GMTech Inc 10-K for FY2025
GMTech Inc. (GMTH)
About this 10-K
GMTech Inc filed this 10-K on March 6, 2026, covering the fiscal year ended October 31, 2025 (FY2025).
Headline figures
Fiscal year ended October 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.48M
- up 6487.2% from $52.8K a year earlier
- Net income
- $413.36K
- compared with a net loss of $32.56K a year earlier
- Diluted EPS
- $0.03
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Mark One
For the fiscal year 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 check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
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 check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by checkmark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices
of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $
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 March 6, 2026 | ||
| Common Stock: $0.0001 | |||
TABLE OF CONTENTS
| i |
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) contains “forward-looking statements” that involve substantial risks and uncertainties. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology intended to identify statements about the future.
You should read this Annual Report and the documents that we reference elsewhere in this Annual Report completely and with the understanding that our actual results may differ materially from what we expect as expressed or implied by our forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, those discussed in more detail in Item 1 (Business) and Item 1A (Risk Factors) of Part I and Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Part II of this Annual Report. In light of the significant risks and uncertainties to which our forward-looking statements are subject, you should not place undue reliance on or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. These forward-looking statements represent our estimates and assumptions only as of the date of this Annual Report regardless of the time of delivery of this Annual Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Annual Report.
Unless expressly indicated or the context requires otherwise, references in this Annual Report to “GMTech,” “the Company,” “we,” “our,” and “us” refer to GMTech Inc., a Wyoming corporation, and our consolidated subsidiaries, unless the context indicates otherwise.
| ii |
PART I
Item 1. BUSINESS
In General
GMTech Inc. was incorporated under the laws of the State of Wyoming on October 12, 2023. Through its wholly owned operating subsidiary Shenggang Excellence Limited, the Company engages in sale of smartphones to wholesale and retail customers in Asia, and through its wholly owned operating subsidiary Anptech Inc. (“Anptech”), the Company offers IT consulting services and development solutions for CRM systems, corporate websites, and mobile phone Apps.
Corporate Structure
The following diagram illustrates our corporate structure as of the date of this filing:
| 1 |
Principal Products and Services
Sale of Smartphones
We distribute and sell smartphone products to wholesale and retail customers.
IT consulting services
We provide IT consulting services and development solutions for CRM systems, websites, and mobile phone applications to our clients.
CRM System Development Solutions
1) Developing customized CRM system to cater to the operational and business needs of our clients.
2) Implementing CRM system into our clients’ business model to optimize efficiency of managing their own customers or prospective customers relationship.
3) Providing our clients with the necessary technology, know-how, and support to stay ahead of the competition.
4) Offering technical and information support, guidelines, and assistance to ensure our clients satisfaction with our services.
5) Helping our clients troubleshoot and adjust their systems when necessary to ensure continued success.
6) Providing consultation services regarding our products and services, as well as recommendations for new products and updates.
Website Development Solutions
1) Custom Website Development: Building unique, responsive websites tailored to client requirements.
2) E-commerce Solutions: Developing online stores with secure payment gateways and user-friendly interfaces.
3) Web Application Development: Creating interactive and dynamic web applications to enhance user engagement.
4) Front-end and Back-end Development: Crafting visually appealing user interfaces (“UI”) and robust server-side logic.
5) Web Security: Implementing security measures to protect against cyber threats and ensure data integrity.
Mobile Application Development Solutions
1) iOS and Android App Development: Creating native or cross-platform mobile applications for diverse platforms.
2) UI and User Experience (“UX”) Design: Designing intuitive and visually appealing interfaces for a positive user experience.
3) Enterprise Mobility Solutions: Developing mobile solutions to enhance business processes and employee productivity.
4) Mobile App Testing: Rigorous testing to ensure performance, security, and compatibility across devices.
5) Maintenance and Support: Providing ongoing support, updates, and maintenance services for mobile applications.
