Attached files

file filename
EX-23.1 - CONSENT OF ACCOUNTANTS - Global Stevia Corp.ex23-1.txt


       As Filed With the Securities and Exchange Commission on May 2, 2011

                                                     Registration No. 333-168037
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                            FORM S-1/A AMENDMENT NO. 6

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                GURU HEALTH INC.
                (Name of registrant as specified in its charter)


                                                                   
           Nevada                              3949                         27-1833279
(State or Other Jurisdiction       (Primary Standard Industrial           (IRS Employer
      of Organization)                  Classification Code)          Identification Number)

                    #10-1019 17th Ave SW                                   Nevada Commercial Registered Agents LLC
               Calgary Alberta T2T 0A7, Canada                                    4231 Reno NV, 89509
                      P 403-612-4130                                                 (775) 589-1001
     (Address, including zip code, and telephone number,            (Name, address, including zip code, and telephone
including area code, of registrants principal executive offices)     number, including area code, of agent for service)


                                   Copies to:
                          Law Offices of Willian M. Aul
            7676 Hazard Center Drive Suite 500, San Diego, CA 92108
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

Approximate date of commencement of proposed sale to the public As soon as
practicable after the Registration Statement is effective

If any of the securities being registered on the Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]

If this Form is filed to register additional common stock for an offering under
Rule 462(b) of the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.

If this Form is a post-effective amendment filed under Rule 462(c) of the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.

If this Form is a post-effective amendment filed under Rule 462(d) of the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]

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. (Check one):

Large Accelerated Filer [ ]                        Accelerated Filer [ ]
Non-accelerated Filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

                         CALCULATION OF REGISTRATION FEE

================================================================================
Securities to     Amount To Be   Offering Price     Aggregate      Registration
be Registered      Registered       Per Share     Offering Price(1)    Fee
--------------------------------------------------------------------------------
Common Stock       4,000,000          $0.01         $40,000          $2.85
================================================================================
(1)  Estimated solely for purposes of calculating the registration fee under
     Rule 457.

There is no current market for the securities. Although the registrant's common
stock has a par value of $0.001, the registrant has valued the common stock in
good faith and for the purposes of the registration fee, based on $0.01 per
share. In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall automatically
be increased to cover the additional shares of common stock issuable pursuant to
Rule 416 under the Securities Act of 1933, as amended.

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES
ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES
AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.
================================================================================

