Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended May 31, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from N/A to N/A
Commission File No. 333-168037
Guru Health Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada 27-1833279
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
#10-1019 17th Ave SW
Calgary Alberta T2T 0A7, Canada
P 403-612-4130
(Address of Principal Executive Offices)
(403) 612-4130
Registrant's Telephone Number, including area code:
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001 per Share
(Title of each class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-Accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price of $.005, the price of the
last private placement of common equity: $13,000.
State the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date. 2,600,000 issued and
outstanding as of August 29, 2011.
DOCUMENTS INCORPORATED BY REFERENCE: None.
Guru Health
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED MAY 31, 2011
Page
Numbers
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PART I
ITEM 1. Business 3
ITEM 1A. Risk Factors 6
ITEM 1B. Unresolved Staff Comments 9
ITEM 2. Properties 10
ITEM 3. Legal Proceedings 10
ITEM 4. Removed and Reserved 10
PART II
ITEM 5. Market For Registrant's Common Equity, Related Stockholder Matters
And Issuer Purchases Of Equity Securities 10
ITEM 6. Selected Financial Data 10
ITEM 7. Management's Discussion And Analysis Of Financial Condition And
Results Of Operations 11
ITEM 7A Quantitative And Qualitative Disclosures About Market Risk 17
ITEM 8. Financial Statements And Supplementary Data 17
ITEM 9. Changes In And Disagreements With Accountants On Accounting And
Financial Disclosure 17
ITEM 9A. Controls And Procedures (ITEM 9A(T)) 17
ITEM 9B. Other Information 18
PART III
ITEM 10. Directors, Executive Officers And Corporate Governance 18
ITEM 11. Executive Compensation 20
ITEM 12. Security Ownership Of Certain Beneficial Owners And Management And
Related Stockholder Matters 22
ITEM 13. Certain Relationships And Related Transactions, And Director
Independence 22
ITEM 14. Principal Accounting Fees And Services 23
PART IV
ITEM 15. Exhibits, Financial Statements Schedules 24
SIGNATURES 25
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PART I
ITEM 1. BUSINESS
GENERAL
We were incorporated under the name Guru Health Inc. in the State of Nevada on
February 23, 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.
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.
SERVICES
Upon completion of our website we will provide an opportunity for clients to
research and purchase sports and nutritional supplements from the comfort of
their home at competitive prices. We intend to purchase supplements at wholesale
prices and mark up to sell to retail consumers throughout Canada and to possibly
expand throughout North America at a later date.
Initially Vanessa Gillis president and a director of Guru Health will be
responsible for the day to day operations of the company including web content
and maintenance, product ordering, marketing, and distribution.
MARKETING PLAN
Initially Vanessa Gillis, an officer and director of Guru Health, will put
together a marketing campaign that will include web marketing, flyers/pamphlets
and sponsorship of sporting events. See details below: Web marketing:
Click-through ads linking to the website will be posted on paid advertising
sites related to fitness and health.
Flyers and Pamphlets: Print materials will be produced and left at local gyms
around Alberta. In addition mailing materials will be available for request
online.
Sponsorship of sporting events: Guru Health will sponsor local university and
semi-professional sporting events in Alberta and, where budget permits, in other
provinces in Canada.
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We intend to spend from $4,000 to $15,000 on initial marketing efforts.
We have not conducted any market research into the likelihood of success of our
operations or the acceptance of our products by the public.
MARKET
We intend to initially target Canadian markets. The purchasers of sports and
nutrition supplements range from ages 15 - 80 and include people of all walks of
life. Customers will pay for our products online with a credit card.
COMPETITION
The online supplement industry is a competitive market that is very price
sensitive. Margins for retail sales are often small and based on adequate
marketing and price competitiveness. In Canada there are many companies who
directly compete with Guru Health in the online supplement space. In addition
there are many physical stores that sell supplements. If we are unable to secure
sufficient market share to break even, our business could fail.
A Google search for `online Canadian sports supplements' brings up over 25
different well developed online supplement companies who offer products similar
to what Guru Health Inc. intends to market and distribute.
There are various strategies to be used by us, including pricing and
distribution, to be competitive and differentiate ourselves from the many
competitors in the Canadian marketplace. We intend to emphasize our Canadian
focus on actual local marketing efforts at gyms and sporting events. We believe
that the possible sponsorship by a Canadian sports professional, and an
aggressive advertising and consumer promotional campaign should help thrust us
to the competitive forefront of the marketplace in the beginning stages and
maintain steady growth in future months. At this time we have not engaged any
sports professional to work with Guru Health. A budget will be established for
the first twelve months of operations from approximately $6,000 to $15,000
(including miscellaneous marketing expenses). A large emphasis will be placed on
media placement, consumer promotions, website design and potential sponsorship.
REVENUE
If market conditions allow and we are able to implement our business plan, we
intend to generate revenues by selling sports and nutrition supplements through
our website. Therefore, we will require substantial start-up capital in order to
setup our interactive online site and begin operations. Vanessa Gillis, our
president, will be devoting approximately 10 hours a week of her time to our
operations. Once we begin full operations Miss Gillis has agreed to commit more
time as required. Because Miss Gillis will only be devoting limited amount of
time to our operations, our operations may be sporadic and occur at times which
are convenient to Miss Gillis. As a result, operations may be periodically
interrupted or suspended which could result in a lack of revenues, operating
losses, loss of customers, and a cessation of operations.
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DISTRIBUTION
Orders will be shipped by Canada Post and we will not be receiving international
orders our first year in operation.
INVENTORY
A small inventory of all products will be kept in storage in a cool dry place
located at the corporate address. The inventory will be replenished as required
to assure approximately one month's supply of supplements is stored at any given
time. The need will be based on the previous month's sales with projections for
growth or declines.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
liability action, we may not have sufficient funds to defend the litigation. If
that occurs a judgment could be rendered against us that could cause us to cease
operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a development stage company and currently have no employees, other than
our two directors. We intend to hire additional employees on an as needed basis.