6) Integration with APIs and Third-party Services: Connecting apps with external services to extend functionality.
| 2 |
Office
Our business office is located at Room 1534, 15/F., Star House, No.3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong. Our telephone number is +852-36195831.
Website
We have registered and launched a website https://anptechus.com/ to promote our services online.
Employees
We have three employees including Juan Yang, our CEO, Chao Li, our CFO and Mang Hing Lan, our accounting manager. We may hire employees on an as needed basis following the process of implementing our business plan.
Marketing
Our business is focused on the online market, and we intend to utilize various online marketing tools to promote our services effectively. To reach our potential clients, we plan to employ banners, flags, and video advertisements on popular social media platforms such as Facebook, Twitter, Instagram, and YouTube. We will present our services in an organized web catalog that can be easily accessed through our website. Our catalog will be categorized and tagged to facilitate user-friendliness.
We also expect to increase our marketing efforts through our executives’ personal networks and industry association channels which have not, at this point of time, been fully identified. Our executives leverage various resources in performing tasks, including their social connections and referrals from existing clients.
Competition
The Smartphone industry and IT consulting industry are both very competitive and fragmented in the market niche in which our Company operates. There are limited barriers to entry and new competitors frequently enter the market. A significant number of our competitors possess substantially greater resources than we possess. Additionally, we face substantial competition for potential clients and for technical and professional personnel from providers of similar specialties, which range from giant high-tech companies to small workshops.
Government Regulation
We will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.
| 3 |
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments.
Not applicable to smaller reporting companies.
The Company does not have the resources to institute cybersecurity measures at this time.
Item 2. Properties
We do not own any real estate or other properties. We lease an office at Room 1534, 15/F., Star House, No.3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong.
Item 3. Legal Proceedings
We are not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors.
Item 4. Mine Safety Disclosures.
Not applicable.
| 4 |
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
(a) Market Information
There is a limited public market for our common shares. The common shares of the Company are listed on OTC Markets under the ticker symbol of GMTH since June 26, 2024. Prior to that time, there was no public market for our stock.
(b) Holders
As of October 31, 2025, the Company had 12,000,000 shares of our common stock issued and outstanding held by our shareholders.
(c) Dividend Policy
We have never declared or paid any cash dividends on our common stock to date and do not intend to pay cash dividends. We anticipate that we will retain all available funds and any future earnings, if any, for use in the operation of our business and do not anticipate paying cash dividends in the foreseeable future. In addition, future debt instruments may materially restrict our ability to pay dividends on our common stock. Payment of future cash dividends, if any, will be at the discretion of the board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements of then-existing debt instruments and other factors the board of directors deems relevant.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
We have no equity compensation or stock option plans.
(e) Performance Graph
The performance graph has been omitted as permitted under rules applicable to smaller reporting companies.
(f) Recent Sales of Unregistered Securities
There were no recent sales of unregistered shares.
Item 6. [Reserved].
| 5 |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
Revenue
During the year ended October 31, 2025 and 2024, we generated revenues of $3,478,036 and $52,800, respectively. Our revenues during the year ended October 31, 2025 consist solely of our new business of smartphones trades in the Asian market, while our revenues during the year ended October 31, 2024 consist solely of IT consulting services.
Net Income (Loss)
Our net income (loss) for the year ended October 31, 2025 and 2024 were $413,355 and $(32,557), respectively. Operating expenses consist of mainly lease expense, audit fees, professional fees, and administration expenses.
Liquidity and Capital Resources and Cash Requirements
As of October 31, 2025, our total assets were $1,375,643, consisting of cash and cash equivalents of $16,610, merchant receivable of $164,125, related party receivable of $5,121, prepaid and other receivables of $2,168, inventories of $802,159, note receivable of $238,143, rent deposits of $24,356, prepayments of $47,512, property and equipment, net of $2,011, and right of use asset of $73,438.