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY CHANGE. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED MAY 2, 2011 PROSPECTUS GURU HEALTH INC. 4,000,000 SHARES OF COMMON STOCK $0.001 PAR VALUE NO MINIMUM $0.01 PER SHARE This is an initial public offering of 4,000,000 shares of the common stock of Guru Health Inc. ("Guru" or "Guru Health".) Guru is offering all of the 4,000,000 shares. Prior to this offering there has been no public market for our stock. The offering price for the shares is $0.01 per share. This offering is a self-underwritten offering conducted by our two officers and directors on a "best efforts" basis. We intend to seek inclusion of our common stock for quotation on the OTC Bulletin Board, however there is no assurance that our common stock will ever become quoted. There is no minimum offering of our common stock. All funds received from the offering, if any, will be deposited directly into our bank account. 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. INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. SEE "RISK FACTORS" ON PAGE 8 FOR A DESCRIPTION OF CERTAIN FACTORS THAT YOU SHOULD CAREFULLY CONSIDER BEFORE PURCHASING THE SHARES OFFERED BY THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Underwriting Discounts and Offering Price Commissions(1) Proceeds to Company(2) -------------- -------------- ---------------------- Per Share $ 0.01 $ 0 $ 0.01 Maximum $40,000 $ 0 $40,000 ---------- (1)(2) Proceeds to the company are calculated before the deduction of expenses in connection with this offering and payable by the company, which are estimated at approximately $13,000 and include filing, legal, accounting, printing and other miscellaneous fees all of which will be paid to unaffiliated third parties from $13,000 raised prior to this offering. THE DATE OF THIS PROSPECTUS IS MAY 2, 2011 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBSCRIPTION INFORMATION Subscribers purchasing the shares should make checks payable to Guru Health Inc. Subscribers should also complete a Purchase Order Form, a form of which is enclosed herewith as Appendix 99.1 to this prospectus. For convenience, both Purchase Order Forms will be included with this prospectus. Additional copies of either of these Purchase Order Forms may be obtained by writing, calling or faxing the company at its office: Telephone 403-612-4130. DEALER PROSPECTUS DELIVERY OBLIGATION Until ________(90 days after the effective date of this Prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 2
TABLE OF CONTENTS Page No ------- Summary of our Offering 4 Risk Factors 8 Use of Proceeds 12 Determination of Offering Price 13 Dilution of the Price You Pay for Your Shares 13 Plan of Distribution; Terms of the Offering 15 Management's Discussion and Analysis of Financial Condition or Plan of Operation 18 Business 23 Management 26 Executive Compensation 28 Principal Stockholders 29 Description of Securities 30 Certain Transactions 31 Litigation 32 Experts 32 Legal Matters 32 Financial Statements 32 3
SUMMARY OF OUR OFFERING 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. This offering is a self-underwritten offering conducted by our two officers and directors on a "best efforts" basis. ABOUT GURU HEALTH INC. We were incorporated under the name Guru Health Inc. in the State of Nevada on February 3, 2010. We are a development-stage company and we have no revenues and minimal assets. As a result we have incurred losses since inception. We have not implemented our business plan as of this date. We have focused our limited managerial and financial capacity almost entirely on the efforts needed to undertake this Offering. If this 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. We have no plans, arrangements, commitments or understandings to engage in a merger or acquisition with another company. 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. Our principal executive office is located at #10-1019 17th Ave SW, Calgary AB, Canada T2T 0A7. Our fiscal year end is May 31, 2010. TIMELINE OBTAIN EFFECTIVENESS FOR OUR REGISTRATION STATEMENT: 8-10 WEEKS. There is no guarantee our Registration Statement will be given effectiveness and our business plan will not succeed if we are unable to achieve effectiveness and complete our offering. COMPLETE OFFERING: WITHIN 150 DAYS AFTER THE EFFECTIVENESS OF OUR REGISTRATION STATEMENT. There is no guarantee we will raise the full amount of the offering. Several scenarios are described in the "Dilution of the Price You Pay for Your Shares" section. 4
DEVELOP OUR WEBSITE. 4 WEEKS Upon completion of our public offering, we will have our web designer to 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. COMMENCE OPERATIONS. During the initial three 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 several products. THE OFFERING Following is a brief summary of this offering: Securities being offered Up to 4,000,000 shares of common stock, par value $0.001. Offering price per share The offering price will be fixed at $0.01 per share for the duration of the offering Offering period The offering shall terminate on the earlier of (i) 180 days after the effectiveness of the registration statement (ii) when the offering is fully subscribed for. Our ability to terminate the offering is limited to ending the duration of the offering and accepting the amount of shareholder funds as of the termination date. Net proceeds to us $40,000 Use of proceeds We will use the proceeds to pay for administrative expenses, the implementation of our business plan, and working capital. Number of shares outstanding before the offering 2,600,000 Number of shares outstanding after the offering if all of the shares are sold 6,600,000 5
Market for the common stock There has been no market for our securities. Our common stock is not traded on any exchange or on the Over-the-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to become eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. Even if we are able to obtain sponsorship of a market maker there is no guarantee that an application will be filed, our stock will become quoted or a market for our common stock will develop. There is no assurance that a trading market will develop or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so. LIQUIDITY There is currently no market for our common stock and we can provide no assurance that a market will develop. To the extent that we are able, we aim to obtain quotation of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be quoted on the OTC Bulletin Board or, if quoted, that a public market will materialize. In order to obtain quotation on the OTC Bulletin Board our company will be required to procure the sponsorship of a registered market maker. Even if we are able to obtain sponsorship of a market maker there is no guarantee that an application will be filed, our stock will become quoted or a market for our common stock will develop.. As a result we may be unable to quote our common stock on the OTC Bulletin Board, If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment. OWNERSHIP Miss Vanessa Gillis presently owns 61.5% of our outstanding common stock while Miss Jessica Bradshaw owns 38.5% of our common stock. Together our two directors own 100% of our outstanding common stock prior to this Offering and may continue to own the majority of our registered shares after the offering. This could allow them to control the Company and its operations. Officers and Directors will not be purchasing additional shares in this offering. 6