OFFICES
Our business address is #10-1019 17th Ave SW Calgary Alberta T2T 0A7, Canada.
Our telephone number is 403-612-4130. The current office space is provided
without cost by Vanessa Gillis, the President and a Director of Guru Health Inc.
Additional office space may be required to store product as sales increase. As
of the date of this filing, we have not sought or selected a new office space.
GOVERNMENT REGULATION
We are not currently subject to direct federal, state or local regulation within
Canada and we do not believe that government regulation will have a material
impact on the way we conduct our business. Product provided by EAS Canada has
not been evaluated by the Food and Drug Administration.
FDA regulates dietary supplements under a different set of regulations than
those covering "conventional" foods and drug products (prescription and
Over-the-Counter). The dietary supplement manufacturer is responsible for
ensuring that a dietary supplement is safe before it is marketed. FDA is
responsible for taking action against any unsafe dietary supplement product
after it reaches the market. Generally, manufacturers do not need to register
their products with FDA nor get FDA approval before producing or selling dietary
supplements.* Manufacturers must make sure that product label information is
truthful and not misleading.
FDA's post-marketing responsibilities include monitoring safety, e.g. voluntary
dietary supplement adverse event reporting, and product information, such as
labeling, claims, package inserts, and accompanying literature. The Federal
Trade Commission regulates dietary supplement advertising.
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ITEM 1A. RISK FACTORS
WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 2,600,000 shares are issued
and outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by our investors, and might have an adverse effect on any trading market for our
common stock.
WE LACK AN OPERATING HISTORY AND HAVE NOT GENERATED ANY REVENUES OR PROFIT TO
DATE. THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE
REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE
MAY HAVE TO CEASE OPERATIONS.
We were incorporated in February of 2010 and we have not started our proposed
business operations or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
since inception is $22,766 of which $1,075 is an incorporation service fee. Our
ability to achieve and maintain profitability and positive cash flow is
dependent upon our ability to earn profit by attracting enough customers who
will pay for our services. We cannot guarantee that we will be successful in
generating substantial revenues and profit in the future. It is likely that we
will not be able to achieve profitability and will have to cease operations due
to lack of funding.
PARTICIPATION IS SUBJECT TO RISKS OF INVESTING IN MICRO CAPITALIZATION
COMPANIES.
Micro-capitalization companies generally have limited product lines, markets,
market shares and financial resources. The securities of such companies, if
traded in the public market, may trade less frequently and in more limited
volume than those of more established companies. Additionally, in recent years,
the stock market has experienced a high degree of price and volume volatility
for the securities of micro capitalization companies. In particular, micro
capitalization companies that trade in the over-the-counter markets have
experienced wide price fluctuations not necessarily related to the operating
performance of such companies.
Investing in Guru Health Inc. has its own specific risks that are discussed
throughout the risk factors section.
OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION BECAUSE THERE IS SUBSTANTIAL
UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. As
such we may have to cease operations and you could lose your investment.
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BECAUSE OUR OFFICERS AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our two officers and directors Vanessa Gillis and Jessica Bradshaw will only be
devoting limited time to our operations. Miss Gillis will be handling most of
the company's day to day operations and intends to devote 10 hours of her week
to our business affairs until such a time when a salary can be drawn. Miss
Bradshaw will be available on an as needed basis until full operations begin.
Because our directors will only be devoting limited time to our operations, our
operations may be sporadic and occur at times which are convenient to them. As a
result, operations may be periodically interrupted or suspended which could
result in a lack of revenues and a possible cessation of operations. It is
possible that the demands on Vanessa Gillis from her other obligations could
increase with the result that she would no longer be able to devote sufficient
time to the management of our business. In addition, Miss Gillis may not possess
sufficient time for our business if the demands of managing our business
increase substantially beyond current levels.
IF WE SELL ONLY 50% OF THE SHARES IN THE OFFERING OUR OFFICERS AND DIRECTORS
WILL OWN 56.5% OF OUR OUTSTANDING COMMON STOCK, THEY WILL MAKE AND CONTROL
CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
After completion of the offering if only 2,000,000 of the shares are sold, Miss
Gillis and Miss Bradshaw will own 56.5% of the outstanding shares of our common
stock. Accordingly, they will have significant influence in determining the
outcome of all corporate transactions or other matters, including the election
of directors, mergers, consolidations and the sale of all or substantially all
of our assets, and also the power to prevent or cause a change in control. The
interests of our officers and directors may differ from the interests of the
other stockholders and may result in corporate decisions that are
disadvantageous to other shareholders. As a small company, with limited
financial resources, we anticipate that we will continue to enter into
agreements and have transactions with officers and directors. These agreements
and the transactions involve a conflict of interest. A conflict of interest
exists when a party has an interest on both sides of a transaction. And while we
will attempt to resolve all conflicts of interests on terms that are fair to the
Company and equivalent to terms that could be obtained in arms-length
transactions with third parties, we cannot assure you that we will be successful
in these efforts.
IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL
RESULT IN A CESSATION OF OPERATIONS.
We have no customers. We have not identified any customers and we cannot
guarantee we ever will have any customers. Even if we obtain customers, there is
no guarantee that we will generate a profit. If we cannot generate a profit, we
will likely have to suspend or cease operations.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to pay
cash dividends on our common stock at any time in the foreseeable future. The
future payment of dividends directly depends upon our future earnings, capital
requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock.
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WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in complying
with the various rules and regulations which are required of a public company.
As a result, we may not be able to operate successfully as a public company,
even if our operations are successful. We plan to comply with all of the various
rules and regulations which are required of a public company. However, if we
cannot operate successfully as a public company, your investment may be
materially adversely affected. Our inability to operate as a public company
could be the basis of your losing your entire investment in us.