As of October 31, 2025, our total liabilities were $851,408, consisting of mainly related party payable of $51,382, accrued liabilities of $14,232, deferred revenue of $615,904, taxation payables of $91,049, notes payable of $5,403, and operating lease liability – short term of $62,657 and operating lease liability – long term of $10,781.
As of October 31, 2024, our total assets were $116,861 consisting of cash and cash equivalents of $107,534, prepaid and other receivable of $2,168 and right of use asset of $7,159. As of October 31, 2024, our total liabilities were $7,545 consisting of accounts payable $386 and operating lease liability – short term of $7,159.
The following is a summary of our cash flow activities:
| October 31, 2025 | October 31, 2024 | |||||||
| Net cash provided by/ (used in) operating activities | $ | 142,617 | $ | (54,565 | ) | |||
| Net cash provided used in investing activities | (240,508 | ) | – | |||||
| Net cash provided by/ (used in) financing activities | (5,403 | ) | 140,000 | |||||
| Effect of exchange rate changes on cash and cash equivalents | 1,564 | – | ||||||
| Net change in cash, cash equivalents and restricted cash | $ | (90,924 | ) | $ | 85,435 | |||
| 6 |
Cash Flows from Operating Activities
During the year ended October 31, 2025, cash provided by operating activities reflected net income of $413,355 which was increased for non-cash depreciation expense of $354 and non-cash amortization of right-of-use assets of $61,103.
Key components of working capital include: Merchant receivable increased by $164,125, inventories increased by $802,159, and deferred revenue increased by $615,904, primarily due to an increase in the sale of smartphones.
During the year ended October 31, 2024, we have generated negative cash flows from operating activities of $54,565, consisting of mainly increase in accounts receivable and decrease in accounts payable, deferred revenue and accrued liabilities.
Cash Flows from Investing Activities
During the year ended October 31, 2025, we have used in investing activities of $240,508, which consists of issuance of notes receivable (non-trade) to a non-related party and purchase of property and equipment.
We have not generated cash flows from investing activities during the twelve months ended October 31, 2024.
Cash Flows from Financing Activities
During the year ended October 31, 2025, we have used in financing activities of $5,403, 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 year ended October 31, 2024, we generated positive cash flows from financing activities of $140,000 by issuance of common stock of $140,000.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract with the customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4. Allocate the transaction price. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
| 7 |
Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and does not believe any of these pronouncements will have a material impact on the Company’s financial reporting.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable to smaller reporting companies.
| 8 |
Item 8. Financial Statements and Supplementary Data.
INDEX TO AUDITED FINANCIAL STATEMENTS
| F-1 |
Certified Public Accountants and Advisors
A PCAOB Registered Firm
713-489-5635 bartoncpafirm.com Cypress, Texas
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
GMTech, Inc. and Subsidiaries
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of GMTech, Inc. and Subsidiaries as of October 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of GMTech, Inc. and Subsidiaries as of October 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to GMTech, Inc. and Subsidiaries in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. GMTech, Inc. and Subsidiaries are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as GMTech, Inc. and Subsidiary’s auditor since 2023.
/s/
March 6, 2026
| F-2 |
GMTECH INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| As of October 31, 2025 | As of October 31, 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Merchant receivable | ||||||||
| Related party receivable | ||||||||
| Prepaid and other receivables | ||||||||
| Inventories | ||||||||
| Note receivable | ||||||||
| Prepayment | ||||||||
| Right-of-use asset | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Rent deposits | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use asset | ||||||||
| Total Non-Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Due to - related party | ||||||||
| Accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Taxation payable | ||||||||
| Notes payable | ||||||||
| Operating lease liability - short-term | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Operating lease liability - long-term | ||||||||
| Total Non-Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Equity | ||||||||
| Common stock, $ par value; shares authorized; shares and shares issued and outstanding as of October 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 audited consolidated financial statements.