SELECTED FINANCIAL DATA The following financial information summarizes the more complete historical financial information at the end of this prospectus. Total Expenses are composed of incorporation costs, Legal and audit costs.. These expenses are required in order to initiate and complete our public offering. As of February 28, 2011 ----------------------- BALANCE SHEET Total Assets $ 390 Total Liabilities $ 7,122 Stockholders Equity $ (6,732) Period from February 3, 2010 (date of inception) to February 28, 2011 ----------------- INCOME STATEMENT Revenue $ 0 Total Expenses $ 19,732 Net Loss $ (19,732) 7
RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE. We have not started our business. We need the proceeds from this offering to start our operations. If $40,000 is raised, this amount will likely enable us to begin the process of developing our website and marketing strategy. The marketing strategy includes web marketing, flyers, purchase of supplements and sponsorship of sporting events. We may need additional funds to complete further development of our business plan to achieve a sustainable sales level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. INVESTORS CANNOT WITHDRAW FUNDS ONCE INVESTED AND WILL NOT RECEIVE A REFUND. Investors do not have the right to withdraw invested funds. Subscription payments will be paid to Guru Health Inc and held on our corporate bank account if the Subscription Agreements are in good order and the investor is accepted as an investor by the Company. Therefore, once an investment is made, investors will not have the use or right to return of such funds. 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 $19,732 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. 8
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. 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 THIS 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 9
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 you 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. 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 Prospectus, 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. 10
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 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 after the Registration Statement relating to this prospectus is 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, 11
(2) the amount of capital to be contributed by purchasers in this 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 this 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. USE OF PROCEEDS Our offering is being made on a self-underwritten basis-- no minimum of shares must be sold in order for the offering to proceed. The offering price per share is fixed at $0.01 per share for the duration of the offering. There is no assurance that we will raise the full $40,000 as anticipated. The following table below sets forth the uses of proceeds assuming the sale of 50% and 100% of the securities offered for sale in this offering by the company. $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 February 28, 2010, most of the anticipated cost of $13,000 have been paid or accrued. 12
PRIORITY SEQUENCE Below is the priority sequence for capital budgeting. If we are not able to raise the full amount of the proposed offering we intend to use any funds raised in the order listed below: 1- Audit, accounting and filing fees 2- Website development 3- Marketing and advertising 4- Supplements (Inventory) 5- Salaries 6- Working capital Total offering expenses are estimated to be $13,000, and have been covered by the $13,000 invested by our two directors, and officers Miss Gillis and Miss Bradshaw. The anticipated expenses consist of $3,500 for legal fees; $600 for accounting fees and expenses; $5,000 for auditor fees and expenses; $947.75 for product, $1,250 for our website creation, $1,500 for EDGAR fees, $199.40 for miscellaneous and bank charges and $2.85 for our SEC filing fee. Upon the completion of this offering and if circumstances and market conditions allow, we intend to immediately complete the development of our website "www.guruforhealth.com" We have already hired a web designer to create an initial website and once additional funds are raised we will look to complete the content as well as credit card processing software. The cost of our website is estimated to be $3,750, $1,250 of which has already been incurred. The marketing and advertising campaign will consist of web search optimization, online marketing on health and fitness website, sponsorship of fitness events, and development of flyers. The cost of developing the campaign is estimated to be $15,000. Working capital is the cost related to operating our business. It is comprised of expenses for telephone service, mail, stationery, accounting, expenses of filing reports with the SEC, product ordering, and general working capital. 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. DETERMINATION OF OFFERING PRICE The price of the shares we are offering was arbitrarily determined in order for us to raise up to a total of $40,000 in this offering. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. Among the factors considered were: - our lack of operating history - the proceeds to be raised by the offering - the amount of capital to be contributed by purchasers in this offering in proportion to the amount of stock to be retained by our existing Stockholders, and - our relative cash requirements. 13
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. As of February 28, 2011 the net tangible book value of our shares of common stock was ($6,732) or approximately ($ 0.0026) per share based upon 2,600,000 shares outstanding. Our anticipated costs associated with the completion of this offering are approximately $13,000 all of which have been covered except for additional fees associated with EDGAR filings and so we are further reducing this amount to ($7,000) or approximately ($ 0.0027) per share based on 2,600,000 shares outstanding for the purpose of the following calculation. IF 100% OF THE SHARES ARE SOLD: Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 6,600,000 shares to be outstanding will be approximately $33,000 or approximately $0.005 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0077 per share without any additional investment on their part. You will incur an immediate dilution from $0.01 per share to $0.005 per share. After completion of this offering, if 4,000,000 shares are sold, you will own 60.6% of the total number of shares then outstanding for which you will have made cash investment of $40,000, or $0.01 per share. Our existing stockholders will own 39.4% of the total number of shares then outstanding, for which they have made contributions of cash totaling $13,000 or $0.005 per share. IF 50% OF THE SHARES ARE SOLD Upon completion of this offering, in the event 2,000,000 shares are sold, the net tangible book value of the 4,600,000 shares to be outstanding will be $13,000 or approximately $0.0028 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0055 per share without any additional investment on their part. You will incur an immediate dilution from $0.01 per share to $0.0028 per share. After completion of this offering you will own approximately 43.5% of the total number of shares then outstanding for which you will have made cash investment of $20,000, or $0.01 per share. Our existing stockholders will own approximately 56.5% of the total number of shares then outstanding, for which they have made contributions of cash totaling $13,000 or $0.005 per share. The following table compares the differences of your investment in our shares with the investment of our existing stockholders. 14
EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD: Price per share $ 0.005 Net tangible book value per share before offering $ (0.0026) Potential gain to existing shareholders $ 20,020 Net tangible book value per share after offering $ 0.0053 Increase to present stockholders in net tangible book value per share after offering $ 0.0077 Capital contributions $ 13,000 Number of shares outstanding before the offering 2,600,000 Number of shares after offering assuming the sale of the maximum number of shares 6,600,000 Percentage of ownership after offering 39.4% PURCHASERS OF SHARES IN THIS OFFERING IF ALL 100% SHARES SOLD: Price per share $ 0.01 Dilution per share $ 0.005 Capital contributions $ 40,000 Number of shares after offering held by public investors 4,000,000 Percentage of capital contributions by existing shareholders 24.5% Percentage of capital contributions by new investors 75.5% Percentage of ownership after offering 60.6% PURCHASERS OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD: Price per share $ 0.01 Dilution per share $ 0.0067 Capital contributions $ 20,000 Percentage of capital contributions by existing shareholders 39.39% Percentage of capital contributions by new investors 60.61% Number of shares after offering held by public investors 2,000,000 Percentage of ownership after offering 43.5% PLAN OF DISTRIBUTION; TERMS OF THE OFFERING THE OFFERING CONSISTS OF A MAXIMUM OF 4,000,000 SHARES OF COMMON STOCK TO BE SOLD BY GURU HEALTH, INC. 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. This offering will be conducted on a best-efforts basis utilizing the efforts of our officers and directors, Vanessa Gillis and Jessica Bradshaw. Both Ms. Gillis nor Ms. Bradshaw will not, and do not, participate in the selling and offering of securities for any issuer more than once every twelve months. Potential investors will include, but are not limited to, family, business associates, friends and acquaintances. The intended methods of communication include, without limitation, telephone and personal contact. In our endeavors to sell this offering, we do not intend to use any mass advertising methods such as the internet or print media. There can be no assurance that all, or any, of the shares will be sold. 15
Funds from this offering will be placed in our corporate bank account. Your subscription will be deposited in the company's bank account under our name. As a result, if we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding and you could lose your investment. Investors do not have the right to withdraw invested funds. We will sell the shares in this offering through Vanessa Gillis and Jessica Bradshaw, both officers and directors. They will receive no commission from the sale of any shares. They will not register as a broker-dealer under section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker/dealer. The conditions are that: 1. The person(s) is(are) not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and, 2. The person(s) is(are) not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; 3. The person(s) is(are) not at the time of their participation, an associated person(s) of a broker/dealer; and, 4. The person(s) meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any Issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). Vanessa Gillis and Jessica Bradshaw are not statutorily disqualified, are not being compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on the transactions in securities, and are not associated with a broker/dealer. They are and will continue to be officers and directors at the end of the offering and have not been during the last twelve months and are currently not a brokers/dealers or associated with a broker/dealer. They will not participate in selling and offering securities for any issuer more than once every twelve months. Only after our registration statement is declared effective by the SEC, do we intend to advertise, through tombstones, and hold investment meetings in various locations where the offering will be registered. We will not utilize the Internet to advertise our offering. Miss Gillis and Miss Bradshaw will also distribute the prospectus to potential investors at the meetings, to business associates and to friends and relatives who are interested in us and a possible investment in the offering. No shares purchased in this offering will be subject to any kind of lock-up agreement. Management and affiliates thereof will not purchase shares in this offering to reach $40,000. We intend to sell our shares outside the United States. 16
Upon receipt and acceptance of subscriptions for the purchase of the shares offered hereby and within the allotted time period of this Offering, all funds received and accepted, if any, shall be immediately released to us and deposited into our general bank account all of which shall be available for use by us. There can be no assurance that we will obtain any funds from this offering. SECTION 15(g) OF THE EXCHANGE ACT Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us. Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document. Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question. Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction. Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales person's compensation. Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements. Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares. 17
OFFERING PERIOD AND EXPIRATION DATE The offering shall terminate on the earlier of (i) 180 days after the effectiveness of the registration statement (ii) when the offering is fully subscribed for. Our ability to terminate the offering is limited to ending the duration of the offering and accepting the amount of shareholder funds as of the termination date PROCEDURES FOR SUBSCRIBING If you decide to subscribe for any shares in this offering, you must - execute and deliver a subscription agreement - deliver a check or certified funds to us for acceptance or rejection. All checks for subscriptions must be made payable to Guru Health Inc. Subscribers will receive share certificates via mail to the address listed on the subscription agreement. RIGHT TO REJECT SUBSCRIPTIONS We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We are a start-up stage corporation and have not started full operations or generated or realized any revenues from our business operations. Our current focus is to obtain effectiveness of our registration statement from the Securities and Exchange Commission and apply with a market maker for quotation on the OTC Bulletin Board. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. This is because we have not generated any revenues and no revenues are anticipated until we develop our website, and implement our marketing plan. 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 18
raise $ 40,000 in this 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 this offering. To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this 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 this 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 this 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 this 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. Scenario 2; $20,000 Raised If we raise $20,000 from this 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: 19