IF OUR SHARES OF COMMON STOCK COMMENCE QUOTATION ON THE OTC BULLETIN BOARD, THE
TRADING PRICE WILL FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY
RESELLING THEIR SHARES.
As of the date of this filing, our common stock is not yet quoted on the
Over-the-Counter Bulletin Board. If our shares of common stock are quoted on the
Bulletin Board, there is a volatility associated with Bulletin Board securities
in general and the value of your investment could decline due to the impact of
any of the following factors upon the market price of our common stock: (i)
failure to meet our revenue or profit goals or operating budget; (ii) decline in
demand for our common stock; (iii) downward revisions in securities analysts'
estimates or changes in general market conditions; (iv) technological
innovations by competitors or in competing technologies; (v) lack of funding
generated for operations; (vi) investor perception of our industry or our
prospects; and (vii) general economic trends.
In addition, stock markets have experienced price and volume fluctuations and
the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL
BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE
THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for stock that becomes
subject to those penny stock rules. If a trading market for our common stock
8
develops, our common stock will probably become subject to the penny stock
rules, and shareholders may have difficulty in selling their shares.
THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING MARKET
DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR
SHARES.
There is currently no established public trading market for our securities and
an active trading market in our securities may not develop or, if developed, may
not be sustained. We intend to have a market maker apply for admission to
quotation of our securities on the Over-the-Counter Bulletin Board now that the
Registration Statement on Form S-1 was declared effective by the SEC. We do not
yet have a market maker who has agreed to file such application. If for any
reason our common stock is not quoted on the Over-the-Counter Bulletin Board or
a public trading market does not otherwise develop, purchasers of the shares may
have difficulties selling their common stock should they desire to do so. No
market makers have committed to becoming market makers for our common stock and
none may do so.
BECAUSE WE HAVE ARBITRARILY DETERMINED SHARE PRICE, IT MAY NOT BEAR ANY
RELATIONSHIP TO OUR ASSETS, EARNINGS, BOOK VALUE, OR ANY OTHER OBJECTIVE
CRITERIA OF VALUE.
The offering price for the 4,000,000 shares of common stock to the public will
be fixed at $0.01 per share for the duration of the offering. We arbitrarily
determined the share price of the shares and the maximum offering amount of the
shares. Among the factors considered were: (1) our relative cash requirements,
(2) the amount of capital to be contributed by purchasers in the offering in
proportion to the amount of stock to be retained by our existing Stockholders,
(3) the proceeds to be raised by the offering, and (4) the amount of capital to
be contributed by purchasers in the offering in proportion to the amount of
stock to be retained by our existing Stockholders. There is, however, no
relationship whatsoever between the offering price of the shares and our assets,
earnings, book value or any other objective criteria of value. There can be no
assurance that, even if a public trading market develops for our securities, the
shares will attain market values commensurate with the offering price. An
arbitrary determination of the offering price increases the risk that purchasers
of the shares in the offering will pay more than the value the public market
ultimately assigns to the shares and more than an independent appraisal value.
THE ONLINE SUPPLEMENT INDUSTRY IS COMPETITIVE AND IF WE ARE NOT ABLE TO OBTAIN
PROFITABLE OPERATIONS OUR BUSINESS COULD FAIL.
The online supplement industry is a competitive market that is very price
sensitive. Margins for retail sales are often small and based on adequate
marketing and price competitiveness. In Canada there are many Companies who
directly compete with Guru Health in the online supplement space. In addition
there are many physical stores that sell supplements. If we are unable to secure
sufficient market share to break even, our business could fail.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
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ITEM 2. PROPERTIES
Offices are located at #10-1019 17th Ave SW, Calgary Alberta T2T 0A7, Canada.
Office space is provided by our director free of charge.
ITEM 3. LEGAL PROCEEDINGS
Since inception, none of the following occurred with respect to a present or
former director or executive officer of the Company: (1) any bankruptcy petition
filed by or against any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or within two years prior
to that time; (2) any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses); (3) being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
(4) being found by a court of competent jurisdiction (in a civil action), the
SEC or the commodities futures trading commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed,
suspended or vacated.
ITEM 4. REMOVED AND RESERVED
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common shares are not quoted on any exchange at present.
HOLDERS
We have two record holders of our common stock as of May 31, 2011.
DIVIDEND POLICY
We have never paid any cash dividends on our common shares, and we do not
anticipate that we will pay any dividends with respect to those securities in
the foreseeable future. Our current business plan is to retain any future
earnings to finance the expansion and development of our business.
EQUITY COMPENSATION PLAN INFORMATION
STOCK OPTION PLAN
The Company, at the current time, has no stock option plan or any equity
compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
Not required.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis contains various "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this Form 10-K, including, without limitation, statements related to anticipated
cash flow sources and uses, and words including but not limited to
"anticipates", "believes", "plans", "expects", "future" and similar statements
or expressions, identify forward looking statements. Any forward-looking
statements herein are subject to certain risks and uncertainties in the
Company's business, including but not limited to, reliance on key customers and
competition in its markets, market demand, product performance, technological
developments, maintenance of relationships with key suppliers, difficulties of
hiring or retaining key personnel and any changes in current accounting rules,
all of which may be beyond the control of the Company. Management will elect
additional changes to revenue recognition to comply with the most conservative
SEC recognition on a forward going accrual basis as the model is replicated with
other similar markets (i.e. SBDC). The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth therein.
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with the financial statements
included herein.
We believe the technical aspects of our website will be sufficiently developed
to use for our operations 30 days from the completion of our offering.
Accordingly, we must raise cash from sources other than operations. Our only
other source for cash at this time is investments by others in our company. We
must raise cash to implement our project and begin our operations. Even if we
raise $ 40,000 in the offering, we cannot be certain how long the money will
last, however, we do believe it will last twelve months. We will not begin
operations until we raise money from the offering.
