10-Q - HNIT - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe Quarterly Period Ended ### May 31, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ______ to ______

Commission

File Number 333-276237

ACEZTECH

CORPORATION

(Exact name of registrant issuer as specified in its charter)

Nevada	7379	37-2108225
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(Primary<br> Standard Industrial<br><br> <br>Classification<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> Number)

33-01,33rd Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia

(Address of principal executive offices, including zip code)

Issuer’s telephone number: (+60)3 2116 5722

Company

email: aceztechcorp@gmail.com

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large<br> Accelerated Filer ☐	Accelerated<br> Filer ☐	Non-accelerated<br> Filer ☒	Smaller<br> reporting company <br><br>☒
			Emerging<br> growth company <br><br>☒

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE

ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING

FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name on each exchange on which registered
N/A	N/A	N/A

APPLICABLE

ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding on July 10, 2024
Common<br> Stock, $0.001 par value	4,000,000

TABLE

OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM<br> 1.	CONDENSED FINANCIAL STATEMENTS:
	CONDENSED BALANCE SHEETS AS OF MAY 31, 2024 (UNAUDITED) AND NOVEMBER 30, 2023 (AUDITED)	F-1
	CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2024 (UNAUDITED)	F-2
	CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2024 (UNAUDITED)	F-3
	CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED MAY 31, 2024 (UNAUDITED)	F-4
	NOTES TO CONDENSED FINANCIAL STATEMENTS	F-5<br> – F-11
ITEM<br> 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-5
ITEM<br> 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM<br> 4.	CONTROLS AND PROCEDURES	5
PART II	OTHER INFORMATION
ITEM<br> 1	LEGAL PROCEEDINGS	7
ITEM<br> 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM<br> 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM<br> 4	MINE SAFETY DISCLOSURES	7
ITEM<br> 5	OTHER INFORMATION	7
ITEM<br> 6	EXHIBITS	7
SIGNATURES		8

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PART

I — FINANCIAL INFORMATION

ITEM

CONDENSED FINANCIAL STATEMENTS

ACEZTECH

CORPORATION

CONDENSED

BALANCE SHEETS

AS

OF MAY 31, 2024 (UNAUDITED) AND NOVEMBER 30, 2023 (AUDITED)

(CURRENCYEXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	Asof May 31, 2024			As of <br> November 30, 2023
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,894		$	7,319
Accounts Receivable		7,200			-
Prepayment and deposit		4,316			258
TOTAL CURRENT ASSETS		13,410			7,577
NON-CURRENT ASSET
Plant and equipment, net		2,625			2,177
TOTAL NON-CURRENT ASSET		2,625			2,177
TOTAL ASSETS	$	16,035		$	9,754
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accrued liabilities		3,100			3,750
Amount due to a director		17,553			5,124
Deferred revenue		3,300			2,400
TOTAL CURRENT LIABILITIES		23,953			11,274
TOTAL LIABILITIES	$	23,953		$	11,274
SHAREHOLDERS’ EQUITY
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 4,000,000 as of May 31, 2024 and November 30, 2023	$	4,000		$	4,000
Share application money pending allotment		900			-
Accumulated deficit		(12,818	)		(5,520	)
TOTAL SHAREHOLDERS’ EQUITY	$	(7,918	)	$	(1,520	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	16,035		$	9,754

The

accompanying notes are an integral part of these financial statements.

