XOTC:GSTV Quarterly Report 10-Q Filing - 2/29/2012

Effective Date 2/29/2012

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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 February 29, 2012 [ ] 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. 000-54522 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 February 29, 2012 ----- ----------------------------------- Common Stock, $0.001 4,600,000 <PAGE> 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 16 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. Mine Safety Disclosures 17 Item 5. Other Information 17 Item 6. Exhibits 17 2 <PAGE> GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS FEBRUARY 29, 2012 AND MAY 31, 2011 February 29, May 31, 2012 2011 -------- -------- (unaudited) <S> <C> <C> ASSETS Current Assets Cash and cash equivalents $ 5,307 $ 226 -------- -------- Total Current Assets 5,307 226 -------- -------- TOTAL ASSETS $ 5,307 $ 226 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) LIABILITIES Current Liabilities Accounts payable $ 4,327 $ 3,017 Note payable - related party 19,775 6,975 -------- -------- Total Current Liabilities 24,102 9,992 -------- -------- TOTAL LIABILITIES 24,102 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 (51,795) (22,766) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (18,795) (9,766) -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 5,307 $ 226 ======== ======== The accompanying notes are an integral part of the unaudited financial statements. 3 <PAGE> GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED) Period from February 3, 2010 For the three months ended For the nine months ended (Date of Inception) to February 29, February 28, February 29, February 28, February 29, 2012 2011 2012 2011 2012 ---------- ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> <C> GROSS REVENUES $ 0 $ 0 $ 0 $ 0 $ 0 OPERATING EXPENSES 6,031 2,109 29,029 15,704 51,795 ---------- ---------- ---------- ---------- ---------- LOSS FROM OPERATIONS (6,031) (2,109) (29,029) (15,704) (51,795) OTHER EXPENSES 0 0 0 0 0 ---------- ---------- ---------- ---------- ---------- NET LOSS BEFORE INCOME TAXES (6,031) (2,109) (29,029) (15,704) (51,795) PROVISION FOR INCOME TAXES 0 0 0 0 0 ---------- ---------- ---------- ---------- ---------- NET LOSS $ (6,031) $ (2,109) $ (29,029) $ (15,704) $ (51,795) ========== ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 4,600,000 2,600,000 4,228,285 2,600,000 ---------- ---------- ---------- ---------- NET LOSS PER SHARE $ (0.00) $ (0.00) $ (0.01) $ (0.00) ---------- ---------- ---------- ---------- The accompanying notes are an integral part of the unaudited financial statements. 4 <PAGE> GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO FEBRUARY 29, 2012 (UNAUDTIED) Common Stock Additional ----------------------- Paid in Accumulated Shares Amount Capital Deficit Total ------ ------ ------- ------- ----- <S> <C> <C> <C> <C> <C> 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 -- 20,000 Nine months ended February 29, 2012 -- -- -- (29,029) (29,029) ---------- ---------- ---------- ---------- ---------- Balance, February 29, 2012 4,600,000 $ 4,600 $ 28,400 $ (51,795) $ (18,795) ========== ========== ========== ========== ========== The accompanying notes are an integral part of the unaudited financial statements. 5 <PAGE> GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) Period from February 3, 2010 For the nine months ended (Date of Inception) to February 29, February 28, February 29, 2012 2011 2012 -------- -------- -------- <S> <C> <C> <C> Cash Flows from Operating Activities: Net loss for the period $(29,029) $(15,704) $(51,795) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Changes in Assets and Liabilities Increase (decrease) in accounts payable 1,310 -- 4,327 Increase (decrease) in accrued expenses -- 1,447 -- -------- -------- -------- Net Cash Used in Operating Activities (27,719) (14,257) (47,468) -------- -------- -------- Cash Flows From Investing Activities -- -- -- -------- -------- -------- Cash Flows from Financing Activities: Proceeds from note payable - related party 12,800 4,000 19,775 Proceeds from the sale of common stock 20,000 -- 33,000 -------- -------- -------- Net Cash Provided by Financing Activities 32,800 4,000 52,775 -------- -------- -------- Net Increase (Decrease) in Cash and Cash Equivalents 5,081 (10,257) 5,307 Cash and Cash Equivalents - Beginning 226 10,647 -- -------- -------- -------- Cash and Cash Equivalents - Ending $ 5,307 $ 390 $ 5,307 ======== ======== ======== Supplemental Cash Flow Information: Cash paid for interest $ -- $ -- $ -- ======== ======== ======== Cash paid for income taxes $ -- $ -- $ -- ======== ======== ======== The accompanying notes are an integral part of the unaudited financial statements. 6 <PAGE> GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE UNAUDITED FINANCIAL STATEMENTS FEBRUARY 29, 2012 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 February 29, 2012 the Company has accumulated losses of $51,795. 