To meet our need for cash we are attempting to raise money from the offering. We
believe that we will be able to raise enough money through the offering to begin
operations but we cannot guarantee that once we begin operations we will stay in
business after operations have commenced. If we are unable to successfully
attract sufficient clientele we may quickly use up the proceeds from the
offering and will need to find alternative sources. At the present time, we have
not made any arrangements to raise additional cash, other than through the
offering.
We expect to incur losses under each of the three scenarios listed below. The
amount of those losses cannot be determined at this time.
Scenario 1; $40,000 Raised
If we raise $40,000 from the offering, management believes that it will be able
to maintain operations for approximately one year under a no revenue situation
while incurring losses during such time. This will however leave the Company
with limited funds available to develop growth strategy. Even as we maintain and
expand operations we will be incurring losses.
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Scenario 2; $20,000 Raised
If we raise $20,000 from the offering, management believes that it will be able
to maintain operations for approximately one year under a no revenue situation
while incurring losses during such a time. This will however not allow for
Vanessa Gillis to work more than 10 hours per week due to lack of a sufficient
salary. Due to only a limited amount of hours being committed to the development
of the Company, sales could be negatively affected and the chances of the
company not achieving a breakeven level of revenues will be increased. The
Company will be left with limited funds available to develop its growth
strategy. Even as we maintain and expand operations we will be incurring losses.
There are more risks associated with raising of funds less than the full
$40,000. We will have limited working capital to maintain operations if there
are any delays in operations.
Scenario 3; less than $20,000 Raised
If we are not able to raise even the $20,000 described in the alternative
scenario, expenses associated with salaries would be reduced while website
development, marketing and audit fees would take priority in order to begin
operations and maintain the company's good standing. We will try on a best
efforts basis to reach consistent revenues as well as seek other sources of
financing including debt.
PLAN OF OPERATION
Upon completion of our public offering, our specific goal is to profitably
market, sell and distribute product on our website www.guruforhealth.com. Our
plan of operation is as follows:
COMPLETE OUR PUBLIC OFFERING
We expect to complete our public offering within 150 days after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate all our efforts on raising capital during
this period. We do not plan to begin business operations until we complete our
public offering. The S-1 became effective on May 13, 2011
The following table below sets forth the uses of proceeds assuming the sale of
50% and 100% of the securities offered for sale in the offering by the company.
Management believes these costs will cover the necessary proceeds for company to
develop our operations to the point that we may begin delivering services.
$20,000 $40,000
------- -------
Gross proceeds $ 20,000 $ 40,000
Offering expenses $ 13,000 $ 13,000
Net proceeds $ 20,000 $ 40,000
The net proceeds will be used as follows:
Supplements (inventory) $ 2,000 $ 4,000
Website development $ 2,500 $ 2,500
Marketing and advertising $ 4,000 $ 15,000
Salaries $ 4,500 $ 11,000
Audit, accounting and filing fees $ 7,000 $ 7,000
Working capital $ 0 $ 500
----------
* note the offering expense will be paid using current assets of the company.
Through August 15, 2011 most of the anticipated cost of $13,000 has been
paid.
12
Once we have completed our offering, our specific business plan for the next 8
months is as follows:
DEVELOP OUR WEBSITE (1 MONTH)
Upon completion of our public offering, we will have our web designer complete
the corporate website along with credit card payment processing services.
COMMENCE MARKETING CAMPAIGN (4 MONTHS)
Once our website is operational we will begin to market our products. Initially
Vanessa Gillis, an officer and director of Guru Health, will put together a
marketing campaign that will include the following:
Web marketing: Click-through ads linking to the website will be posted on paid
advertising sites related to fitness and health.
Flyers and Pamphlets: Print materials will be produced and left at local gyms
around Alberta. In addition mailing materials will be available for request
online.
Sponsorship of sporting events: Guru Health will sponsor local university and
semi-professional sporting events in Alberta and, where budget permits, in other
provinces in Canada.
We intend to spend from $4,000 to $15,000 on initial marketing efforts. The
marketing budget is not a set cost but will be based on the amount raised in the
offering. Management expects revenues to increase as the marketing budget
increases.
COMMENCE OPERATIONS
During the initial 4 month marketing campaign management expects clients to
begin using the website to purchase supplements. We have an account with EAS
Canada based in Burlington, Ontario and at present have the ability to purchase,
market and distribute the several products listed below. We have no obligations
to purchase a specific amount of products only the authorization to purchase,
market, sell and distribute the products EAS Canada produces. EAS is a sports
nutrition research, development and distributor. EAS Canada distributes through
third parties throughout North America, Europe and elsewhere. We are one of many
providers of EAS products and having the ability to purchase products at bulk
does not give us any competitive advantage over our competitors.
EAS products can be found at the following supplement providers:
Popeyes, GNC, Supplementscanada.com, Sport Nutrition Depot, SNDCanada.com,
Fitshop.ca, Zehrs, Fortinos, Real Canadian Superstore, Loblaws, Heavyweights,
Maximu Health and Nutrition, My Vitamin Super Store, Reflex, Energy Fitness,
Fuel, Work Out World, World Health Club, Ottway, Le Naturiste, Nutrition House,
13
Sportmax Nutrition, Mountaintop Nutrition, Body Works Fitness, Body Energy Club,
Great West Fitness, Guideline, Hardcore Health and Fitness, Pur Nutrition,
Gorillajack.com, Muscle Beach, Sangsters, Nutplus.com, King's Fitness.
Guru Health will be competing with many supplement providers to sell its
products and EAS offers the option to purchase many of its products from the EAS
website. We intend to offer competitive prices and market our products but there
is no guarantee we will be able to achieve profitable operations.
