-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BWohBz2wn3+4qJcUJTdpTCFw3t9yYcP9PkL9aVpiqdZT2mtuMBzmAfhF0ZncAZ2N 3YxVb/oQl0lA6ldYrHo6qw== 0001165527-10-000495.txt : 20100709 0001165527-10-000495.hdr.sgml : 20100709 20100709114151 ACCESSION NUMBER: 0001165527-10-000495 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Guru Health Inc CENTRAL INDEX KEY: 0001492135 IRS NUMBER: 271833279 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-168037 FILM NUMBER: 10945731 BUSINESS ADDRESS: STREET 1: PO BOX 4470 CITY: LAKE TAHOE (STATELINE) STATE: NV ZIP: 89449-4470 BUSINESS PHONE: 15877776377 MAIL ADDRESS: STREET 1: PO BOX 4470 CITY: LAKE TAHOE (STATELINE) STATE: NV ZIP: 89449-4470 S-1 1 g4204.txt FORM S-1 OF GURU HEALTH, INC. As Filed With the Securities and Exchange Commission on July 9, 2010 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 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: 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 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 $0.01, the registrant believes that the calculations offered pursuant to Rule 457(f)(2) are not applicable and, as such, 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. 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. ================================================================================ 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 _______, 2010 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 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 on a "best efforts" basis by our two officers and directors. We intend to seek inclusion of our common stock for quotation on the OTC Bulletin Board. 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. 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 $9,500 and include filing, legal, accounting, printing and other miscellaneous fees all of which will be paid to unaffiliated third parties from the first proceeds from this offering. THE DATE OF THIS PROSPECTUS IS________________. 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. 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 32 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. 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 seek sponsorship from a FINRA-registered broker-dealer for the Information Statement (under Rule 15c2-11) to be submitted by the broker-dealer to FINRA and apply for quotation on the OTC Bulletin Board. 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. 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: 2-4 WEEKS 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. 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: 12 WEEKS Once our website is operational we will begin to market our products. 4 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 Sports 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 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. 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. 5 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. There is no guarantee that we will ever obtain the sponsorship of a market maker and as a result 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, and initial website costs. These expenses are required in order to initiate and complete our public offering. As of May 31, 2010 ------------------ BALANCE SHEET Total Assets $ 10,647 Total Liabilities $ 1,675 Stockholders Equity $ 8,972 Period from February 3, 2010 (date of inception) to May 31, 2010 ------------ INCOME STATEMENT Revenue $ 0 Total Expenses $ 4,028 Net Loss $ (4,028) 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, after paying the expenses of this offering, 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 SUBSTANTIAL 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 $4,028 of which $1,075 is an incorporation service fee. Our ability to achieve and maintain profitability and positive cash flow is 8 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. Failure to generate revenues and profit will cause us to suspend or cease operations. 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 9 of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of our officers and directors may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders. As a small company, with limited financial resources, you 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 Registration Statement, 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 10 of funding generated for operations; (vi) investor perception of our industry or our prospects; and (vii) general economic trends. In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment. OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock 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 11 shares. Among the factors considered were: (1) our relative cash requirements, (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 Stockholder. 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. 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 (Including 13,000 received from sale of stock to officers) $33,000 $53,000 Offering expenses $ 9,500 $ 9,500 Net proceeds $23,500 $43,500 The net proceeds will be used as follows: Supplements $ 2,000 $ 4,000 Website development $ 2,500 $ 2,500 Marketing and advertising $ 6,000 $15,000 Salaries $ 8,000 $15,000 Audit, accounting and filing fees $ 3,000 $ 3,000 Working capital $ 2,000 $ 4,000 12 Total offering expenses are estimated to be $9,500 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; $303.41 for accounting fees and expenses; $3,500 for auditor fees and expenses; 947.75 for product, $1,250 for our website creation; and $2.84 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.guruhealthinc.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. 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 May 31, 2010, the net tangible book value of our shares of common stock was $8,972 or approximately $ 0.0035 per share based upon 2,600,000 shares outstanding. Our anticipated costs associated with the completion of this offering are approximately $9,500 and so we are further reducing this amount to 13 $0 or approximately $ 0.0000 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 $40,000 or approximately $0.0061 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0061 per share without any additional investment on their part. You will incur an immediate dilution from $0.01 per share to $0.0061 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 $20,000 or approximately $0.0043 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0043 per share without any additional investment on their part. You will incur an immediate dilution from $0.01 per share to $0.0043 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. EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD: Price per share $ 0.005 Net tangible book value per share before offering $ 0.0000 Potential gain to existing shareholders $ 40,000 Net tangible book value per share after offering $ 0.0061 Increase to present stockholders in net tangible book value per share after offering $ 0.0061 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% 14 PURCHASERS OF SHARES IN THIS OFFERING IF ALL 100% SHARES SOLD: Price per share $ 0.01 Dilution per share $ 0.0039 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 $ 0.0057 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. 