| F-3 |
GMTECH INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended October 31, 2025 | For the Year Ended October 31, 2024 | |||||||
| Revenue, net | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating Expenses | ||||||||
| Advertising and marketing expenses | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Interest income | ||||||||
| Other income | ||||||||
| Foreign exchange (loss)/gain | ( | ) | ||||||
| Income/loss) before income tax expenses | ( | ) | ||||||
| Income tax expense | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Other comprehensive income (loss) | ||||||||
| Comprehensive income (loss) | $ | $ | ( | ) | ||||
| Net income (loss) per share-Basic and diluted | ||||||||
| Weighted average number of ordinary shares | ||||||||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-4 |
GMTECH INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED OCTOBER 31, 2025 AND 2024
| 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 income | – | |||||||||||||||||||||||
| Foreign exchange gain | – | |||||||||||||||||||||||
| Balance as of October 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 loss | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of October 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-5 |
GMTECH INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year End October 31, 2025 | For the Year End October 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: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Merchant receivable | ( | ) | ||||||
| Related party receivable | ( | ) | ||||||
| Rent deposit | ( | ) | ||||||
| Prepayments | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Right of use asset | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued liabilities | ( | ) | ||||||
| Taxation payable | ||||||||
| Operating lease liability | ( | ) | ||||||
| Due to related party | ||||||||
| Deferred revenue | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities | ||||||||
| Issuance of notes receivable (non-trade) | ( | ) | ||||||
| Cash paid for purchase of property and equipment | ( | ) | ||||||
| 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 | $ | $ | ||||||
| Supplemental Disclosure of non-cash operating activities: | ||||||||
| Right-of-use operating lease assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-6 |
GMTECH INC. AND SUBSIDIARIES
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED OCTOBER 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.
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.
| F-7 |
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.
| F-8 |
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 $
Property, Plant and Equipment, Net
Property, plant and equipment, net, are recognized at cost less accumulated depreciation. Depreciation is generally computed using the straight-line method over the estimated useful lives of the respective assets, as follows:
| Schedule of estimated useful lives | |
| Computer equipment and software |
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.
| F-9 |
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.
c. The entity has discretion in establishing the price for the specified good or service.
| F-10 |
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 year ended October 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.
| F-11 |
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 year ended October 31, 2025, the Company does not generate any revenues from IT consulting services.
| F-12 |
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 October 31,
2025 and October 31, 2024 are $
The following table presents the changes in deferred revenue for the year presented:
| Schedule of deferred revenue | ||||
| Balance at October 31, 2024 | $ | |||
| Customer prepayments received | ||||
| Revenue recognized | ( | ) | ||
| Cash refunds | ( | ) | ||
| Effect of foreign exchange | ( | ) | ||
| Balance at October 31, 2025 | $ |
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.
| F-13 |
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 October 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.
| F-14 |
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. The Company has
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
| F-15 |
Note 4 – Note Receivable
As
of October 31, 2025, the Company had notes receivable of $
Note 5 – Notes Payable
For the year ended October 31, 2025,
the Company has notes payable of $
For the year ended October 31, 2024,
the Company does
Note 6 – Related Party Transactions
For the year ended October 31, 2025,
the former director of the Company Jianting Liu advanced $
During the year ended October 31, 2025,
Zhenzhen Liu, the director of Shenggang Excellence Limited, advanced $
For the year ended October 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 October 31, 2025, and 2024:
| Schedule of inventories | ||||||||
| October 31, 2025 | October 31, 2024 | |||||||
| Smartphones | $ | $ | ||||||
| Total Inventories | $ | $ | ||||||
| F-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 October 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.