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 an original 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 <PAGE> GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE UNAUDITED FINANCIAL STATEMENTS FEBRUARY 29, 2012 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 ASC Topic 718, "COMPENSATION - STOCK COMPENSATION." To date, the Company has not adopted a stock option plan and has not granted any stock options. As of February 29, 2012, the Company has not issued any stock-based payments to its employees. Foreign Currency Translation The Company's functional currency is the United States Dollar. 8 <PAGE> GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE UNAUDITED FINANCIAL STATEMENTS FEBRUARY 29, 2012 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. 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 February 29, 2012. NOTE 3 - ACCOUNTS PAYABLE Accounts payable was $1,827 owed to auditors for the November 30, 2011 review, and $2,500 was due to a consultant for filing 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. On September 19, 2011, a Director and President, Vanessa Gillis loaned the Company $9,800. On October 11, 2011, a Director and President, Vanessa Gillis loaned the Company $3,000. All loans are non-interest bearing, unsecured and due upon demand. 9 <PAGE> GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE UNAUDITED FINANCIAL STATEMENTS FEBRUARY 29, 2012 NOTE 5 - INCOME TAXES For the period ended February 29, 2012, 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 $51,795 at February 29, 2012, 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 ended Period ended Inception to February 29, February 28, February 29, 2012 2011 2012 -------- -------- -------- Income tax benefit at statutory rate $ 9,869 $ 5,339 $ 17,610 Valuation allowance (9,869) (5,339) (17,610) -------- -------- -------- Income tax expense per books $ -- $ -- $ -- ======== ======== ======== Net deferred tax assets consist of the following components as of: February 29, May 31, 2012 2011 -------- -------- NOL Carryover $ 17,610 $ 7,740 Valuation allowance (17,610) (7,740) -------- -------- Net deferred tax asset $ -- $ -- ======== ======== The Company accounts for income taxes in accordance with ASC Topic 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 February 29, 2012 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 nine months ended February 29, 2012 and February 28, 2011, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at February 29, 2012 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 $51,975 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 <PAGE> GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE UNAUDITED FINANCIAL STATEMENTS FEBRUARY 29, 2012 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 the date the financial statements were issued and has determined that it does not have any other material subsequent events to disclose in these financial statements. 11 <PAGE> 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 fundraising efforts. We obtained quotation on the OTC Bulletin Board in October of 2011, however we require additional funds to begin operations. The Company is currently seeking sources of financing as well as looking at strategic alternatives including acquisitions and reverse mergers. 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 ASC Topic 915, "ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES." As of February 29, 2012 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 February 29, 2012, the Company has accumulated losses of $51,795. 12 <PAGE> 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 FEBRUARY 29, 2012 COMPARED WITH THE THREE MONTHS ENDED FEBRUARY 28, 2011. Our net loss for the three months ended February 29, 2012 was approximately ($6,031) compared to a net loss of ($2,109) during the three months ended February 28, 2011. During the three months ended February 29, 2012 and February 28, 2011, we did not generate any revenue. During the three months ended February 29, 2012, we incurred general and administrative, consulting, and professional expenses of approximately $6,031 compared to $2,109 during the three months ended February 28, 2011. General and administrative expenses incurred during the three-month period ended February 29, 2012 and 2011 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs. Our net loss during the three months ended February 29, 2012 and February 28, 2011 was ($6,031) or ($0.00) per share and ($2,109) or ($0.00), respectively. The weighted average number of shares outstanding was 4,600,000 for the three-month period ended February 29, 2012. NINE-MONTH PERIOD ENDED FEBRUARY 29, 2012 COMPARED TO THE NINE MONTHS ENDED FEBRUARY 28, 2011 AND THE PERIOD FROM INCEPTION (FEBRUARY 3, 2010) TO FEBRUARY 29, 2012. Our net loss for the nine months ended February 29, 2012 was approximately ($29,029) compared to a net loss of ($15,704) during the nine months ended February 28, 2011. During the nine months ended February 29, 2012 and February 28, 2011, we did not generate any revenue. Net loss during the