GMTech Inc 10-Q for FY2025 Q3
GMTech Inc. (GMTH)
About this 10-Q
GMTech Inc filed this 10-Q on September 19, 2025, covering the quarter ended July 31, 2025 (FY2025 Q3).
Headline figures
Quarter ended July 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $116.07K
- up 867.3% from $12K a year earlier
- Net loss
- $173.88K
- compared with a net loss of $6048 a year earlier
- Diluted EPS
- -$0.02
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
| 7371 | ||
| (State or other jurisdiction of incorporation or Organization) | (Primary Standard Industrial Classification Code) |
(IRS Employer Identification No.) |
+
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Indicate by checkmark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class | Outstanding as of September 19, 2025 | ||
| Common Stock: $0.0001 | |||
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GMTECH INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| As of July 31, 2025 (Unaudited) | As of October 31, 2024 (Audited) | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Merchant receivable | ||||||||
| Related party receivable | ||||||||
| Prepaid and other receivables | ||||||||
| Inventories | ||||||||
| Note receivable | ||||||||
| Right-of-use asset | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Rent deposits | ||||||||
| Prepayments | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use asset | ||||||||
| Total Non-Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Notes payable - related party | ||||||||
| Accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Taxation payable | ||||||||
| Notes payable | ||||||||
| Operating lease liability | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Operating lease liability | ||||||||
| Total Non-Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Equity | ||||||||
| Common stock, $ par value; shares authorized; shares and shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings/(Accumulated deficit) | ( | ) | ||||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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GMTECH INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For Three Months Ended July 31, 2025 | For Three Months Ended July 31, 2024 | For Nine Months Ended July 31, 2025 | For Nine Months Ended July 31, 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Interest income | ||||||||||||||||
| Other income | ||||||||||||||||
| Income/(loss) before income tax expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expense/(benefit) | ( | ) | ||||||||||||||
| Net income/(loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||||||
| Comprehensive income/(loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Net income/(loss) per share - basic and diluted | $ | ) | $ | $ | $ | |||||||||||
| Weighted average number of common shares | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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GMTECH INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THREE AND NINE MONTHS ENDED JULY 31, 2025 AND 2024 (UNAUDITED)
| Common Stock | Additional paid-in | Retained Earnings/ (Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | capital | Deficit) | Income | Equity | |||||||||||||||||||
| Balance as of October 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Issuance of shares | – | |||||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||||||
| Foreign exchange gain | ||||||||||||||||||||||||
| Balance as of January 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Issuance of shares | – | |||||||||||||||||||||||
| Net income | – | |||||||||||||||||||||||
| Foreign exchange loss | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of April 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Issuance of shares | – | |||||||||||||||||||||||
| Net income | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign exchange loss | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of July 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Common Stock | Additional paid-in | Retained Earnings/ (Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | capital | Earnings) | Income | Equity | |||||||||||||||||||
| Balance as of October 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Issuance of shares | – | |||||||||||||||||||||||
| Net income | – | |||||||||||||||||||||||
| Balance as of January 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Issuance of shares | ||||||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of April 30, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Issuance of shares | – | |||||||||||||||||||||||
| Net income | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of July 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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GMTECH INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For Nine Months Ended July 31, 2025 | For Nine Months Ended July 31, 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by/(used in) operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Merchant receivable | ( | ) | ||||||
| Related party receivable | ( | ) | ( | ) | ||||
| Rent deposit | ( | ) | ||||||
| Prepayments | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Right of use asset - short term | ||||||||
| Property and equipment, net | ( | ) | ||||||
| Right of use asset - long term | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued liabilities | ( | ) | ||||||
| Taxation payable | ||||||||
| Operating lease liability - short-term | ||||||||
| Operating lease liability - long-term | ||||||||
| Deferred revenue | ( | ) | ||||||
| Net cash provided by/(used in) operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities | ||||||||
| Issuance of notes receivable (non-trade) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from promissory notes | ||||||||
| Repayment of promissory notes | ( | ) | ||||||
| Proceeds from promissory notes-related party | ||||||||
| Repayment of promissory notes - related party | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange on cash | ( | ) | ||||||
| Net change in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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GMTECH INC. & SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THREE AND NINE MONTHS ENDED JULY 31, 2025 AND 2024
Note 1 – Organization and Business
GMTech Inc., a Wyoming corporation, (“the Company”) was incorporated under the laws of the State of Wyoming on October 12, 2023. GMTech Inc. is headquartered in New York. The Company engages in sale of smartphones to wholesale and retail customers in Asia through Shenggang Excellence Limited, and provides IT consulting services to customers in North America through Anptech Inc.