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ACEZTECH

CORPORATION

CONDENSED

STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR

THE THREE AND SIX MONTHS ENDED MAY 31, 2024 (UNAUDITED)

(CURRENCYEXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	Three months <br><br>ended<br> May 31, 2024			Six months<br> ended<br> May 31, 2024
REVENUE	$	6,900		$	13,500
COST OF REVENUE		-			-
GROSS PROFIT	$	6,900		$	13,500
GENERAL AND ADMINISTRATIVE EXPENSES		(10,496	)		(20,798	)
LOSS FROM OPERATION BEFORE INCOME TAX	$	(3,596	)	$	(7,298	)
INCOME TAX EXPENSES		-			-
NET LOSS	$	(3,596	)	$	(7,298	)
OTHER COMPREHENSIVE INCOME		-			-
TOTAL COMPREHENSIVE LOSS	$	(3,596	)	$	(7,298	)
NET LOSS PER SHARE- BASIC AND DILUTED		(0.0009	)		(0.0018	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		4,000,000			4,000,000

The

accompanying notes are an integral part of these financial statements.

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ACEZTECH

CORPORATION

CONDENSED

STATEMENT OF SHAREHOLDERS’ EQUITY

FOR

THE THREE AND SIX MONTHS ENDED MAY 31, 2024

(UNAUDITED)

(CURRENCYEXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	COMMON STOCK				ADDITIONAL		SHARE APPLICATION MONEY
	Number of shares		Amount		PAID-IN<br> CAPITAL		PENDING ALLOTMENT		ACCUMULATED<br> DEFICIT			TOTAL<br> EQUITY
Balance as of August 15, 2023 (Date of Inception)		-	$	-	$	-	$	-	$	-		$	-
Issuance of share capital, founder’s shares		4,000,000		4,000		-		-		-			4,000
Net loss		-		-		-		-		(5,520	)		(5,520	)
Balance as of November 30, 2023		4,000,000		4,000		-		-		(5,520	)		(1,520	)
Net loss		-		-		-		-		(3,702	)		(3,702	)
Balance as of February 29, 2024		4,000,000		4,000		-		-		(9,222	)		(5,222	)
Balance		4,000,000		4,000		-				(9,222	)		(5,222	)
Share application money pending allotment		-		-		-		900		-			900
Net loss		-		-		-		-		(3,596	)		(3,596	)
Balance as of May 31, 2024		4,000,000		4,000		-		900		(12,818	)		(7,918	)
Balance		4,000,000		4,000		-		900		(12,818	)		(7,918	)

The

accompanying notes are an integral part of these financial statements.

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ACEZTECH

CORPORATION

CONDENSED

STATEMENT OF CASH FLOWS

FOR

THE SIX MONTHS ENDED MAY 31, 2024

(UNAUDITED)

(CURRENCYEXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	Six months ended<br><br> <br>May 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,298	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Depreciation expenses		281
Changes in operating assets and liabilities:
Accounts receivable		(7,200	)
Prepayment and deposit		(4,058	)
Accrued liabilities		(650	)
Amount due to a director		12,429
Deferred revenue		900
Net cash used in operating activities	$	(5,596	)
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of plant and equipment		(729	)
Net cash used in investing activity	$	(729	)
CASH FLOWS FROM FINANCING ACTIVITY:
Share application money pending allotment		900
Net cash provided by financing activity	$	900
Effect of exchange rate changes on cash and cash equivalents	$	-
Net decrease in cash and cash equivalents	$	(5,425	)
Cash and cash equivalents, beginning of period		7,319
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,894
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-
Interest paid	$	-

The

accompanying notes are an integral part of these financial statements.

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ACEZTECH

CORPORATION

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED MAY 31, 2024 (UNAUDITED)

(CURRENCYEXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

1.

ORGANIZATION AND BUSINESS BACKGROUND

Aceztech Corporation, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State of Nevada on August 15, 2023.

Aceztech Corporation is headquartered in Kuala Lumpur, Malaysia (herein referred as “Malaysia”). We primarily provide website related services including website development, website design and website maintenance to companies and individual customers in Malaysia and Hong Kong. Our mission is to serve as a trusted partner on our customers’ digital journeys.

The Company’s executive office is located at 33-01, 33rd Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements for Aceztech Corporation for the period ended May 31, 2024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted November 30 as its fiscal year end.

The reporting currency of the Company is United States Dollars (“US$”), which is also the functional currency of the Company.