It is possible that Guru Health could lose the ability to purchase, market, and
distribute EAS products. If we as a company fail to meet any financial
obligations arising from the purchase of EAS products we will lose the ability
to purchase, market and distribute products from EAS. Other circumstances where
we could lose the ability to purchase, market and distribute EAS products
include: Customer complaints, false statements regarding product on our
corporate website and EAS may decide no longer to sell through third parties.
PRO SCIENCE PUSH (BETAGEN)-A combination of carbohydrates, creatine, and
beta-alanin. The developer claims that it helps to support anaerobic threshold,
workout capacity, and promote gains in muscle during a resistance training
program.
(http://eas.com/product/pro-science-push)
100% WHEY PROTEIN 5 LB. (AVAILABLE IN VANILLA AND CHOCOLATE) - Powder form of
whey-protein that is low in carbohydrates and fats.
(http://eas.com/product/100-pct-whey-protein-powder)
CLA - 90 CAPSULES - 1g capsules of Conjugated Linoleic Acid (CLA). CLA is
suggested by its developer to help reduce body fat and support lean mass.
(http://eas.com/product/pro-science-cla).
PRO SCIENCE CREATINE -Creatine is a produce that is suggested by developers to
support strength, anaerobic endurance and muscle mass.
(http://eas.com/product/pro-science-creatine)
We intend to offer additional products on our website in the future but at the
time of this filing the four previously described products are all we are
working with.
Margins will depend on the product as well as sales being offered by the company
at any given time. Gross margins before overhead costs range between 21%-39% as
shown below:
GROSS
Product Cost Sales Price MARGIN
------- ---- ----------- ------
Pro Science Push (Betagen) 47.95 58.17 21%
100% Whey Protein 5lb 30.95 42.99 39%
CLA 17.95 22.99 28%
Pro Science Creatine 16.32 19.99 22%
Sales Price was determined by using prices offered by supplementscanada.com, a
large online sports supplement supplier in Canada.
14
Net margins will be lower based on overhead and other fixed costs. Fixed costs
include the following:
MARKETING: Once in full operation marketing fees will be determined based as a
percentage of sales and so do not act as a fixed cost but will be included here
for ease of discussion. Marketing costs will be approximately 3% of gross sales.
SALARIES: Vanessa Gillis and Jessica Bradshaw intend to handle business
operations for the first year of operations without hiring additional employees.
Eventually capacity may be needed in reception, marketing and shipping. Total
salary costs are expected to be $165,000 per year once in full operation.
Accounting, Audit, Legal and Filing: Costs associated with keeping the company
in good standing and up to date with all legal, audit and filing obligations are
expected to be approximately $120,000 per year once the company is in full
operation. Costs associated with the development stage accounting, audit, legal
and filing fees are expected to be drastically reduced and be approximately
$7,000.
Break even sales at an average gross margin of 27.5% are approximately $1.15
million. There is no guarantee the Company will be able to reach this level of
sales. The Company will continue to make losses until it is able to reach this
level of sales. Fixed costs will be substantially lower during the first year of
operations due to less complex auditing and fewer employees.
The main driver for online supplement revenues is low pricing and marketing. To
be able to offer low prices and have a large advertising budget we will require
strong sales. Management will be focused on driving sales up through marketing
efforts described in the business plan section.
SUMMARY
In summary, we intend to begin web development, and marketing our products
within 150 days of completing our offering. Until we have reached a high and
sustainable level of clientele we do not believe our operations will be
profitable. If we are unable to attract new clients to purchase our products we
may have to suspend or cease operations. If we cannot generate sufficient
revenues to continue operations, we will suspend or cease operations. If we
cease operations, we do not know what we will do and we do not have any plans to
do anything else.
RESULTS OF OPERATIONS
FROM INCEPTION ON FEBRUARY 3, 2010 TO MAY 31, 2011
Our loss since inception is $22,766 of which $1,075 is incorporation service
fee. We have not started our proposed business operations and we have no plans
to do so until we have completed the offering. To the extent that we are able
and if market conditions allow, we expect to begin operations 150 days after we
complete the offering.
Since inception, we sold 2,600,000 shares of common stock to our officers and
directors for $13,000.
15
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this filing, we have yet to generate any revenues from our
business operations.
As of May 31, 2011, our total assets were $226 and our total liabilities were
$9,992 comprised of $6,975 owed to Vanessa Gillis, an officer and director of
the company and accounts payable of $3,017.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited financial and
managerial resources, lack of managerial experience and possible cost overruns
due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS OF OPERATIONS FOR THE YEAR ENDED MAY 31, 2011, THE PERIOD FROM FEBRUARY
3, 2010 (DATE OF INCEPTION) TO MAY 31, 2010 AND THE PERIOD FROM FEBRUARY 3, 2010
(DATE OF INCEPTION) TO MAY 31, 2011
We did not earn any revenues for the fiscal year ending May 31, 2011. Our net
loss for the fiscal year ended May 31, 2011 was ($18,738) compared to a net loss
of ($4,028) in 2010 and a net loss of $(22,766) during the period from inception
(February 3, 2010) to May 31, 2011. General and administrative expenses incurred
during the fiscal year ended May 31, 2011 were generally related to corporate
overhead, financial and administrative contracted services, such as legal and
accounting, and developmental costs.
We have not attained profitable operations and are dependent upon obtaining
financing to continue with our business plan. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.
As at our fiscal year end May 31, 2011, our current assets were $226 and our
total liabilities were $9,992 which resulted in a working capital deficit of
($9,766). As at the fiscal year ended May 31, 2011, current liabilities were
comprised of $6,975 in loans from a shareholder and $3,017 in accounts payable.
Stockholders' equity decreased from $8,972 at May 2010 to ($9,766) at May 31,
2011.