GMTech Inc. is the 100% owner of the Company’s operating subsidiary, Anptech Inc., a corporation that was organized under the laws of the State of New York on May 18, 2022. Anptech Inc. was wholly acquired by the Company on October 16, 2023.
On October 1, 2024, the Company acquired
On November 12, 2024, the Company obtained
The Company’s executive office is located at Room 1534, 15/F., Star House, No.3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The financial statements for the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company has adopted October 31 as its fiscal year end.
Basis of Consolidation
The consolidated financial statements are comprised of all of the accounts of GMTech Inc. and its wholly owned subsidiaries including Anptech Inc., Fengyi Global Co., LTD., and Shenggang Excellence Limited. All intercompany accounts and transactions have been eliminated in consolidation.
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Use of Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the consolidated balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Foreign Currency Translation and Transactions
The Company follows ASC 830, Foreign Currency Matters (“ASC 830”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. The functional currency of each entity in the Company is principally determined based on the primary currency of the entity’s revenues. The Company also considers each entity’s transactions with other subsidiaries of the Company. The items included in the separate financial statements of each entity are measured using that functional currency. Transactions in non-functional currencies are recorded as follows:
| · | All transactions are initially recorded at the rate of exchange at the date of the transaction. | |
| · | Monetary assets and liabilities denominated in non-functional currencies are converted to functional currency using the rate of exchange at the consolidated statement of operations date. | |
| · | Non-monetary assets are converted to functional currency at the rate of exchange in effect at the time that the asset was acquired. | |
| · | Gains or losses on the conversion of monetary assets and liabilities are reflected in currency gain (loss) in the consolidated statements of operations. |
Upon consolidation, the consolidated statements of operations of all companies with a functional currency other than the USD are translated from their functional currencies to the USD, the Company’s presentation currency, as follows:
| · | All assets and liabilities are translated at the rate of exchange at the consolidated statement of operations date. | |
| · | All items of income and expense are translated at the average rate of exchange in the month the transaction occurred. | |
| · | Any resulting currency gains or losses are recognized as exchange differences on translation of foreign operations in the consolidated statements of other comprehensive income (loss) and as other components of equity on the consolidated statements of operations. |
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Merchant Receivable
The Company provides online purchase platform that retail customers may place their purchase orders on the platform and make pre-payment via third-party payment system, i.e. WeChat Pay, to the Company. The Company records merchant receivable when third-party payment system delivers the collected pre-payment from retail customers to a third-party licensed Money Service Operator, Cross Border Trade Integrated Service (“CBTIS”). The Company may withdraw the funds in CBTIS to the Company’s bank account, upon which merchant receivable is reclassified to cash and cash equivalents.
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Accounts Receivable
The Company’s accounts receivables arise
from sale of products and provision of services to customers. In general, the Company invoices for products and services rendered at the
time the product or service is provided or the cost incurred. The Company reviews its receivables in accordance with Accounting Standards
Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments (“ASC 326”), which currently has a minimal impact to the Company. In the event the Company does have accounts
receivable, the Company will evaluate each reporting period to provide a reserve against accounts receivable for estimated losses that
may result from a customer’s inability to pay based on customer-specific analysis and general matters such as current assessments
of past due balances, economic conditions and forecasts, and historical credit loss activity. Amounts determined to be uncollectible will
be charged or written-off. The Company had accounts receivable of $
Revenue Recognition
The Company recognizes revenue from agreements and contracts in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct.