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. 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, 15 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, 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. 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. 16 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. 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. 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. 17 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 certainty 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 substantial 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 substantial revenues and no substantial 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 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. 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. This will however leave the Company with limited funds available to develop growth strategy. If we are able to achieve consistent revenues within 120 days of the completion of the offering management believes we will be able to maintain and expand operation without raising additional funds. 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. This will however not allow for Vanessa Gillis to work more than 10 hours per week due to lack of a sufficient salary. The Company will be left with limited funds available to develop its growth strategy. If we are able to achieve 18 consistent revenues within 120 days of the completion of the offering management believe we will be able to maintain and expand operations without raising additional funds. 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 Assuming we raise the whole amount in this offering, we believe we can satisfy our cash requirements during the next 12 months. Upon completion of our public offering, our specific goal is to profitably market, sell and distribute product on our website www.guruhealth.com. Our plan of operation is as follows: COMPLETE OUR PUBLIC OFFERING We expect to complete our public offering within 150 days after the effectiveness of our registration statement by the Securities and Exchange Commissions. We intend to concentrate all our efforts on raising capital during this period. We do not plan to begin business operations until we complete our public offering. The 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 $33,000 $53,000 Offering expenses $ 9,500 $ 9,500 Net proceeds $23,500 $43,500 The net proceeds will be used as follows: Supplements $ 2,000 $ 4,000 Website development $ 2,500 $ 2,500 Marketing and advertising $ 6,000 $15,000 Salaries $ 8,000 $15,000 Audit, accounting and filing fees $ 3,000 $ 3,000 Working capital $ 2,000 $ 4,000 19 Once we have completed our offering, our specific business plan for the next 8 months is as follows: DEVELOP OUR WEBSITE (1 MONTH) Upon completion of our public offering, we will have our web designer complete the corporate website along with credit card payment processing services. COMMENCE MARKETING CAMPAIGN (4 MONTHS) Once our website is operational we will begin to market our products. Initially Vanessa Gillis an officer and director of Guru Health will put together a marketing campaign that will include the following: Web marketing: Click-through ads linking to the website will be posted on paid advertising sites related to fitness and health. Flyers and Pamphlets: Print materials will be produced and left at local gyms around Alberta. In addition mailing materials will be available for request online. Sponsorship of sporting events: Guru Health will sponsor local university and semi-professional sporting events in Alberta and, where budget permits, in other provinces in Canada. We intend to spend from $6,000 to $15,000 on initial marketing efforts. It is imperative to our business to get volume up in the short-term as margins increase based on sales capacity. 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 Sports based in Burlington Ontario and at present have the ability to purchase, market and distribute the following products: BETAGEN HP - ORANGE [PHOTO OF BETAGEN HP - ORANGE BOTTLE] DESCRIPTION: Betagen HP is the first formula to combine HMB (Beta-hydroxy beta-methylbutyrate) and Phosphagen brand Creatine Monohydrate along with the Amino Acids Taurine and Glutamine, the two most abundant amino acids in muscle tissue. 20 BetaGen was designed to increase lean mass and strength, suppress muscle protein breakdown following exercise, enhance muscle energetics and recuperation. 100% WHEY PROTEIN 5 LB. (AVAILABLE IN VANILLA AND CHOCOLATE) [PHOTO OF 100% WHEY PROTEIN 5 LBS. BOTTLE] DESCRIPTION: 100% Whey Protein is pure, "instantized" whey protein processed through a series of low-temperature micro- and ultra-filtration steps, producing the cleanest, most intact form of whey protein available. It also means that the greatest possible concentration of bioactive microfractions is preserved. CLA - 90 CAPSULES [PHOTO OF CLA BOTTLE] DESCRIPTION: A special type of omega-6 fatty acid that may help support lean mass and fat loss. A great alternative for athletes sensitive to stimulants containing thermogenic products PHOSPHAGEN 500G [PHOTO OF PHOSPHAGEN BOTTLE] DESCRIPTION: The original creatine monohydrate. This is a versatile and economical product that can be mixed in water, juice or in a Myoplex shake. 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 ------- ---- ----------- ------ Betagen HP 47.95 58.17 21% 100% Whey Protein 5lb 30.95 42.99 39% CLA 17.95 22.99 28% Phosphagen 500mg 16.32 19.99 22% Sales Price was determined by using prices offered by supplimentscanadaonline.com one of the largest online supplement retailers in Canada. 