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 balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

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.

Accounts Receivable

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for credit losses is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for credit losses each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for credit losses. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning December 15, 2022, and early adoption is permitted.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

SCHEDULE

OF ESTIMATED USEFUL LIVES

Classification	Useful<br> Life
Office<br> Equipment	5<br> years

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Revenue Recognition

Revenue is generated through provision of website development and design services to customers. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the wholesale of goods upon the delivery of the finalized website service to the customer.

Earnings Per Share

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

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Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. 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.

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.

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently issued and adopted accounting pronouncements

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

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3.

GOING CONCERN UNCERTAINTIES

The

accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a net loss of $7,298 for the six months ended May 31, 2024 resulting in accumulated deficit of $12,818 and a working capital deficit of $10,543.

The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire funding through public offering. If funding from public offering is insufficient, then the Company shall rely on the financial support from its controlling shareholder.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

4.

PREPAYMENT AND DEPOSIT

SCHEDULE

OF PREPAYMENT AND DEPOSIT

	As of<br> <br>May 31, 2024<br> <br>(Unaudited)		As of<br> <br>November 30, 2023<br> <br>(Audited)
Prepaid expenses		4,253		195
Rental deposit		63		63
Total	$	4,316	$	258

Prepaid expenses as of May 31, 2024 and November 30, 2023 represent the payments made for virtual office rental fee and Edgar filing fee. The rental deposit represents the deposit of the virtual office tenancy agreement.

5.

PLANT AND EQUIPMENT, NET

Plant and equipment consisted of the following as of May 31, 2024 and November 30, 2023:

SCHEDULE

OF PLANT AND EQUIPMENT NET

	As of<br> <br>May 31, 2024<br> <br>(Unaudited)			As of<br> <br>November 30, 2023<br> <br>(Audited)
Office equipment	$	3,062		$	2,333
Less: accumulated depreciation		(437	)		(156	)
Plant and equipment, net	$	2,625		$	2,177

Depreciation

expense for the period ended May 31, 2024 and November 30, 2023 was $281 and $156 respectively.

6.

AMOUNT DUE TO A DIRECTOR

As

of May 31, 2024, the sole director of the Company advanced $17,553 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

Our director, Mr. Tee, has not been compensated for the services.

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7.

ACCRUED LIABILITIES

As

of May 31, 2024, the Company has other accruals of $3,100 which comprises of outstanding audit fees.

8.

SHAREHOLDERS’ EQUITY

On

August 15, 2023, upon the incorporation of the Company, Kae Ren Tee, subscribed 4,000,000 shares of common stock at par value of $0.001 per share for a total subscription value of $4,000.

As

of May 31, 2024, the Company has 4,000,000 shares of common stock issued and outstanding.

During the six months ended May 31, 2024, the Company has not issued any shares.

The

Company has 75,000,000 shares of commons stock authorized.

9.

SHARE APPLICATION MONEY PENDING ALLOTMENT

On

March 5, 2024, an investor signed a subscription agreement with us to subscribe 45,000 shares of common stock in our initial public offering at $0.02 per share for a total consideration of $900. The funds have been fully received by the Company. We would issue the shares to the investor after we closed our initial public offering.

10.

INCOME TAX

The loss from operation before income taxes of the Company for the six months ended May 31, 2024 was comprised of the following:

SCHEDULE

OF LOSS FROM OPERATION BEFORE INCOME TAX

	For the six<br><br> <br>months ended<br><br> <br>May 31, 2024
Tax<br> jurisdictions from:
–<br> Local	$	(7,298	)
Loss<br> from operation before income tax	$	(7,298	)

UnitedStates of America

The

Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of May 31, 2024, the operations in the United States of America incurred $12,818 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2044, if unutilized. The Company has provided for a full valuation allowance of approximately $2,692 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of May 31, 2024 and November 30, 2023:

SCHEDULE

OF DEFERRED TAX ASSETS

	As of <br> May 31, 2024			As of <br> November 30, 2023
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	2,692		$	1,159
Less: valuation allowance		(2,692	)		(1,159	)
Deferred tax assets	$	-		$	-

Management

believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $2,692 as of May 31, 2024.

