as legal and accounting and
developmental costs. During the period from inception (February 3, 2010) to
August 31, 2011, we incurred general and administrative, consulting, and
professional expenses of approximately $31,129.
Our net loss during the three-months ended August 31, 2011 and 2010 was ($8,363)
or ($0.00) per share and ($8,786) or ($0.00), respectively. The weighted average
number of shares outstanding was 3,492,935 for the three-month period ended
August 31, 2011.
LIQUIDITY AND CAPITAL RESOURCES
THREE-MONTH PERIOD ENDED AUGUST 31, 2011
As at the three-months ended August 31, 2011, our current assets were $10,696
and our total liabilities were $8,825, which resulted in a working capital of
$1,871. As at the three-months ended August 31, 2011, current assets were
comprised of $10,696 in cash compared to $226 in current assets at May 31, 2011.
At the three-months ended August 31, 2011, current liabilities were comprised of
$6,975 in advances from director and $1,850 in accounts payable due to auditors
and EDGAR filer. Accounts payable decreased by $1,167 to $1,850 during the three
months ended August 31, 2011.
Stockholders' equity increased from ($9,766) as of May 31, 2011 to $1,871 as of
August 31, 2011.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
three-month period ended August 31, 2011, net cash flows used in operating
activities was ($9,530) consisting primarily of a net loss of ($8,363). Net cash
flows used in operating activities was $9,386 during the three months ended
August 31, 2010. Net cash flows used in operating activities was ($29,279) for
the period from inception (February 3, 2010) to August 31, 2011.
13
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advances from directors or
the issuance of equity and debt instruments. For the three-months ended August
31, 2011, we generated $20,000 net cash from financing activities due to the
issuance of 2,000,000 common shares pursuant to the S-1 offering. For the
three-months ended August 31, 2010 net cash provided by financing activities was
$4,000 from director loans. For the period from inception (February 3, 2010) to
August 31, 2011, net cash provided by financing activities was $39,975 received
from sale of common stock and advances from Director.
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, equity 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 and debt instruments. In connection
with our business plan, management anticipates additional increases in operating
expenses and capital expenditures relating to: (i) acquisition of inventory;
(ii) developmental expenses associated with a start-up business; and (iii)
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 have a material commitment. During
the period from inception (February 3, 2010) to August 31, 2011, Vanessa Gillis.
our Chief Executive Officer and a director, advanced us $6,975. The advances are
non-interest bearing and payable upon demand.
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 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.
14
GOING CONCERN
The independent auditors' report accompanying our May 31, 2011 financial
statements contained an explanatory paragraph expressing substantial doubt about
our ability to continue as a going concern. The financial statements have been
prepared "assuming that we will continue as a going concern," which contemplates
that we will realize our assets and satisfy our liabilities and commitments in
the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse change in foreign currency
and interest rates.
EXCHANGE RATE
Our reporting currency is United States Dollars ("USD").
INTEREST RATE
Any future loans will relate mainly to trade payables and will be mainly
short-term. However our debt may be likely to rise in connection with expansion
and if interest rates were to rise at the same time, this could become a
significant impact on our operating and financing activities. We have not
entered into derivative contracts either to hedge existing risks of for
speculative purposes.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of August 31, 2011. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were not effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the three-months ended
August 31, 2011 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 13, 2011, our registration statement on Form S-1 became effective.
4,000,000 common shares were registered.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. (REMOVED AND RESERVED)
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certification of Chief Executive Officer 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.
32.1 Certification of Chief Financial Officer 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 Interactive Data Files pursuant to Rule 405 of Regulation S-T.
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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, thereunto duly authorized.
GURU HEALTH INC.
Dated: October 3, 2011
By: /s/ Vanessa Gillis
------------------------------------
Vanessa Gillis, President, Chief
Financial Officer, Director
Dated: October 3, 2011
By: /s/ Jessica Bradshaw
------------------------------------
Jessica Bradshaw, Secretary,
Treasurer Chief Financial Officer,
Director
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