21 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. Break even sales at an average gross margin of 27.5% are approximately $1.15 million. There is no guarantee the Company will be able to reach this level of sales. The Company will continue to make losses until it is able to reach this level of sales. Fixed costs will be substantially lower during the first year of operations due to less complex auditing and fewer employees. The main driver for online supplement revenues is low pricing and marketing. To be able to offer low prices and have a large advertising budget we will require strong sales. Management will be focused on driving sales up through marketing efforts described in the business plan section. SUMMARY In summary, we intend to begin operation and selling our products within 30 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. 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 substantial 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. 22 RESULTS OF OPERATIONS 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 is $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. 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 substantial 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 may 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 untill 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. 23 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 for lower prices than offered by retail stores. We intend to purchase supplements at wholesale prices and mark up to sell to retail consumers throughout Canada and to possibly expand throughout North America at a later date. Initially Vanessa Gillis, president and a director of Guru Health will be responsible for the day to day operations of the company including web content and maintenance, product ordering, marketing, and distribution. MARKETING PLAN Initially Vanessa Gillis an officer and director of Guru Health, will put together a marketing campaign that will include web marketing, flyers/pamphlets and sponsorship of sporting events. See details below: Web marketing: Click-through ads linking to the website will be posted on paid advertising sites related to fitness and health. Flyers and Pamphlets: Print materials will be produced and left at local gyms around Alberta. In addition mailing materials will be available for request online. Sponsorship of sporting events: Guru Health will sponsor local university and semi-professional sporting events in Alberta and, where budget permits, in other provinces in Canada. We intend to spend from $6,000 to $15,000 on initial marketing efforts. It is imperative to our business to get volume up in the short-term as margins increase based on sales capacity. We have not conducted any market research into the likelihood of success of our operations or the acceptance of our products or advisory services 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. 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 24 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. 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. 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. GOVERNMENT REGULATION We are not currently subject to direct federal, state or local regulation and we do not believe that government regulation will have a material impact on the way we conduct our business. 25 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 Executive 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. 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. For the past two years, 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. 26 During the past five 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. For the past three years, 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 BComm in Marketing/Finance. Miss Bradshaw will be helping the company on an as needed basis until the business is in full operations. During the past five years, Miss Bradshaw has not been the subject of the following events: 1. Any bankruptcy petition filed by or against any business of which Miss Bradshaw was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. 2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding. 3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Miss Bradshaw's involvement in any type of business, securities or banking activities. 4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity 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 27 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 are 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$) -------- ---- ----- ----- ----- ----- ----- ----- Vanessa Gillis 2010 0 0 0 0 0 0 President Jessica Bradshaw 2010 0 0 0 0 0 0 Secretary We have no employment agreements with our directors and officers. We do not contemplate entering into any employment agreements until such time as we begin profitable operations. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein. COMPENSATION OF DIRECTORS The members of our board of directors are not compensated for their services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts. 28 DIRECTOR'S COMPENSATION TABLE Fees Earned or Stock Options All Other Paid in Cash Awards Awards Compensation Total Name Year (US$) (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. 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. 29 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. 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: 30 * 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. STOCK TRANSFER AGENT We do not have a stock transfer agent appointed at this time. 31 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 May 31, 2010 Miss Gillis advanced us $1,075 The loan is non-interest bearing, due upon demand and unsecured. LITIGATION We are not currently a party to any legal proceedings. Our address for service of process is at #10-1019 17th Ave SW Calgary Alberta T2T 0A7, Canada 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). 32 GURU HEALTH INC. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS MAY 31, 2010 Report of Independent Registered Public Accounting Firm F-1 Balance Sheet as of May 31, 2010 F-2 Statement of Operations for the period from February 3, 2010 (Date of Inception) to May 31, 2010 F-3 Statement of Changes in Stockholders' Equity as of May 31, 2010 F-4 Statement of Cash Flows for the period from February 3, 2010 (Date of Inception) to May 31, 2010 F-5 Notes to Financial Statements F-6 33 [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-1 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-2 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-3 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-4 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-5 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-6 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-7 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-8 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-9 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 $ 2.84 Website $1,250.00 Accounting Fees and Expenses $ 299.41 Auditor Fees and Expenses $3,500.00 Legal Fees and Expenses $3,500.00 Supplies $ 947.75 --------- TOTAL $9,500.00 ========= 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 foregoing restricted shares of common stock to our officers and directors pursuant to Section 4(2) of the Securities Act of 1933. They are sophisticated investors, our officers and directors, and in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone. 