The Company currently generates its revenue from the following main sources:
Sale of Smartphones
The Company distributes and sells smartphone products to wholesale and retail customers. For the wholesale of smartphones, the Company typically signs sales contracts with customers which will set forth the terms and conditions including the transaction price, products to be delivered, terms of delivery, and terms of payment. The terms serve as the basis of the performance obligations that the Company shall fulfill in order to recognize revenue. The performance obligations are the delivery of smartphone products to the customers at Company’s inventory warehouse or the customers’ specified location at which point title to that asset passes to the customers. The completion of this earning process is evidenced by a written customer acceptance indicating receipt of the products and confirmation of product quality. Typical payment terms set forth in the sales contract is payment in three installments, with first installment upon the signing of the sales contract, the second installment upon the delivery of the smartphones, and the final installment upon the customer’s confirmation of the quality of the delivered product.
In certain instances, the Company also determines whether it acts as a principal or as an agent in a transaction. Our accounting analysis for principal versus agent follows the two-step evaluation prescribed in ASC 606-10-55-36A to evaluate the nature of our promise and conclude whether we are the principal or agent:
1. Identify the specified good(s) or service(s) provided to the customer (i.e., distinct good(s) or service(s)); and
2. Determine if GMTech controls each specified good or service before that good or service is transferred to the customer.
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Step 1 - Identify the specified good(s) or service(s)
ASC 606-10-55-36 indicates that an entity must determine whether it is a principal or an agent for each specified good or service promised to the customer. As noted in BC24 of ASU 2016-08, “The principal versus agent considerations relate to the application of Step 2 of the revenue recognition model—identify the performance obligations in the contract. Appropriately identifying the good or service to be provided is a critical step in appropriately identifying whether the nature of an entity’s promise is to act as a principal or an agent.”
In determining the specified goods or services provided to our customers, we considered the nature of our promise to customers, the customers’ perspectives and expectations, and our contract with customers. The contracts with customers specify that we will sell smartphone products to the customers. The customers will pay GMTech for the fees incurred on a fixed basis. There is an identified good provided to the customer.
Step 2 - Determine if GMTech controls each specified good or service
In accordance with ASC 606-10-55-37, an entity is a principal if it controls the specific good or service before that good or service is transferred to a customer. The guidance further states that an entity that is a principal may satisfy its performance obligation to provide the specified good or service itself or may engage another party to satisfy some or all of the performance obligation on its behalf.
In accordance with ASC 606-10-55-38 an entity is an agent if the entity’s performance obligation is to arrange for the provision of the specified good or service by another party. An entity that is an agent does not control the specified good or service provided by another party before that good or service is transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified goods or services to be provided by the other party. An entity’s fee or commission might be the net amount of consideration that the entity retains after paying the other party the consideration received in exchange for the goods or services to be provided by that party.
ASC 606-10-55-39 sets forth the following indicators of an entity that controls the specified good or service before it is transferred to the customer and is therefore a principal:
a. The entity is primarily responsible for fulfilling the promise to provide the specified good or service. This typically includes responsibility for the acceptability of the specified good or service (for example, primary responsibility for the good or service meeting customer specifications).
GMTech is primarily responsible to the customer for delivery of smartphone products. GMTech contracts directly with the buyer and is viewed by the buyer as the sole party responsible for fulfilling the buyer’s request. No other party contracts with the buyer or is obligated to satisfy or fulfill the buyer’s request. GMTech considers this relationship critical in understanding the fulfillment obligations and expectations of the buyer.
b. The entity carries the risk before the specified good or service has been transferred to a customer or after the transfer of control to the customer.
GMTech holds the risk of the specified good or service prior to transfer to the customer.
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c. The entity has discretion in establishing the price for the specified good or service.
GMTech is solely responsible for and has latitude to establish the prices charged to the customer.