We have not generated positive cash flows from operating activities. For the
fiscal year ended May 31, 2011, net cash flows used in operating activities was
($16,321), compared to ($3,428) for the fiscal year ended May 31, 2010 and
($19,749) for the period from February 3, 2010 (Inception) to May 31, 2011 .We
have financed our operations primarily from either advancements or the issuance
of equity and debt instruments for the fiscal year ended May 31, 2011. For the
16
period from inception (February 3, 2010) to May 31, 2011, net cash provided by
financing activities was $19,975 received from sale of common stock and advances
from Director. During the fiscal year ending May 31, 2011 net cash flow provided
by financing activities was $5,900 received from loans from a shareholder.
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into 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 and would be considered
material to investors. Certain officers and directors of the Company have
provided personal guarantees to our various lenders as required for the
extension of credit to the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our audited financial statements, together with the Report thereon of Child, Van
Wagoner & Bradshaw, PLLC, independent certified public accountants, are included
elsewhere in Item 15 as F-1 through F-10.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
We have had no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures with
our accountants for the year ended May 31, 2011 or any interim period.
We have not had any other changes in nor have we had any disagreements, whether
or not resolved, with our accountants on accounting and financial disclosures
during our two recent fiscal years or any later interim period.
ITEM 9A. CONTROLS AND PROCEDURES (ITEM 9A(T))
a) Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report were not effective
such that the information required to be disclosed by us in reports filed under
the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and (ii)
accumulated and communicated to the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding disclosure. A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.
17
Our Chief Executive Officer and Chief Financial Officer are responsible for
establishing and maintaining adequate internal control over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives. Furthermore, smaller reporting companies face
additional limitations. Smaller reporting companies employ fewer individuals and
find it difficult to properly segregate duties. Often, one or two individuals
control every aspect of the Company's operation and are in a position to
override any system of internal control. Additionally, smaller reporting
companies tend to utilize general accounting software packages that lack a
rigorous set of software controls.
Our Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of the Company's internal control over financial reporting as of
May 31, 2011. In making this assessment, our Chief Executive Officer and Chief
Financial Officer used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control --
Integrated Framework. Based on this evaluation, our Chief Executive Officer and
Chief Financial Officer, concluded that, as of May 31, 2011, our internal
control over financial reporting was not effective.
b) Changes in Internal Control over Financial Reporting.
During the Quarter ended May 31, 2011, there was no change in our internal
control over financial reporting (as such term is defined in Rule 13a-15(f)
under the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth certain information with respect to our
directors, executive officers and key employees.
Name Age Position
---- --- --------
Vanessa Gillis 28 President, CEO, and Director
Jessica Bradshaw 27 Executive Officer, Secretary and Principal
Accounting Officer and Director
18
VANESSA GILLIS - PRESIDENT, CHIEF EXECUTIVE OFFICER, AND DIRECTOR.
Since February 3, 2010 Miss Gillis has been our President, Chief Executive
Officer and a member of our Board of Directors. From October 2008 to present
Miss Gillis has worked in the pharmaceutical sales business in Canada for both
Servier Pharmaceuticals, and Respiratory Homecare Solutions in Calgary, Alberta.
The five years prior she attended the University of Alberta where she received a
B.Sc in Biological Science.
Miss Gillis devotes approximately 10 hours per week to our operations, and will
devote additional time as required. Her background in biology as well as her
experience and sales of medical related products are key assets and are expected
to benefit the company with her as an Officer and Director.
During the past ten years, Miss Gillis has not been the subject of the following
events:
1. Any bankruptcy petition filed by or against any business of which Miss
Gillis was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Miss
Gillis's involvement in any type of business, securities or banking
activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
JESSICA BRADSHAW - EXECUTIVE OFFICER, SECRETARY, PRINCIPAL ACCOUNTING OFFICER
AND DIRECTOR.
Since February 3, 2010 Miss Bradshaw has been our Executive Officer, Secretary,
Principal Accounting Officer and a member of our Board of Directors. From
January 2008 until present, Miss Bradshaw has worked as the manager of LA
Weightloss in Calgary, Alberta. Before working in the health and fitness field
she attended university at UNLV where she completed a Bachelors of Commerce
degree in Marketing/Finance.
Miss Bradshaw will be helping the company on an as needed basis until the
business is in full operation. Miss Bradshaw's marketing/finance background as
well as her experience in the health and fitness industry should provide strong
strengths for the company as an Officer and Director.
During the past ten years, Miss Bradshaw has not been the subject of the
following events:
1. Any bankruptcy petition filed by or against any business of which Miss
Bradshaw was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
19
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Miss
Bradshaw's involvement in any type of business, securities or banking
activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
COMPENSATION OF DIRECTORS
We do not pay our Directors any fees in connection with their role as members of
our Board. Directors are not paid for meetings attended at our corporate
headquarters or for telephonic meetings. Our Directors are reimbursed for travel
and out-of-pocket expenses in connection with attendance at Board meetings. Each
board member serves for a one year term until elections are held at each annual
meeting.
Directors are elected at the Company's annual meeting of Stockholders and serve
for one year until the next annual Stockholders' meeting or until their
successors are elected and qualified. Officers are elected by the Board of
Directors and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board. The Company reimburses all
Directors for their expenses in connection with their activities as directors of
the Company. Directors of the Company who are also employees of the Company will
not receive additional compensation for their services as directors.
FAMILY RELATIONSHIPS
There are no family relationships on the Board of Directors.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of our knowledge, during the past five years, none of the following
occurred with respect to a present or former director or executive officer of
the Company: (1) any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (2) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (3) being subject to
any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any court of any competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; and (4) being found by a court of
competent jurisdiction (in a civil action), the Commission or the commodities
futures trading commission to have violated a Federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth for the fiscal year ended May 31, 2011, the
compensation awarded to, paid to, or earned by, our Officers and Directors whose
total compensation was zero.