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 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 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. II-2 (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: (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-3 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 8th day of July, 2010. 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. July 8, 2010 II-4 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 EX-3.1 2 ex3-1.txt ARTICLES OF INCORPORATION Exhibit 3.1 ARTICLES OF INCORPORATION ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4298 (775) 684-5708 Website: secretaryofstate.biz Document Number 20100105284-73 Filing Date and Time 02/03/2010 Entity Number E0044372010-1 Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada ARTICLES OF INCORPORATION (PURSUANT TO NRS 78) 1. Name of Corporation: GURU HEALTH INC. 2. Resident Agent Name & Street Address: Nevada Commercial Registered Agents LC. 4231 Dant Blvd Reno, NV, 89509 3. Shares: Number of Shares with par value: 75,000,000 Par value: $.001 Number of Shares without par value: 4. Name & Address of Board Of Directors/Trustees: Vanessa Gillis #10-1019 17th Ave SW Calgary Alberta T2T 0A7 Canada Jessica Bradshaw 23 Edgeland Rise Calgary Alberta Canada 5. Purpose: All lawful business 6. Name, Address & Signature Of Incorporator: Mark Williams, A.V.P. /s/ Mark Williams 8040 Excelsior Drive Suite 200 Madison Wi 53717 7. Certificate of Acceptance I hereby accept appointment as Resident Agent of Appointment of Resident for the above named corporation. Agent: /s/ Mark Williams /Sec/CSR 03-02-2010 Authorized Signature of R.A. Date EX-3.2 3 ex3-2.txt BYLAWS Exhibit 3.2 BYLAWS OF GURU HEALTH INC. (the "Corporation") ARTICLE I: MEETINGS OF SHAREHOLDERS Section 1 - Annual Meetings The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors. Section 2 - Special Meetings Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors. Section 3 - Place of Meetings Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix. Section 4 - Notice of Meetings A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting. Section 5 - Action Without a Meeting Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation. Section 6 - Quorum a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting. b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation. c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting. Section 7 - Voting Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy. Section 8 - Motions No motion proposed at an annual or special meeting need be seconded. Section 9 - Equality of Votes In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder. Section 10 - Dispute as to Entitlement to Vote In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive. Section 11 - Proxy a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a shareholder of the Corporation. b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified 2 for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders. ARTICLE II: BOARD OF DIRECTORS Section 1 - Number, Term, Election and Qualifications a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation. b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation. c) A casual vacancy occurring in the Board may be filled by the remaining Directors. d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly. e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office. Section 2 - Duties, Powers and Remuneration a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws. b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders. 3 Section 3 - Meetings of Directors a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting. b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine. c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting. d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed. e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director. f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director. g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. 4 h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director. i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart. j) All Directors of the Corporation shall have equal voting power. Section 4 - Removal One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose. Section 5 - Committees a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Unless the Articles of Incorporation or Bylaws state otherwise, the Board of Directors may appoint natural persons who are not Directors to serve on such committees authorized herein. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors. b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee. ARTICLE III: OFFICERS Section 1 - Number, Qualification, Election and Term of Office a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one 5 or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director. b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders. c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal. Section 2 - Resignation Any officer may resign at any time by giving written notice of such resignation to the Corporation. Section 3 - Removal Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Section 4 - Remuneration The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders. Section 5 - Conflict of Interest Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict. ARTICLE V: SHARES OF STOCK Section 1 - Certificate of Stock a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares. b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed 6 or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue. c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation. d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. e) If a share certificate: (i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate; (ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or (iii)represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request. Section 2 - Transfers of Shares a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon. b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other 7 claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. Section 3 - Record Date a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw. b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination. Section 4 - Fractional Shares Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares. ARTICLE VI: DIVIDENDS a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series. 