| F-17 |
Short-term and long-term ROU assets at October
31, 2025 were and $
Quantitative information regarding the Company’s lease is as follows:
| Schedule of lease costs | ||||||||
| For the Year Ended October 31, 2025 | For the Year Ended October 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 October 31, 2025, future minimum lease payments required under operating lease are as follows:
| Schedule of future minimum lease payments | ||||
| 2025 | $ | |||
| 2026 | ||||
| Total payments | $ |
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 the Year Ended October 31, 2025 | For the Year Ended October 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) | $ | $ | ||||||
| F-18 |
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 the Year Ended October 31, 2025 | For the Year Ended October 31, 2024 | |||||||
| Net profit before income tax | $ | $ | ||||||
| Tax expense at the statutory tax rate | ||||||||
| Tax effect of | ||||||||
| Valuation allowance | ||||||||
| Net operating loss tax assets deduction | ||||||||
| Two-tiered profits tax regime | ( | ) | ||||||
| Income tax expense | $ | $ | ||||||
Deferred Tax Assets
At October 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.
Components of deferred tax assets are as follows:
United States of America
| Schedule of deferred tax assets | ||||||||
| October 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 | $ | $ | ||||||
| F-19 |
Hong Kong
| October 31, 2025 | October 31, 2024 | |||||||
| Deferred tax assets | ||||||||
| Lease liability | $ | $ | ||||||
| Less: Valuation Allowance | ||||||||
| Deferred tax liabilities | ||||||||
| Right-of-use asset | ||||||||
| Net deferred tax assets | $ | $ | ||||||
Note 11 – Major Customers and Concentration of Credit Risk
For the year ended October 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 years ended October 31, 2025 and 2024, none of the Company’s revenue was credit sales.
Note 12 – Concentration of Vendors
For the years ended October 31, 2025 and
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 October 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.
| F-20 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Management’s Report on Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2025, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
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 October 31, 2025, the Company determined that there were control deficiencies that constituted material weaknesses, 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 October 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.
| 9 |
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of October 31, 2025 based on criteria established in Internal Control-Integrated Framework issued by COSO.
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
Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during the year ended October 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
During the year ended October 31, 2025, no director
or officer
We do
not maintain
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
| 10 |
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS
The name, address and position of our present officers and directors are set forth below:
| Name | Age | Position |
| Juan Yang | President and CEO | |
| Chao Li | CFO | |
| Jing Zhou | Director |
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
AUDIT COMMITTEE
We are compliant with the provisions and requirements of an audit committee considering our start-up phase and emerging growth company status.
DIRECTOR NOMINEES
We do not have a nominating committee. Our management plans to select individuals to stand for election as members of our board of directors. We are yet to finalize a policy with regard to the consideration of any director candidates recommended by our security holders. Our board has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when it considers a nominee for a position on our board. If security holders wish to recommend candidates directly to our board, they may do so by communicating directly with our officers at the address specified on the cover of this registration statement.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
We do not currently have an audit committee or a committee performing similar functions. The board of directors as a whole participates in the review of financial statements and disclosure.
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
SIGNIFICANT EMPLOYEES
Ms. Juan Yang, CEO of the Company, is the significant employee of the Company.
| 11 |
Item 11. Executive Compensation.
MANAGEMENT COMPENSATION
The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers and directors for fiscal years October 31, 2025 and 2024:
Summary Compensation Table
| Name and principal position (a) |
Year ended October 31, (b) |
Salary ($) (c) |
Bonus ($) (d) |
Stock Compensation ($) (e) |
Option Awards ($) (f) |
Non-Equity Incentive Plan Compensation ($) (g) |
Nonqualified Deferred Compensation Earnings ($) (h) |
All Other Compensation ($) (i) |
Total ($) (j) |
||||||||||
| Juan Yang | 2025 | – | – | – | – | – | – | – | – | ||||||||||
| Title: President and CEO | 2024 | – | – | – | – | – | – | – | – | ||||||||||
| Chao Li | 2025 | – | – | – | – | – | – | – | – | ||||||||||
| Title: CFO | 2024 | – | – | – | – | – | – | – | – | ||||||||||
| Jing Zhou | 2025 | – | – | – | – | – | – | – | – | ||||||||||
| Title: Director | 2024 | – | – | – | – | – | – | – | – |
Juan Yang, Chao Li and Jing Zhou have not received monetary compensation since our inception to the date of this Form 10-K. We currently do not pay any compensation to any officer or any member of our board of directors. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.
Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
We do not grant
equity awards in anticipation of the release of
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table lists, as of the date of this form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 12,000,000 shares of our common stock issued and outstanding as of the date of this Form 10-K. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
| Title of Class | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage | |||
| Common Stock | Ms. Juan Yang | 2,000,000 Direct ownership of common stock, with sole voting and dispositive power and pecuniary interest | 16.667% | |||
| Common Stock | Mr. Chao Li | – | 0% | |||
| Common Stock | Mr. Jing Zhou | 2,000,000 Direct Ownership of common stock, with sold voting and dispositive power and pecuniary interest | 16.667% |
| 12 |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
For the year ended October 31, 2025, the former director of the Company Jianting Liu advanced $199,750 to the Company on December 9, 2024. All of $199,750 were repaid to Jianting Liu on December 17, 2024.
During the year ended October 31, 2025, Zhenzhen Liu, the director of Shenggang Excellence Limited, advanced $280,005 to the Company. The Company repaid $228,623 during the period. As of October 31, 2025, the balance of this related party payable is $51,382. As of October 31, 2025, the Company has related party receivable of $5,121, which consists solely of petty cash kept by Zhenzhen Liu for payment of daily operation costs incurred by Shenggang Excellence Limited.
For the year ended October 31, 2024, the Company reimbursed $1,987 to the former director of the Company Yuyang Cui for her payment of general and administration expenses incurred by the Company.
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer, Director and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Director will continue to approve any related party transaction.
Item 14. Principal Accountant Fees and Services.
The following table sets forth the fees billed to our company for the years ended October 31, 2025 and 2024 for professional services rendered by BARTON CPA PLLC, the independent auditor:
| Fees | 2025 | 2024 | ||||||
| Audit Fees | $ | 28,000 | $ | 25,000 | ||||
| Audit Related Fees | – | 3,000 | ||||||
| Other Fees | – | – | ||||||
| Total Fees | $ | 28,000 | $ | 28,000 | ||||
| 13 |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
Financial Statements
See Index to Consolidated Financial Statements at Item 8 herein.
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). |
Item 16. Form 10-K Summary.
None.
| 14 |
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 Room 1534, 15/F., Star House, No.3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong.
| GMTECH INC. | |
| March 6, 2026 | By: /s/ Juan Yang |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| March 6, 2026 | By: /s/ Chao Li |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
| Signature | Title | Date | ||
| /s/ Juan Yang | Chief Executive Officer | March 6, 2026 | ||
| Juan Yang |
(Principal Executive Officer) |
|||
| /s/ Chao Li | Chief Financial Officer | March 6, 2026 | ||
| Chao Li |
(Principal Financial and Accounting Officer) |
| 15 |
Exhibit 31.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT 2002
I, Juan Yang, certify that:
1. I have reviewed the Annual Report on Form 10-K 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: March 6, 2026 | ||
| By: /s/ Juan Yang | ||
| Juan Yang | ||
| Chief Executive Officer | ||
Exhibit 31.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT 2002
I, Chao Li, certify that:
1. I have reviewed the Annual Report on Form 10-K 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: March 6, 2026 | ||
| By: /s/ Chao Li | ||
| Chao Li | ||
| Chief Financial Officer | ||
Exhibit 32
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 Annual Report of GMTech Inc. (the “Company”) on Form 10-K for the fiscal year ended October 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Juan Yang, Chief Executive Officer, and 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: March 6, 2026 | ||
| By: /s/ Juan Yang | ||
| Juan Yang | ||
| Chief Executive Officer | ||
| Dated: March 6, 2026 | ||
| By: /s/ Chao Li | ||
| Chao Li | ||
| Chief Financial Officer | ||