20
SUMMARY COMPENSATION TABLE
All
Other
Name and Stock Option Compen-
Principal Salary Bonus Awards Awards sation Totals
Position Year (US$) (US$) (US$) (US$) (US$) (US$)
-------- ---- ----- ----- ----- ----- ----- -----
Vanessa Gillis 2011 0 0 0 0 0 0
President
Jessica Bradshaw 2011 0 0 0 0 0 0
Secretary
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
None.
OPTION EXERCISES AND STOCK VESTED TABLE
None.
PENSION BENEFITS TABLE
None.
NONQUALIFIED DEFERRED COMPENSATION TABLE
None.
ALL OTHER COMPENSATION TABLE
None.
PERQUISITES TABLE
None.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
None.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance to occur over a period longer than one
fiscal year, whether such performance is measured by reference to our financial
performance, our stock price, or any other measure.
21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding beneficial
ownership of the common stock as of May 31, 2011, by (i) each person who is
known by the Company to own beneficially more than 5% of any classes of
outstanding Stock, (ii) each director of the Company, (iii) each officer and
(iv) all directors and executive officers of the Company as a group.
The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is
not necessarily indicative of beneficial ownership for any other purpose. We
believe that each individual or entity named has sole investment and voting
power with respect to the securities indicated as beneficially owned by them,
subject to community property laws, where applicable, except where otherwise
noted.
Name and Address Number of Percentage of
Beneficial Owner [1] Shares Owned Ownership
-------------------- ------------ ---------
Vanessa Gillis 1,600,000 62%
#10-1019 17th Ave SW
Calgary Alberta T2T 0A7
Canada
Jessica Bradshaw 1,000,000 38%
23 Edgeland Rise NW
Calgary, AB T3A 4C5
----------
[1] The person named above may be deemed to be a "PARENT" and "PROMOTER" of our
company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of his/its direct and indirect stock holdings. Miss
Gillis and Miss Bradshaw are the only "PROMOTERS" of our company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
There have been no material transactions during the past two years between us
and any officer, director or any stockholder owning greater than 5% of our
outstanding shares, nor any of their immediate family members.
22
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth fees related to services performed by Child, Van
Wagoner & Bradshaw, PLLC in 2010 and 2011.
2011 2010
Child, Van Wagoner Child, Van Wagoner
& Bradshaw, PLLC & Bradshaw, PLLC
---------------- ----------------
Audit Fees $10,530 $ 3,000
Audit-Related Fees (2) 0 0
Tax Fees (3) 0 0
All Other Fees (4) 0 0
------- -------
Total $10,530 $ 3,000
======= =======
The Board of Directors has reviewed and discussed with the Company's management
and independent registered public accounting firm the audited financial
statements of the Company contained in the Company's Annual Report on Form 10-K
for the Company's 2011 fiscal year. The Board has also discussed with the
auditors the matters required to be discussed pursuant to SAS No. 114
(Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Company's financial statements.
The Board has received and reviewed the written disclosures and the letter from
the independent registered public accounting firm required by PCAOB Rule 3526,
and has discussed with its auditors its independence from the Company. The Board
has considered whether the provision of services other than audit services is
compatible with maintaining auditor independence.
Based on the review and discussions referred to above, the Board approved the
inclusion of the audited financial statements be included in the Company's
Annual Report on Form 10-K for its 2011 fiscal year for filing with the SEC.
PRE-APPROVAL POLICIES
The Board's policy is now to pre-approve all audit services and all permitted
non-audit services (including the fees and terms thereof) to be provided by the
Company's independent registered public accounting firm; provided, however,
pre-approval requirements for non-audit services are not required if all such
services (1) do not aggregate to more than five percent of total revenues paid
by the Company to its accountant in the fiscal year when services are provided;
(2) were not recognized as non-audit services at the time of the engagement; and
(3) are promptly brought to the attention of the Board and approved prior to the
completion of the audit.
23
The Board pre-approved all fees described above.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
3.1 Articles of Incorporation (1)
3.2 By-laws (1)
31.1 Rule 13a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer
and Chief Financial Officer (2)
31.2 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer
and Chief Financial Officer (2)
32.1 Section 1350 Certification of the Chief Executive Officer (2)
32.2 Section 1350 Certification of the Chief Financial Officer (2)
----------
(1) Incorporated by reference to the Form. S-1 filed with the Securities and
Exchange Commission on July 9, 2010.
(2) Filed herein.
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Signatures Title Date
---------- ----- ----
By: /s/ Vanessa Gillis President, Chief Executive Officer, Director August 29, 2011
------------------------------
Vanessa Gillis
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
By: /s/ Jessica Bradshaw Secretary, Treasurer, Chief Financial Officer, Director August 29, 2011
------------------------------
Jessica Bradshaw
By: /s/ Vanessa Gillis President, Chief Executive Officer, Director August 29, 2011
------------------------------
Vanessa Gillis
25
GURU HEALTH.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MAY 31, 2011
Report of Independent Registered Accounting Firm F-1
Balance Sheets as of May 31, 2011 and May 31, 2010 F-2
Statements of Operations for the year ended May 31, 2011, the period from
February 3, 2010 (Date of Inception) to May 31, 2010, and the period from
February 3, 2010 (Date of Inception) to May 31, 2011 F-3
Statement of Changes in Stockholders' Equity (Deficit) For the period from
February 3, 2010 (Inception) to May 31, 2011 F-4
Statement of Cash Flows for the year ended May 31, 2011, the period from
February 3, 2010 (Date of Inception) to May 31, 2010 and the period from
February 3, 2010 (Date of Inception) to May 31, 2011 F-5
Notes to Financial Statements F-6
26
[LETTERHEAD OF CHILD, VAN WAGONER & BRADSHAW, PLLC]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors
Guru Health Inc.