8 b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and: (i) a majority of the current shareholders of the class or series to be issued approve the issue; or (ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend. ARTICLE VII: BORROWING POWERS a) The Directors may from time to time on behalf of the Corporation: (i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit, (ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and (iii)mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future). b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine. ARTICLE VIII: FISCAL YEAR The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law. ARTICLE IX: CORPORATE SEAL The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document. 9 ARTICLE X: AMENDMENTS Section 1 - By Shareholders All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose. Section 2 - By Directors The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation. ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be. b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to: (i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan; (ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer; (iii)a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction; (iv) determining the remuneration of the Directors; (v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or (vi) the indemnification of a Director by the Corporation. c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to 10 remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof. d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director. e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct. ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation. ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity. b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition 11 the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity. c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent. CERTIFIED TO BE THE BYLAWS OF: GURU HEALTH INC. per: /s/ Vanessa Gillis -------------------------------- Vanessa Gillis, President 12 EX-5.1 4 ex5-1.txt OPINION & CONSENT OF COUNSEL Exhibit 5.1 William M. Aul Attorney at Law 7676 Hazard Center Drive, Suite 500 San Diego, California 92108 June 22, 2010 Guru Health, Inc. #10-10119 17th Avenue, SW Calgary, Alberta T2T 0A7 Canada RE: Guru Health, Inc. Registration Statement on Form S-1 Dear Directors: I have been retained by Guru Health, Inc., a Nevada corporation (the "Company") in connection with the Registration Statement (the "Registration Statement") on Form S-1, to be filed by the Company with the U.S. Securities and Exchange Commission relating to the Offering of 4,000,000 shares of the Company's Common Stock by the Company. You have requested that I render my opinion as to whether or not the securities proposed to be issued on terms set forth in the Registration Statement will be validly issued, fully paid and non-assessable. In connection with the request, I have examined the following: 1. The Company's Articles of Incorporation as filed with the Nevada Secretary of State; 2. The Registration Statement; 3. The Action of the Board of Directors by Unanimous Written Consent and dated June 21, 2010; and 4. The Certificate of Corporate Officer, dated June 21, 2010. I have examined such other records and documents and have made such other examinations as I have deemed relevant. Based on the above examination, I am of the opinion that the 4,000,000 shares of the Company's Common Stock to be issued pursuant to the Registration Statement are validly authorized and, when issued in accordance with the terms set forth in the Registration Statement, are validly issued, fully paid, and non-assessable under the corporate laws of the State of Nevada. I consent to my name being used in the Registration Statement as having rendered the foregoing opinion and as having represented the Company in connection with the Registration Statement. Sincerely, /s/ William M. Aul --------------------------- William M. Aul EX-23.1 5 ex23-1.txt CONSENT OF ACCOUNTANTS Exhibit 23.1 Child, Van Wagoner & Bradshaw, PLLC CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-1 of our report dated June 21 , 2010, relating to the financial statements of Guru Health Inc. which appears in such Prospectus. We also consent to the reference to us under the heading Experts. /s/ Child, Van Wagoner & Bradshaw, PLLC - ----------------------------------------------- Certified Public Accountants Salt Lake City, Utah July 8, 2010 5296 So. Commerce Dr., Suite 300 o Salt Lake City, Utah 84107-5370 Telephone: (801) 281-4700 o Facsimile: (801) 281-4701 Members: American Institute of Certified Public Accountants * Utah Association of Certified Public Accountants EX-99.1 6 ex99-1.txt SHARE PURCHASE ORDER FORM Exhibit 99.1 PURCHASE ORDER FORM (Subscription Agreement) Guru Health Inc. Dear Sirs: The undersigned (the "Purchaser") acknowledge that I have received and reviewed the Prospectus of Guru Health Inc., dated__________ 2010. Concurrent with execution of this Agreement, the Purchaser is purchasing _______________________________________________ (__________) shares of Common Stock of Guru Health Inc., a Nevada corporation (the "Company") at a price of $0.01 per Share (the "Subscription Price"). Purchaser hereby confirms the subscription for and purchase of said number of shares and hereby agrees to pay herewith the Subscription Price for such Shares. Purchaser further confirms that _________________________________solicited him/her/it to purchase the shares of Common Stock of the Company and no other person participated in such solicitation other than such person(s). MAKE CHECK PAYABLE TO: Guru Health Inc. Executed this _____ day of ___________________, 2010. ____________________________________ ____________________________________ Signature of Purchaser ____________________________________ Address of Purchaser ____________________________________ Printed Name of Purchaser PLEASE ENSURE FUNDS ARE IN US DOLLARS _____________ X $______ = ___________ = US$ ___________________ Number of Shares Purchased Total Subscription Price Form of Payment: Cash:_______ Check #: _________________Other: _________________ Guru Health Inc. By: ____________________________________ Title: ________________________________ -----END PRIVACY-ENHANCED MESSAGE-----