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 following table below sets forth the uses of proceeds assuming the sale of 50% and 100% of the securities offered for sale in this 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 February 28, 2010, most of the anticipated cost of $13,000 have been paid or accrued. 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. 20
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, Supplimentscanada.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, 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) 21
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 offering 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. Net margins will be lower based on overhead and other fixed costs. Fixed costs include the following: MARKETING: Once in full operations 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 operations. 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 operations. 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. 22
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 FEBRUARY 28, 2011 Our loss since inception is $19,732 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 this offering. To the extent that we are able and if market conditions allow, we expect to begin operations 150 days after we complete this offering. Since inception, we sold 2,600,000 shares of common stock to our officers and directors for $13,000. LIQUIDITY AND CAPITAL RESOURCES As of the date of this prospectus, we have yet to generate any revenues from our business operations. As of February 28, 2011, our total assets were $390 and our total liabilities were $7,122 comprised of $5,075 owed to Vanessa Gillis, an officer and director of the company and accrued expenses of $2,047. 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. FROM INCEPTION ON FEBRUARY 3, 2010 TO MAY 31, 2010 During the period we incorporated the company, prepared a business plan and began construction of our corporate website the domain name www.guruforhealth.com. Our loss since inception to May 31, 2010is $4,028 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 this offering. To the extent that we are able and if market conditions allow, we expect to begin operations 150 days after we complete this offering. 23
Since inception, we sold 2,600,000 shares of common stock to our officers and directors for $13,000. LIQUIDITY AND CAPITAL RESOURCES As of the date of this prospectus, we have yet to generate any revenues from our business operations. We issued 1,600,000 shares of common stock through a Section 4(2) offering in March 2010, and 1,000,000 shares of common stock through a Section 4(2) offering in April 2010. This was accounted for as a sale of common stock. As of May 31, 2010, our total assets were $10,647 and our total liabilities were $1,675 comprising of $1,075 owed to Vanessa Gillis, an officer and director, and $600 of accrued expenses. BUSINESS GENERAL We were incorporated in the State of Nevada on February 3, 2010. We have not begun operations. We have purchased the domain name www.guruforhealth.com and are developing a website that will allow our customers to research and purchase sports and nutrition supplements. We have not generated any revenues and the only operations we have engaged in is the development of a business plan, purchase of trial supplements and initial preparations of our corporate website . Our business address is #10-1019 17th Ave SW Calgary Alberta T2T 0A7, Canada. Our telephone number is 403-612-4130. We will not begin full operations until the completion of this offering. Our plan of operation is forward-looking and there is no assurance that we will ever begin operations. We are a development stage company and have earned no revenue since our inception on February 3, 2010. It is likely that we will not be able to achieve profitability and will have to cease operations due to the lack of funding. Our current focus is to achieve effectiveness of the Registration statement in order to complete the proposed offering. 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. 24
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. 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 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 markets 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. 25
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. DISTRIBUTION Orders will be shipped by Canada Post and we will not be receiving international orders our first year in operations. 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 months 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 prospectus, we have not sought or selected a new office space. 26
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. MANAGEMENT OFFICERS AND DIRECTORS Our directors will serve until successors are elected and qualified. Both our officers are elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees. The name, address, age and position of our present officers and directors are set forth below: Name and Address Age Position(s) ---------------- --- ----------- Vanessa Gillis 27 President, Chief Executive Officer, #10-1019 17th Ave SW member of the Board of Directors Calgary Alberta T2T 0A7, Canada Jessica Bradshaw 26 Principal Financial Officer, Secretary, 23 Edgeland Rise NW Treasurer, Principal Accounting Calgary, AB T3A 4C5 Officer, member of the Board of Directors The persons named above have held their offices/positions since inception of our Company and are expected to hold their offices/positions until the next annual meeting of our stockholders. 27
Neither of our two directors are or can be viewed as "independent directors" as that term is used in Item 407 of Regulation S-K of the Securities Act of 1933. That is, neither Ms. Vanessa Gillis nor Jessica Bradshaw, our two sole directors, are independent and each is an officer. We do not have any independent directors and we do not anticipate that we will have any independent directors now or any time in the future. We do not have a separately designated audit, nominating, or compensation committee or committee performing similar functions. BACKGROUND OF OFFICERS AND DIRECTORS 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 be 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 Future 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 operations. 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. 28
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 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 Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. AUDIT COMMITTEE FINANCIAL EXPERT We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted. CONFLICTS OF INTEREST The only conflict that we foresee is that our president and director will devote time to projects that do not involve Guru Health. This includes her current duties as an employee of other companies. Miss Gillis has agreed to dedicate additional time to Guru Health at such a time when it is required. EXECUTIVE COMPENSATION The following table sets forth the compensation paid by us from our inception on February 3, 2010 to May 31, 2010 to our officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers. EXECUTIVE OFFICER COMPENSATION TABLE Stock Option All Other Name and Principal Salary Bonus Awards Awards Compensation Total Position Year (US$) (US$) (US$) (US$) (US$) (US$) -------- ---- ----- ----- ----- ----- ----- ----- Vanessa Gillis 2010 0 0 0 0 0 0 President Jessica Bradshaw 2010 0 0 0 0 0 0 Secretary 29