The Company evaluated the guidance described in ASC 606-10-55-36 through 55-40 and determined it is the principal in these transactions. This requires significant judgement and is based on an assessment of the terms of customer arrangements in accordance with ASC 606. When the Company is the principal in a transaction, revenue is reported on a gross basis, whereas revenues as an agent are reported net of the revenue share. The Company has determined it is the principal in certain transactions in which the Company pays a commission to an agent for sales obtained for products through various advertising measures.
The Company pays commission, ranging from
38% to 58%, of the gross sales of smartphone products to intermediary parties. Such commission costs are recorded as advertising
costs. For the nine months ended July 31, 2025, there were $
IT Consulting Services
The Company provides IT consulting services to businesses on a fixed-price basis. The performance obligations are consulting services to clients for their websites, apps, and/or systems. Revenue is recognized when services are provided over the period of service agreement. Any offsetting costs or expenses are also recognized when services are provided to customers. In certain instances, the Company also determines whether it acts as a principal or as an agent in a transaction. For services sourced through third-party exchanges, our accounting analysis for principal versus agent follows the two-step evaluation prescribed in ASC 606-10-55-36A to evaluate the nature of our promise and conclude whether we are the principal or agent:
1. Identify the specified good(s) or service(s) provided to the customer (i.e., distinct good(s) or service(s)); and
2. Determine if GMTech controls each specified good or service before that good or service is transferred to the customer.
Step 1 - Identify the specified good(s) or service(s)
ASC 606-10-55-36 indicates that an entity must determine whether it is a principal or an agent for each specified good or service promised to the customer. As noted in BC24 of ASU 2016-08, “The principal versus agent considerations relate to the application of Step 2 of the revenue recognition model—identify the performance obligations in the contract. Appropriately identifying the good or service to be provided is a critical step in appropriately identifying whether the nature of an entity’s promise is to act as a principal or an agent.”
In determining the specified goods or services provided to our customers, we considered the nature of our promise to customers, the customers’ perspectives and expectations, and our contract with customers. The contracts with customers specify that we will provide consulting services to the client for the purpose of website development and related services. The client will pay GMTech for the fees incurred on a fixed basis. There is an identified service provided to the customer.
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Step 2 - Determine if GMTech controls each specified good or service
In accordance with ASC 606-10-55-37, an entity is a principal if it controls the specific good or service before that good or service is transferred to a customer. The guidance further states that an entity that is a principal may satisfy its performance obligation to provide the specified good or service itself or may engage another party to satisfy some or all of the performance obligation on its behalf.
In accordance with ASC 606-10-55-38 an entity is an agent if the entity’s performance obligation is to arrange for the provision of the specified good or service by another party. An entity that is an agent does not control the specified good or service provided by another party before that good or service is transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified goods or services to be provided by the other party. An entity’s fee or commission might be the net amount of consideration that the entity retains after paying the other party the consideration received in exchange for the goods or services to be provided by that party.
ASC 606-10-55-39 sets forth the following indicators of an entity that controls the specified good or service before it is transferred to the customer and is therefore a principal:
a. The entity is primarily responsible for fulfilling the promise to provide the specified good or service. This typically includes responsibility for the acceptability of the specified good or service (for example, primary responsibility for the good or service meeting customer specifications).
GMTech is primarily responsible to the customer for projects and services for developed systems, websites and applications. GMTech contracts directly with the buyer and is viewed by the buyer as the sole party responsible for fulfilling the buyer’s request. No other party contracts with the buyer or is obligated to satisfy or fulfill the buyer’s request. GMTech considers this relationship critical in understanding the fulfillment obligations and expectations of the buyer.
b. The entity carries the risk before the specified good or service has been transferred to a customer or after the transfer of control to the customer.
GMTech holds the risk of the specified good or service prior to transfer to the customer.
c. The entity has discretion in establishing the price for the specified good or service.
GMTech is solely responsible for and has latitude to establish the prices charged to the customer.
The Company evaluated the guidance described in ASC 606-10-55-36 through 55-40 and determined it is the principal in these transactions. This requires significant judgement and is based on an assessment of the terms of customer arrangements in accordance with ASC 606. When the Company is the principal in a transaction, revenue is reported on a gross basis, whereas revenues as an agent are reported net of the revenue share. The Company has determined it is the principal in certain transactions in which the Company pays a commission to an agent for sales obtained for products through various advertising measures.