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11.

CONCENTRATIONS OF RISK

Customer Concentration

For the three months ended May 31, 2024, there was one customer who accounted for more than 10% of the Company’s revenues. The customer who accounted for more than 10% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:

SCHEDULE

OF OUTSTANDING RECEIVABLES BALANCE

	For the three months ended May 31, 2024
	Revenue		Percentage of Revenue			Accounts receivable
Customer B	$	6,000		87	%	$	7,200
Total	$	6,000		87	%	$	7,200

For the six months ended May 31, 2024, there were two customers who accounted for more than 10% of the Company’s revenues. The customers who accounted for more than 10% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:

	For the six months ended May 31, 2024
	Revenue		Percentage of Revenue			Accounts receivable
Customer A	$	6,300		47	%	$	-
Customer B		6,000		44	%		7,200
Total	$	12,300		91	%	$	7,200

12.

SEGMENT REPORTING

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, information technology services business and two reportable segments based on country, Malaysia and Hong Kong.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

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SCHEDULE

OF SEGMENT REPORTING

By Business Unit	Information Technology Services Business			Total
	For the Six Months Ended and<br> <br>As of May 31, 2024
By Business Unit	Information Technology Services Business			Total
Revenue	$	13,500		$	13,500
Cost of revenue		-			-
General and administrative expenses		(20,798	)		(20,798	)
Loss from operations		(7,298	)		(7,298	)
Total assets	$	16,035		$	16,035
Capital expenditure	$	729		$	729

SCHEDULE

OF GEOGRAPHICAL AREAS

By Country	Hong Kong			Malaysia			Total
	For the Six Months Ended and<br><br> <br>As of May 31, 2024
By Country	Hong Kong			Malaysia			Total
Revenue	$	12,300		$	1,200		$	13,500
Cost of revenue		-			-			-
General and administrative expenses		(105	)		(20,693	)		(20,798	)
Loss from operations		12,195			(19,493	)		(7,298	)
Total assets	$	-		$	16,035		$	16,035
Capital expenditure	$	-		$	729		$	729

13.

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after May 31, 2024 up through the date the Company issued the financial statements.

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ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Theinformation contained in this quarter report on Form 10-Q is intended to update the information contained in our Form S-1/A dated February14, 2024, for the period from inception on August 15, 2023 to November 30, 2023 and presumes that readers have access to, and will haveread, the “Management’s Discussion and Analysis” and other information contained in such Form S-1/A. The followingdiscussion and analysis also should be read together with our financial statements and the notes to the financial statements includedelsewhere in this Form 10-Q.

Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of thePrivate Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation,“Management’s Discussion and Analysis” These statements are not guarantees of future performance and involve risks,uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of thedate of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors tocarefully read the factors described in our Form S-1/A registration statement, filed on February 14, 2024, in the section entitled “RiskFactors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-lookingstatements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The followingshould also be read in conjunction with the unaudited Condensed Financial Statements and notes thereto that appear elsewhere in thisreport.

CompanyOverview

Aceztech Corporation, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State of Nevada on August 15, 2023.

The Company’s executive office is located at 33-01, 33rd Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia.

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Resultsof operations

Threemonths ended May 31, 2024

Revenues

For the three months ended May 31, 2024, the Company generated revenue in the amount of $6,900. The revenue generated was from the Company providing website development and design services to the customers.

Generaland Administrative Expenses

For the three months ended May 31, 2024, the Company had general and administrative expenses in the amount of $10,496. These were primarily comprised of legal service fee, audit fees, other professional fees, taxation service fee, service tax and bank charges.

NetLoss

For the three months ended May 31, 2024, the Company has incurred a net loss of $3,596.