Calgary, Alberta, Canada
We have audited the accompanying balance sheets of Guru Health Inc., ( a
development stage enterprise) (the Company) as of May 31, 2011 and 2010, and the
related statements of operations, changes in stockholders' equity (deficit), and
cash flows for the year ended May 31, 2011, for the period from inception on
February 3, 2010 to May 31, 2010, and for the period from inception on February
3, 2010 to May 31, 2011.. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting, as a basis for designing audit procedures that
are appropriate in the circumstances but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Guru Health Inc. as of May 31,
2011 and 2010, and the results of its operations and its cash flows for the year
ended May 31, 2011, for the period from inception on February 3, 2010 to May 31,
2010, and for the period from inception on February 3, 2010 to May 31, 2011, in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial stat The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 6 to the financial statements, the Company is in the
development stage, has no established source of revenue, and is dependent on its
ability to raise capital from stockholders or other sources to sustain
operations. These factors, along with other matters as set forth in Note 6,
raise substantial doubt that the Company will be able to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Child, Van Wagoner & Bradshaw, PLLC
-----------------------------------------------
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
August 22, 2011
F-1
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
MAY 31, 2011 AND MAY 31, 2010
May 31, May 31,
2011 2010
-------- --------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 226 $ 10,647
-------- --------
TOTAL ASSETS $ 226 $ 10,647
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
CURRENT LIABILITIES
Accrued expenses $ 0 $ 600
Accounts payable 3,017 0
Note payable - related party 6,975 1,075
-------- --------
TOTAL LIABILITIES 9,992 1,675
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par $0.001, 75,000,000 shares authorized,
2,600,000 shares issued and outstanding 2,600 2,600
Paid in capital 10,400 10,400
Deficit accumulated during the development stage (22,766) (4,028)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (9,766) 8,972
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 226 $ 10,647
======== ========
The accompanying notes are an integral part of the financial statements.
F-2
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED MAY 31, 2011,
FOR THE PERIOD FROM FEBRUARY 3, 2010 TO MAY 31, 2010, AND
FOR THE PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO MAY 31, 2011
Period from Period from
February 3, 2010 February 3, 2010
For the Year (Date of (Date of
ended Inception) to Inception) to
May 31, May 31, May 31,
2011 2010 2011
---------- ---------- ----------
GROSS REVENUES $ 0 $ 0 $ 0
OPERATING EXPENSES 18,738 4,028 22,766
---------- ---------- ----------
LOSS FROM OPERATIONS (18,738) (4,028) (22,766)
OTHER EXPENSES 0 0 0
---------- ---------- ----------
NET LOSS BEFORE INCOME TAXES (18,738) (4,028) (22,766)
PROVISION FOR INCOME TAXES 0 0 0
---------- ---------- ----------
NET LOSS $ (18,738) $ (4,028) $ (22,766)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 2,600,000 1,090,598
---------- ----------
NET LOSS PER SHARE $ (0.01) $ (0.00)
---------- ----------
The accompanying notes are an integral part of the financial statements.
F-3
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO MAY 31, 2011
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)
========= ========= ========= ========= =========
The accompanying notes are an integral part of the financial statements.
F-4
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
THE YEAR ENDED MAY 31, 2011 FOR THE PERIOD FROM
FEBRUARY 3, 2010 (INCEPTION) TO MAY 31, 2010,
AND FOR THE PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO MAY 31, 2011
Period from Period from
February 3, 2010 February 3, 2010
For the Year (Date of (Date of
ended Inception) to Inception) to
May 31, May 31, May 31,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period $(18,738) $ (4,028) $(22,766)
Adjustments to Reconcile Net Loss to Net Cash Used in
Operating Activities:
Changes in Assets and Liabilities
Increase in accounts payable 3,017 0 3,017
Increase (decrease) in accrued expenses (600) 600 0
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (16,321) (3,428) (19,749)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - related party 5,900 1,075 6,975
Proceeds from the sale of common stock 0 13,000 13,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,900 14,075 19,975
-------- -------- --------
Net Increase (Decrease) in Cash and Cash Equivalents (10,421) 10,647 226
Cash and Cash Equivalents - Beginning 10,647 0 0
-------- -------- --------
Cash and Cash Equivalents - Ending $ 226 10,647 $ 226
======== ======== ========
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 financial statements.
F-5
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 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 May
31, 2011 the Company has accumulated losses of $22,766.
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.
F-6
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 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 May 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.
F-7
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 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 1,600,000 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.
The Company has 2,600,000 shares of common stock issued and outstanding as of
May 31, 2011.
NOTE 3 - ACCOUNTS PAYABLE
Accounts payable was $1,680 owed to auditors for review of the February 28, 2011
financial statements, and $1,337 owed 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.
F-8
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 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 $22,766 at May 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 Year Period
Inception to ended ended
May 31, May 31, May 31,
2011 2011 2010
-------- -------- --------
Income tax benefit at statutory rate $ 7,740 $ 6,371 $ 1,370
Valuation allowance (7,740) (6,371) (1,370)
-------- -------- --------
Income tax expense per books $ -- $ -- $ --
======== ======== ========
Net deferred tax assets consist of the following components as of:
May 31, May 31,
2011 2010
-------- --------
NOL Carryover $ 7,740 $ 1,370
Valuation allowance (7,740) (1,370)
-------- --------
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 May 31, 2011 and 2010 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 years ended May
31, 2011 and 2010, the Company recognized no interest and penalties. The Company
had no accruals for interest and penalties at May 31, 2011 and 2010. 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 $22,766 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.
F-9
GURU HEALTH INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2011
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
Subsequent to May 31, 2011, the Company has received proceeds of $14,500 from
the sale of 1,450,000 shares of common stock pursuant to the S-1 offering. The
shares have yet to be issued. In accordance with SFAS 165 (ASC 855-10) the
Company has analyzed its operations subsequent to May 31, 2011 and has
determined that it does not have any other material subsequent events to
disclose in these financial statements.
F-10