During the nine months ended July 31, 2025, the Company does not generate any revenues from IT consulting services.
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Deferred Revenue
Deferred revenue consists of payments made in
advance of services provided to customers and prepayments for goods not yet delivered. The deferred revenue balances as of July 31, 2025
and October 31, 2024 are $
Lease
The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Right-of-use ("ROU") assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent their obligation to make lease payments arising from the lease. See Note 9 – Operating Lease.
As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.
The lease asset also reflects any prepaid rent, initial direct costs incurred and lease incentives received. The Company’s lease terms may include optional extension periods when it is reasonably certain that those options will be exercised.
Leases with an initial expected term of 12 months or less are not recorded in the consolidated balance sheets and the related lease expense is recognized on a straight-line basis over the lease term. For certain classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed non-lease components.
The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share (“ASC 260”). ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
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Income Taxes
As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company has adopted the provisions of ASC 740 since inception and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the state of New York, as its “major” tax jurisdictions. As of July 31, 2025, the 2020 through 2023 tax years generally remain subject to examination by federal and state authorities.
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.
Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Adopted Accounting Pronouncements
On January 1, 2024, the Company adopted Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, such as accounts receivable. The adoption of ASU 2016-13 did not have a material impact to the Company’s financial statements.
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New Accounting Pronouncements
The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard is effective for annual reporting periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact of this guidance on its disclosures in the consolidated financial statements.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation in the consolidated financial statements and these accompanying notes. The reclassifications did not have a material impact on the Company’s consolidated financial statements and related disclosures. The impact on any prior period disclosures was immaterial.
Note 3 – Acquisition
On October 16, 2023, the Company acquired
The Company accounted for the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"). Under ASU 2017-01, the Company determined that the acquisition was business acquisition. The transfer of Anptech Inc.’s business to the Company was between entities under common control of Yuyang Cui, the former director of the Company. The acquisition was accounted for in a manner similar to a pooling-of-interests with the assets and liabilities of the entities mentioned above carried over at their historical amounts.
On October 1, 2024, the Company obtained
On November 12, 2024, the Company obtained
Note 4 – Note Receivable
As of July 31, 2025, the Company had note receivable
of $
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Note 5 – Notes Payable
For the nine months ended July 31, 2025, the Company
has notes payable of $
For the nine months ended July 31, 2024, the Company
does
Note 6 – Related Party Transactions
For the nine months ended July 31, 2025, the former
director of the Company Jianting Liu advanced $
During the three months ended July 31, 2025, Zhenzhen
Liu, the director of Shenggang Excellence Limited, advanced $
For the nine months ended July 31, 2024, the Company
reimbursed $
Note 7 – Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined on the first-in, first-out basis. Net realizable value is based on estimated selling prices less any estimated costs to be incurred to completion and disposal.
The components of inventories were as follows of July 31, 2025, and 2024:
| Schedule of inventories | ||||||||
| July 31, 2025 | July 31, 2024 | |||||||
| Smartphones | $ | $ | ||||||
| Total Inventories | $ | $ | ||||||
| 16 |
Note 8 – Equity
Common Shares
The Company is authorized to issue shares of common stock with par value of $. All shares have equal voting rights, are non-assessable, and have one vote per share.
On October 13, 2023, the Company issued Yuyang
Cui shares of common stock of the Company at par value of $0.0001 per share for a total value of $
On October 16, 2023, the Company issued Yuyang
Cui shares of common stock of the Company at par value of $0.0001 per share for a total value of $
In the month of February 2024 and March 2024,
the Company issued shares of its common stock at $0.02 per share for total proceeds of $
As of July 31, 2025 and October 31, 2024, the Company has and , respectively, shares of common stock issued and outstanding.