We have no employment agreements with our directors and officers. We do not contemplate entering into any employment agreements until such time as we begin profitable operations. If we are able to successfully complete our entire offering the company will be paying Vanessa Gillis compensation of US$11,000 for the 12 months ending May 31 2011. If only half the offering is completed a reduced salary of US$4,500 will be paid to Vanessa Gillis by the Company. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein. COMPENSATION OF DIRECTORS The members of our board of directors are not compensated for their services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts. DIRECTOR'S COMPENSATION TABLE Fees Earned or Stock Options All Other Paid in Cash Awards Awards Compensation Total Name Year (US$) (US$) (US$) (US$) (US$) ---- ---- ----- ----- ----- ----- ----- Vanessa Gillis 2010 0 0 0 0 0 Jessica Bradshaw 2010 0 0 0 0 0 LONG-TERM INCENTIVE PLAN AWARDS We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. INDEMNIFICATION Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable. 30
PRINCIPAL STOCKHOLDERS The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering . The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares. Percentage of Percentage of Number of Shares Ownership After Number of Ownership After Offering the Offering Name and Address Shares Before Before the Assuming all of the Assuming all of the Beneficial Owner (1) the Offering Offering Shares are Sold Shares are Sold -------------------- ------------ -------- --------------- --------------- Vanessa Gillis 1,600,000 62% 1,600,000 24% #10-1019 17th Ave SW Calgary Alberta T2T 0A7 Canada Jessica Bradshaw 1,000,000 38% 1,000,000 15% 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 "PROMOTER" of our company. FUTURE SALES BY EXISTING STOCKHOLDERS A total of 2,600,000 shares of common stock were issued to our officers and directors, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition, provided that the issuer of the shares is not a "shell company" as defined in Rule 144(i). Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering. There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There are two holders of record for our common stock. The record holders are officers and directors who own 2,600,000 restricted shares of our common stock. 31
DESCRIPTION OF SECURITIES COMMON STOCK Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock: - have equal ratable rights to dividends from funds legally available if and when declared by our board of directors; - are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; - do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and - are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. NON-CUMULATIVE VOTING Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, assuming the sale of all of the shares of common stock, present stockholders will own approximately 39% of our outstanding shares. CASH DIVIDENDS As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. ANTI-TAKEOVER PROVISIONS There are no Nevada anti-takeover provisions that may have the effect of delaying or preventing a change in control. REPORTS After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov. 32
STOCK TRANSFER AGENT We do not have a stock transfer agent appointed at this time. CERTAIN TRANSACTIONS In March of 2010, we issued a total of 1,600,000 shares of restricted common stock to Vanessa Gillis, an officer and director in consideration of $8,000. In April of 2010, we issued a total of 1,000,000 shares of restricted common stock to Jessica Bradshaw, an officer and director in consideration of $5,000. Further, Miss Gillis has advanced funds to us. As of February 28, 2011 Miss Gillis advanced us $5,075 The loan is non-interest bearing, due upon demand and unsecured. 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 prospectus, we have not sought or selected a new office space. LITIGATION We are not currently a party to any legal proceedings. Our address for service of process is at Nevada Commercial Registered Agents LLC 4231 Reno NV, 89509 EXPERTS Our financial statements for the period from inception to May 31, 2010, included in this prospectus have been audited by Child, Van Wagoner & Bradshaw as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing. LEGAL MATTERS William M. Aul, has provided an opinion on the validity of our common stock. We have retained him solely for the purpose of providing this opinion and reviewing our registration statement. FINANCIAL STATEMENTS Our fiscal year end is May 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared either internally or by an outside accounting firm, and then will be audited by an independent PCAOB registered CPA firm (presently Child, Van Wagoner & Bradshaw). 33
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS Balance Sheet as of February 28, 2011 (unaudited) F-1 Statement of Operations for the Nine months ended February 28, 2011 (unaudited) F-2 Statement of Stockholders' Equity as of February 28, 2011 (unaudited) F-3 Statement of Cash Flows for the Nine months ended February 28, 2011 (unaudited) F-4 Notes to Financial Statements (unaudited) F-5 Report of Independent Registered Public Accounting Firm F-9 Balance Sheet as of May 31, 2010 F-10 Statement of Operations for the period from February 3, 2010 (Date of Inception) to May 31, 2010 F-11 Statement of Changes in Stockholders' Equity as of May 31, 2010 F-12 Statement of Cash Flows for the period from February 3, 2010 (Date of Inception) to May 31, 2010 F-13 Notes to Financial Statements F-14 33
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS February 28, May 31, 2011 2010 -------- -------- (unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 390 $ 10,647 -------- -------- TOTAL ASSETS $ 390 $ 10,647 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (Deficit) LIABILITIES Current Liabilities Accrued expenses $ 2,047 $ 600 Note payable - related party 5,075 1,075 -------- -------- TOTAL LIABILITIES 7,122 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 (19,732) (4,028) -------- -------- TOTAL STOCKHOLDERS' EQUITY (Deficit) (6,732) 8,972 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 390 $ 10,647 ======== ======== The accompanying notes are an integral part of the financial statements. F-1
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED) NINE MONTHS ENDED FEBRUARY 28, 2011, PERIOD FROM INCEPTION TO FEBRUARY 28, 2010 AND PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO FEBRUARY 28, 2011 Period from Nine months Period from February 3, 2010 ended Inception to (Date of Inception) to February 28, February 28, February 28, 2011 2010 2011 ---------- ---------- ---------- GROSS REVENUES $ 0 $ 0 $ 0 OPERATING EXPENSES 15,704 1,075 19,732 ---------- ---------- ---------- LOSS FROM OPERATIONS (15,704) (1,075) (19,732) OTHER EXPENSES 0 0 0 ---------- ---------- ---------- NET LOSS BEFORE INCOME TAXES (15,704) (1,075) (19,732) PROVISION FOR INCOME TAXES 0 0 0 ---------- ---------- ---------- NET LOSS $ (15,704) 1,075 $ (19,732) ========== ========== ========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 2,600,000 0 ---------- ---------- NET LOSS PER SHARE $ 0.00 $ 0.00 ---------- ---------- The accompanying notes are an integral part of the financial statements. F-2
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO FEBRUARY 28, 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 nine months ended February 28, 2011 -- -- -- (15,704) (15,704) --------- --------- --------- --------- --------- Balance, February 28, 2011 2,600,000 $ 2,600 $ 10,400 $ (19,732) $ (6,732) ========= ========= ========= ========= ========= The accompanying notes are an integral part of the financial statements. F-3