Sixmonths ended May 31, 2024

Revenues

For the six months ended May 31, 2024, the Company generated revenue in the amount of $13,500. The revenue generated was from the Company providing website development and design services to the customers.

Generaland Administrative Expenses

For the six months ended May 31, 2024, the Company had general and administrative expenses in the amount of $20,798. These were primarily comprised of legal service fee, audit fees, other professional fees, taxation service fee, service tax and bank charges.

NetLoss

For the six months ended May 31, 2024, the Company has incurred a net loss of $7,298.

Liquidityand Capital Resources

CashUsed in Operating Activities

Net cash used in operating activities was $5,596 for the six months ended May 31, 2024. The cash used in operating activities was attributable to net loss, increase in accounts receivable, increase in prepayment and deposit and decrease in accrued liabilities contra by depreciation expenses, increase in the amount due to our sole director and increase in deferred revenue.

CashUsed in Investing Activity

For the six months ended May 31, 2024, the Company used $729 in investing activity, which was primarily attributable to the purchase of plant and equipment. Specifically, the equipment purchased was office equipment.

CashProvided by Financing Activity

For the six months ended May 31, 2024, the Company generated $900 in financing activity , which was attributable to the share application money pending allotment resulted from the shares subscription by an investor.

Off-BalanceSheet Arrangements

The Company has no off-balance sheet arrangements.

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CriticalAccounting Policies

Recentaccounting pronouncements

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

Item3 Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item4 Controls and Procedures.

DisclosureControls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are 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 Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of May 31, 2024. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of May 31, 2024.

Management’sReport on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

1.	pertain<br> to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
2.	provide<br> reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with<br> U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
3.	provide<br> reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that<br> could have a material effect on the financial statements.

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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.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of May 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

As of May 31, 2024, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

Changesin Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the six months ended May 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART

II — OTHER INFORMATION

Item1. Legal Proceedings

We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information.

Insider Trading Arrangements

During the quarter ended May 31, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”.

ITEM6. Exhibits

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
32.1	Section 1350 Certification of principal executive officer
101.INS	Inline<br> XBRL Instance Document*
101.SCH	Inline<br> XBRL Schema Document*
101.CAL	Inline<br> XBRL Calculation Linkbase Document*
101.DEF	Inline<br> XBRL Definition Linkbase Document*
101.LAB	Inline<br> XBRL Label Linkbase Document*
101.PRE	Inline<br> XBRL Presentation Linkbase Document*
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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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, at the location of Kuala Lumpur, Malaysia, on June 28, 2024.

Aceztech Corporation
By:	/s/ Kae Ren Tee
Name:	Kae<br> Ren Tee
Title:	Chief<br> Executive Officer, Chief Financial Officer, Director
Date:	June 28, 2024

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EXHIBIT31.1

CERTIFICATION

I, Kae Ren Tee, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Aceztech Corporation (the “Company”) for the quarter ended May 31, 2024;

2. Based on my knowledge, this quarterly 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 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-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
b.	Designed<br> such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br> in accordance with generally accepted accounting principles.
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> 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 of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> June 28, 2024	By:	/s/ Kae Ren Tee
---	---	---
	Name:	Kae<br> Ren Tee
	Title:	Chief<br> Executive Officer, Chief Financial Officer, Director

EXHIBIT32.1

CERTIFICATION

PURSUANTTO 18

U.S.C.SECTION 1350,

ASADOPTED

PURSUANTTO

SECTION906 OF THE SARBANES-OXLEY

ACTOF 2002

In connection with the quarterly report of Aceztech Corporation (the “Company”) on Form 10-Q for the period ended May 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)	The<br> Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of<br> the Company.
Date:<br> June 28, 2024	By:	/s/ Kae Ren Tee
---	---	---
	Name:	Kae<br> Ren Tee
	Title:	Chief<br> Executive Officer, Chief Financial Officer, Director

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.