Note 9 – Operating Lease
In September 2023, the Company entered into an office lease for an office at 45 Rockefeller Plaza, New York. The lease expired at the end of September 2024. Since the Company intends to maintain the lease for more than twelve months, the Company was required to classify such lease as operating lease in accordance with the provisions of ASC 842 - Leases. Therefore, the Company recognized operating lease liabilities with corresponding Right-Of-Use ("ROU") assets based on the present value of the minimum rental payments of such lease during the fourth quarter of 2024. The Company terminated this lease on July 31, 2025.
In January 2025, the Company entered into an office lease for an office at Room 1534,15/F., Star House, No.3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong. The lease will expire at the end of December 2026. The Company was required to classify such lease as operating lease in accordance with the provisions of ASC 842 - Leases. Therefore, the Company recognized operating lease liabilities with corresponding ROU assets based on the present value of the minimum rental payments of such lease during the first quarter of 2025.
The Company's lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate. The Company benchmarked itself against other companies of similar credit ratings and comparable credit quality and derived an incremental borrowing rate to discount each of its lease liabilities based on the remaining lease terms.
ROU assets non-current at July 31, 2025 and
October 31, 2024 were $
| 17 |
Quantitative information regarding the Company’s lease is as follows:
| Schedule of lease costs | ||||||||
| For Three Months Ended July 31, 2025 | For Three Months Ended July 31, 2024 | |||||||
| Lease expenses | ||||||||
| Operating lease expenses | $ | $ | ||||||
| Short-term lease expenses | ||||||||
| Total lease cost | $ | $ | ||||||
| Other information | ||||||||
| Cash paid for the amounts included in the measurement of lease liabilities for operating leases: | ||||||||
| Operating cash flows | ||||||||
| Weighted-average remaining lease term (in years): | ||||||||
| Operating lease | ||||||||
| Weighted-average discount rate: | ||||||||
| Operating lease | ||||||||
| For Nine Months Ended July 31, 2025 | For Nine Months Ended July 31, 2024 | |||||||
| Lease expenses | ||||||||
| Operating lease expenses | $ | $ | ||||||
| Short-term lease expenses | ||||||||
| Total lease cost | $ | $ | ||||||
| Other information | ||||||||
| Cash paid for the amounts included in the measurement of lease liabilities for operating leases: | ||||||||
| Operating cash flows | ||||||||
| Weighted-average remaining lease term (in years): | ||||||||
| Operating lease | ||||||||
| Weighted-average discount rate: | ||||||||
| Operating lease | ||||||||
As of July 31, 2025, future minimum lease payments required under operating lease are as follows:
| Schedule of future minimum lease payments | ||||
| 2025 | $ | |||
| 2026 | ||||
| Total payments | $ |
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Note 10 – Income Tax
United States of America
The Company is registered in the State of Wyoming and is subject to United States of America tax law.
The Company records a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with ASC 740, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. The Company has no provision due to only losses to date.
| Schedule of reconciliation of income tax expense | ||||||||
| For Three Months Ended July 31, 2025 | For Three Months Ended July 31, 2024 | |||||||
| Net profit (loss) before income tax | $ | ( | ) | $ | ( | ) | ||
| Tax expense (benefit) at the statutory tax rate | ( | ) | ( | ) | ||||
| Tax effect of | ||||||||
| Valuation allowance | ||||||||
| Net operating loss tax assets deduction | ||||||||
| Income tax expense (benefit) | $ | $ | ||||||
| For Nine Months Ended July 31, 2025 | For Nine Months Ended July 31, 2024 | |||||||
| Net profit (loss) before income tax | $ | ( | ) | $ | ( | ) | ||
| Tax expense (benefit) at the statutory tax rate | ( | ) | ( | ) | ||||
| Tax effect of | ||||||||
| Valuation allowance | ||||||||
| Net operating loss tax assets deduction | ||||||||
| Income tax expense (benefit) | $ | $ | ||||||
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Hong Kong
Shenggang Excellence Limited operates in Hong Kong and is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current period, after deducting a tax concession for the tax year.