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED FEBRUARY 28, 2011 AND THE PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO FEBRUARY 28, 2011 (UNAUDITED) Period from Nine months The Period from February 3, 2010 ended inception to (Date of Inception) to February 28, February 28, February 28, 2011 2010 2011 -------- -------- -------- Cash Flows from Operating Activities: Net loss for the period $(15,704) $ (1,075) $(19,732) -------- -------- -------- Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Changes in Assets and Liabilities Increase (decrease) in accrued expenses 1,447 0 2,047 -------- -------- -------- Net Cash Used in Operating Activities (14,257) (1,075) (17,685) -------- -------- -------- Cash Flows from Financing Activities: Proceeds from note payable - related party 4,000 1,075 5,075 Proceeds from the sale of common stock 0 0 13,000 -------- -------- -------- Net Cash Provided by Financing Activities 4,000 1,075 18,075 -------- -------- -------- Net Increase (Decrease) in Cash and Cash Equivalents (10,257) 0 390 Cash and Cash Equivalents - Beginning 10,647 0 0 -------- -------- -------- Cash and Cash Equivalents - Ending $ 390 0 $ 390 ======== ======== ======== 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-4
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS FEBRUARY 28, 2011 (UNAUDTED) 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 28, 2011 the Company has accumulated losses of $19,732. 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 there from. 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-5
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS FEBRUARY 28, 2011 (UNAUDTED) 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 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. As of February 28, 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. Recent Accounting Pronouncements In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled "Subsequent Events". SFAS 165 (ASC 855-10) provides that financial statements are considered "issued" when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended February 28, 2010 did not have a significant effect on the Company's financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of February 28, 2011 and for the quarter and nine month period ended February 28, 2011, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC). F-6
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS FEBRUARY 28, 2011 (UNAUDITED) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Accounting Pronouncements (continued) 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 February 28, 2011. NOTE 3 - ACCRUED EXPENSES There was $2,046 in accrued expenses at February 28, 2011. This was made up of amounts due to auditors for $2,009 and amounts due to bank service charges for $37. 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. Both loans are non-interest bearing, unsecured and due upon demand. F-7
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS FEBRUARY 28, 2011 (UNAUDITED) NOTE 5 - INCOME TAXES For the period ended February 28, 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 $19,732 at February 28, 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: February 28, 2011 -------- Income tax expense at statutory rate $ 6,709 Valuation allowance (6,709) -------- Income tax expense per books $ -- ======== Net deferred tax assets consist of the following components as of: February 28, 2011 -------- NOL Carryover $ 6,709 Valuation allowance (6,709) -------- Net deferred tax asset $ -- ======== 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 $19,732 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. 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 In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to February 28, 2011 and has determined that it does not have any material subsequent events to disclose in these financial statements. F-8
[LETTERHEAD OF CHILD, VAN WAGONER & BRADSHAW, PLLC] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Board of Directors Guru Health Inc. We have audited the accompanying balance sheet of Guru Health Inc. (a development stage enterprise) (the Company) as of May 31, 2010, and the related statements of operations, changes in stockholders' equity, and cash flows for the period from February 3, 2010 (inception) through May 31, 2010. 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 audit. We conducted our audit 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 audit 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 audit 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 audit provides 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, 2010, and the results of its operations and its cash flows for the period from February 3, 2010 (inception) to May 31, 2010, in conformity with accounting principles generally accepted in the United States of America. 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 has cash flow constraints, an accumulated deficit, and has not yet produced revenues from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 6. 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 June 21, 2010 F-9
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET May 31, 2010 -------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 10,647 -------- TOTAL ASSETS $ 10,647 ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES CURRENT LIABILITIES Accrued expenses $ 600 Note payable - related party 1,075 -------- TOTAL LIABILITIES 1,675 -------- STOCKHOLDERS' EQUITY Common stock, par $0.001, 75,000,000 shares authorized, 2,600,000 shares issued and outstanding 2,600 Additional Paid in capital 10,400 Deficit accumulated during the development stage (4,028) -------- TOTAL STOCKHOLDERS' EQUITY 8,972 -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,647 ======== The accompanying notes are an integral part of the financial statements. F-10
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS Period from February 3, 2010 (Date of Inception) to May 31, 2010 ----------- GROSS REVENUES $ 0 OPERATING EXPENSES 4,028 ----------- LOSS FROM OPERATIONS (4,028) OTHER EXPENSES 0 ----------- NET LOSS BEFORE INCOME TAXES (4,028) PROVISION FOR INCOME TAXES 0 ----------- NET LOSS $ (4,028) =========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 1,090,598 =========== NET LOSS PER SHARE $ (0.00) =========== The accompanying notes are an integral part of the financial statements. F-11
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY PERIOD FROM FEBRUARY 3, 2010 (INCEPTION) TO MAY 31, 2010 Deficit Accumulated Common Stock Additional During the ----------------------- Paid in Development Shares Amount Capital Stage 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 ========= ========= ========= ========= ========= The accompanying notes are an integral part of the financial statements. F-12
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS Period from February 3, 2010 (Date of Inception) to May 31, 2010 -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss for the period $ (4,028) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Changes in Assets and Liabilities Increase in accrued expenses 600 -------- NET CASH USED IN OPERATING ACTIVITIES (3,428) -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from note payable - related party 1,075 Proceeds from the sale of common stock 13,000 -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 14,075 NET INCREASE IN CASH AND CASH EQUIVALENTS 10,647 CASH AND CASH EQUIVALENTS - BEGINNING 0 -------- CASH AND CASH EQUIVALENTS - ENDING $ 10,647 ======== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 0 ======== Cash paid for income taxes $ 0 ======== The accompanying notes are an integral part of the financial statements. F-13