period from inception (February 3, 2010) to February 29, 2012 was ($51,795). During the nine months ended February 29, 2012, we incurred general and administrative, consulting, and professional expenses of approximately $29,029 compared to $15,704 during the nine months ended February 28, 2011. General and administrative expenses incurred during the nine-month period ended February 29, 2012 and February 28, 2011 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 February 29, 2012, we incurred general and administrative, consulting, and professional expenses of approximately $51,795. Our net loss during the nine months ended February 29, 2012 and February 28, 2011 was ($29,029) or ($0.01) per share and ($15,704) or ($0.00), respectively. The weighted average number of shares outstanding was 4,228,285 for the nine-month period ended February 29, 2012. 13 <PAGE> LIQUIDITY AND CAPITAL RESOURCES THREE-MONTH PERIOD ENDED FEBRUARY 29, 2012 As at the three months ended February 29, 2012, our current assets were $5,307 and our total liabilities were $24,102, which resulted in a working capital of $(18,795). As at the three months ended February 29, 2012, current assets were comprised of $5,307 in cash compared to $226 in current assets at May 31, 2011. At the three months months ended February 29, 2012, current liabilities were comprised of $19,775 in advances from a director and $4,327 in accounts payable due to auditors and XBRL filer. Accounts payable increased by $1,310 to $4,327 during the three months ended February 29, 2012. For the three-month period ended February 29, 2012, our net loss of ($6,031) compared to a net loss of ($2,109) during the three months ended February 28, 2011. NINE-MONTH PERIOD ENDED FEBRUARY 29, 2012 As at the nine months ended February 29, 2012, our current assets were $5,307 and our total liabilities were $24,102, which resulted in a working capital of ($18,795). As at the nine months ended February 29, 2012, current assets were comprised of $5,307 in cash compared to $226 in current assets at May 31, 2011. At the nine months ended February 29, 2012, current liabilities were comprised of $19,775 in advances from a director and $4,327 in accounts payable due to auditors and XBRL filer. Accounts payable increased by $1,310 to $4,327 during the nine months ended February 29, 2012. Stockholders' deficit increased from ($9,766) as of May 31, 2011 to $(18,795) as of February 29, 2012. CASH FLOWS FROM OPERATING ACTIVITIES We have not generated positive cash flows from operating activities. For the nine-month period ended February 29, 2012, net cash flows used in operating activities was ($27,719) consisting primarily of a net loss of ($29,029). Net cash flows used in operating activities was ($14,257) during the nine months ended February 28, 2011. Net cash flows used in operating activities was ($47,468) for the period from inception (February 3, 2010) to February 29, 2012. 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 nine months ended February 29, 2012, we generated $32,800 net cash from financing activities. $20,000 was due to the issuance of 2,000,000 common shares pursuant to the S-1 offering and $12,800 was from loans from a director. For the nine months ended February 28, 2011 net cash provided by financing activities was $4,000 from director loans. For the period from inception (February 3, 2010) to February 29, 2012, net cash provided by financing activities was $52,775 received from sale of common stock and advances from director loans. 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. 14 <PAGE> 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 nine 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 February 29, 2012, Vanessa Gillis, our Chief Executive Officer and a director, advanced us $19,775. 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. 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"). 15 <PAGE> 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 February 29, 2012. 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 nine-months ended February 29, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 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. 16 <PAGE> ITEM 4. MINE SAFETY DISCLOSURES No report required. ITEM 5. OTHER INFORMATION No report required. ITEM 6. 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. ---------- * To be filed by amendment 17 <PAGE> 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: April 16, 2012 By: /s/ Vanessa Gillis ------------------------------------ Vanessa Gillis, President, Chief Executive Officer, Director Dated: April 16, 2012 By: /s/ Jessica Bradshaw ------------------------------------ Jessica Bradshaw, Secretary, Treasurer, Chief Financial Officer, Director 18

XOTC:GSTV Quarterly Report 10-Q Filling

XOTC:GSTV Stock - Get Quarterly Report SEC Filing of XOTC:GSTV stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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XOTC:GSTV Quarterly Report 10-Q Filing - 2/29/2012
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