| For Three Months Ended July 31, 2025 | For Three Months Ended July 31, 2024 | |||||||
| Net profit (loss) before income tax | $ | ( | ) | $ | ||||
| Tax expense (benefit) at the statutory tax rate | ( | ) | ||||||
| Tax effect of | ||||||||
| Valuation allowance | ||||||||
| Net operating loss tax assets deduction | ||||||||
| Income tax expense (benefit) | $ | ( | ) | $ | ||||
| For Nine Months Ended July 31, 2025 | For Nine Months Ended July 31, 2024 | |||||||
| Net profit (loss) before income tax | $ | $ | ||||||
| Tax expense (benefit) at the statutory tax rate | ||||||||
| Tax effect of | ||||||||
| Valuation allowance | ||||||||
| Net operating loss tax assets deduction | ||||||||
| Income tax expense (benefit) | $ | $ | ||||||
Deferred Tax Assets
At July 31, 2025, the Company had net operating
loss (“NOL”) carry–forwards for Federal income tax purposes of $
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.
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Components of deferred tax assets are as follows:
United States of America
| Schedule of deferred tax assets | ||||||||
| July 31, 2025 | October 31, 2024 | |||||||
| Net Deferred Tax Asset Non-Current: | ||||||||
| Net Operating Loss Carry-Forward | $ | $ | ||||||
| Effective tax rate | ||||||||
| Expected Income Tax Benefit from NOL Carry-Forward | ||||||||
| Less: Valuation Allowance | ( | ) | ( | ) | ||||
| Deferred Tax Asset, Net of Valuation Allowance | $ | $ | ||||||
Hong Kong
| July 31, 2025 | October 31, 2024 | |||||||
| Net Deferred Tax Asset Non-Current: | ||||||||
| Net Operating Loss Carry-Forward | $ | $ | ||||||
| Effective tax rate | ||||||||
| Expected Income Tax Benefit from NOL Carry-Forward | ||||||||
| Less: Valuation Allowance | ||||||||
| Deferred Tax Asset, Net of Valuation Allowance | $ | $ |
Note 11 – Major Customers and Concentration of Credit Risk
For the nine months ended July 31, 2025, the Company
had three customers accounted for approximately
Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, accounts receivable, amounts due from related parties and advances to suppliers. For the three and nine months ended July 31, 2025 and 2024, none of the Company’s revenue was credit sales.
Note 12 – Concentration of Vendors
For the three and nine months ended July 31, 2025,
the Company had one vendor accounted for
For the nine months ended July 31, 2024, the Company
had one vendor accounted for
Note 13 – Commitments and Contingencies
The Company did
Note 14 – Subsequent Event
In accordance with ASC 855, Subsequent Events, (“ASC 855”), the Company has analyzed its operations subsequent to July 31, 2025 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have two employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three and Nine Months Ended July 31, 2025 and 2024
During the three and nine months ended July 31, 2025, we generated revenues of $116,071 and $3,440,039, respectively. Our revenues consist solely of our new business of smartphones trades in the Asian market.
Our net income (loss) for the three and nine months ended July 31, 2025 was $(173,879) and $436,620, respectively. Operating expenses consist of mainly lease expense, audit fees, professional fees, and administration expenses.
During the three and nine months ended July 31, 2024, we generated revenues of $12,000 and $46,800, respectively.
Our net loss for the three and nine months ended July 31, 2024 was $6,048 and $28,177, respectively. Operating expenses consist of mainly lease expense, audit fees, professional fees, and administration expenses.
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Liquidity and Capital Resources
As of July 31, 2025, our total assets were $1,482,604, consisting of cash and cash equivalents of $242,582, merchant receivable of $162,542, related party receivable of $5,733, prepaid and other receivables of $2,168, inventories of $828,130, rent deposit of $23,993, property and equipment, net of $2,108, notes receivable of $118,933, prepayments of $8,697, and right of use asset of $87,718.
As of July 31, 2025, our total liabilities were $949,396, consisting of mainly related party payable of $64,792, accrued liabilities of $32,646, deferred revenue of $641,831, taxation payables of $117,059, notes payable of $5,350, and operating lease liability – short term of $61,208 and operating lease liability – long term of $26,510.