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS MAY 31, 2010 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, 2010 the Company has accumulated losses of $4,028. 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-14
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS MAY 31, 2010 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, 2010, 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. RECENT ACCOUNTING PRONOUNCEMENTS In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled "Subsequent Events". Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered "issued" when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended February 28, 2010 did not have a significant effect on the Company's financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying financial statements as of May 31, 2010, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC). F-15
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS MAY 31, 2010 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED) 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) 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, 2010. NOTE 3 - ACCRUED EXPENSES Accrued expenses at May 31, 2010 consisted of amounts owed for accounting services. NOTE 4 - NOTE PAYABLE - RELATED PARTY On February 3, 2010, a Director and President, Vanessa Gillis loaned the Company $1,075. The loan is non-interest bearing, unsecured and due upon demand. F-16
GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS MAY 31, 2010 NOTE 5 - INCOME TAXES For the period ended May 31, 2010, 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 $4,000 at May 31, 2010, 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: 2010 ------- Income tax expense at statutory rate $ 1,360 Valuation allowance (1,360) ------- Income tax expense per books $ 0 ======= Net deferred tax assets consist of the following components as of: 2010 ------- NOL Carryover $ 1,360 Valuation allowance (1,360) ------- Net deferred tax asset $ 0 ======= 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 $4,028 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. 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 In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to May 31, 2010 through the date the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements. F-17
DEALER PROSPECTUS DELIVERY OBLIGATION UNTIL ________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THE OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITHRESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows: SEC Registration Fee $ 2.85 Website $ 1,250.00 Accounting Fees and Expenses $ 600.00 EDGAR Fees $ 1,500.00 Auditor Fees and Expenses $ 5,000.00 Legal Fees and Expenses $ 3,500.00 Supplies $ 947.75 Miscellaneous and Bank Charges $ 199.40 ---------- TOTAL $13,000.00 ========== ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows: 1. Article XII of the Bylaws of the company, filed as Exhibit 3.2 to the Registration Statement. 2. Nevada Revised Statutes, Chapter 78. The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended. Name and Address Date Shares Consideration ---------------- ---- ------ ------------- Vanessa Gillis March 31, 2010 1,600,000 $8,000.00 Jessica Bradshw April 28, 2010 1,000,000 $5,000.00 II-1
We issued the aggregate 2,600,000 shares to our officers and directors, both of whom were non U.S. residents. We completed this offering pursuant to Rule 903 of Regulation S under the Securities Act. Each sale of shares was completed as an "offshore transaction", as defined in Rule 902(h) of Regulation S, on the basis that: (i) each officer/director was outside of the United States at the time the offer to purchase the shares was made; and (ii) at the time the subscription agreement for the shares was executed, the officer/director was outside of the United States or we had a reasonable belief that the officer/director was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. Each officer/director represented to us that the officer/director was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person. Each officer/director represented their respective intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificate issued to each officer/director in accordance with Regulation S. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. ITEM 16. EXHIBITS. The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K. Exhibit No. Document Description ----------- -------------------- 3.1 Articles of Incorporation. * 3.2 Bylaws. * 5.1 Opinion of William M. Aul Attorney At Law * 23.1 Consent of Child, Van Wagoner & Bradshaw 23.2 Consent of Counsel is located in legal opinion filed as Exhibit 5.1 99.1 Share Purchase Order Form * 99.2 Private Subscription Agreement * ---------- * Filed previously ITEM 17. UNDERTAKINGS. A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this ( Registration Statement to: (a) include any prospectus required by Section 10(a)(3) of the Securities Act; (b) reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would II-2
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in maximum aggregate offering price set forth in the "CALCULATION OF REGISTRATION FEE" table in the effective registration statement; and (c) include any additional or changed material information with respect to the plan of distribution. (2) That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) For the purpose of determining liability under the Securities Act to any purchaser: Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (ss.ss.230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. PROVIDED HOWEVER, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (5) For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: II-3
(a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 of this chapter; (b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (d) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. B. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Calgary Alberta on this 2nd day of May 2011. GURU HEALTH INC. BY: /s/ Vanessa Gillis --------------------------------------------- Vanessa Gillis, President, Chief Executive Officer, and Member of the Board of Directors BY: /s/ Jessica Bradshaw --------------------------------------------- Jessica Bradshaw, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and member of the Board of Directors. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. BY: /s/ Vanessa Gillis --------------------------------------------- Vanessa Gillis, President, Chief Executive Officer, and Member of the Board of Directors BY: /s/ Jessica Bradshaw --------------------------------------------- Jessica Bradshaw, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and member of the Board of Directors. May 2, 2011 II-5
EXHIBIT INDEX Exhibit No. Document Description ----------- -------------------- 3.1 Articles of Incorporation. * 3.2 Bylaws. * 5.1 Opinion of William M. Aul Attorney At Law * 23.1 Consent of Child, Van Wagoner & Bradshaw 23.2 Consent of Counsel is located in legal opinion filed as Exhibit 5.1 99.1 Share Purchase Order Form * 99.2 Private Subscription Agreement * ---------- * Filed previousl