As of July 31, 2024, our total assets were $113,997 consisting of cash and cash equivalents of $109,329, other receivable of $2,500 and prepaid rent of $2,168. As of July 31, 2024, our total liabilities were $301 consisting of accounts payable $301.
Cash Flows from Operating Activities
During the nine months ended July 31, 2025, we have generated positive cash flows from operating activities of $196,567, consisting of mainly increase in merchant receivable, other receivable, rent deposit, loan receivable, right of use asset, inventories, accrued liabilities, operating lease liability short term and long term, taxation payable, and deferred revenue.
During the nine months ended July 31, 2024, we have generated negative cash flows from operating activities of $52,770, consisting of mainly increase in accounts receivable and decrease in accounts payable, deferred revenue and accrued liabilities.
Cash Flows from Investing Activities
During the nine months ended July 31, 2025, we have used in investing activities of $118,933, which consists solely of issuance of notes receivable (non-trade) to a non-related party.
We have not generated cash flows from investing activities during the nine months ended July 31, 2024.
Cash Flows from Financing Activities
During the nine months ended July 31, 2025, we generated positive cash flows from financing activities of $70,142, consisting of proceeds from promissory notes, repayment of promissory notes, proceeds from promissory notes-related party, and repayment of promissory notes - related party.
During the nine months ended July 31, 2024, we generated positive cash flows from financing activities of $140,000 by issuance of common stock of $140,000.
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Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds, operating income, and further issues of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditure relating to: (i) developmental expenses associated with our AI development tool; (ii) marketing expenses; and (iii) expenses for maintaining the Company as a publicly reporting company. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for a smaller reporting company.
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ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of July 31, 2025, the Company determined that there were control deficiencies that constituted material weaknesses which were reported in the Company’s October 31, 2024 Form 10-k filed January 10, 2025 and remained un-remediated as of the current reporting period, as described below.
1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2. We did not maintain appropriate segregation of duties and cash controls – As of July 31, 2025, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
3. We do not have appropriate information technology controls – The Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Further there are no IT controls in place to prevent changes to, or misstatement in, financial reporting.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
Our management will take efforts to remedy the control deficiencies identified as above, including but not limited to engagement of external consultant to design and implement appropriate remedy procedures.
| 25 |
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended July 31, 2025, no director or officer
of the Company
ITEM 6. EXHIBITS
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
| 26 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in Room 1534, 15/F., Star House, No.3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong.
| GMTECH INC. | ||
| September 19, 2025 | By: /s/ Juan Yang | |
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| September 19, 2025 | By: /s/ Chao Li | |
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 27 |
Exhibit 31.1
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 and Exchange Act Rule 13a-14(a)
I, Juan Yang, certify that:
1. I have reviewed the Quarterly Report on Form 10-Q of GMTech Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting as defined in Exchange Act Rules 13a-15d- 15(f) for the registrant and we have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Dated: September 19, 2025 | ||
| By: /s/ Juan Yang | ||
| Juan Yang | ||
| Chief Executive Officer | ||
Exhibit 31.2
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 and Exchange Act Rule 13a-14(a)
I, Chao Li, certify that:
1. I have reviewed the Quarterly Report on Form 10-Q of GMTech Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting as defined in Exchange Act Rules 13a-15d- 15(f) for the registrant and we have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Dated: September 19, 2025 | ||
| By: /s/ Chao Li | ||
| Chao Li | ||
| Chief Financial Officer | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of GMTech Inc. (the “Company”) on Form 10-Q for the quarter ended July 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Juan Yang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: September 19, 2025 | ||
| By: /s/ Juan Yang | ||
| Juan Yang | ||
| Chief Executive Officer | ||
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of GMTech Inc. (the “Company”) on Form 10-Q for the quarter ended July 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chao Li, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: September 19, 2025 | ||
| By: /s/ Chao Li | ||
| Chao Li | ||
| Chief Financial Officer | ||