Filed 2026-03-06 · Period ending 2025-10-31 · 16,910 words · SEC EDGAR
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# GMTech Inc. (GMTH) — 10-K
**Filed:** 2026-03-06
**Period ending:** 2025-10-31
**Accession:** 0001683168-26-001549
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2000762/000168316826001549/)
**Origin leaf:** a944b67c8c4661b869d3e129fbfe2934828c0ef4179da1af43dab804a371fc25
**Words:** 16,910
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**Table of Contents
UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**WASHINGTON, D.C. 20549**
**FORM10-K**
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Mark One
ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2025
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. **000-56709**
**GMTECH INC.**
(Exact name of registrant as specified in its charter)
|
Wyoming |
7371 |
93-3955846 | |
|
(State or other jurisdiction of incorporation or Organization) |
(Primary Standard Industrial
Classification Code) |
(IRS Employer
Identification No.) | |
**Room 1534, 15/F., Star House, No.3 Salisbury
Road**
**Tsim Sha Tsui, Kowloon, Hong Kong 0000**
**+852-36195831**
(Address, including zip code, and telephone number,
including area code, of registrants 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 No
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
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. Yes
No
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).Yes No
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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 managements 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 registrants 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 registrants most recently completed second fiscal quarter. $5,180,000
on April 30, 2025.
Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the most practicable date:
|
Class |
Outstanding as of March 6,
2026 | |
|
Common Stock: $0.0001 |
12,000,000 | |
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**TABLE OF CONTENTS**
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PART I | |
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1 | |
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Item 1. |
Business |
4 | |
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Item 1A. |
Risk Factors |
4 | |
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Item 1B. |
Unresolved Staff Comments |
4 | |
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Item 1C. |
Cybersecurity |
4 | |
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Item 2. |
Properties |
4 | |
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Item 3. |
Legal Proceedings |
4 | |
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Item 4. |
Mine Safety Disclosures |
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PART II | |
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Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
5 | |
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Item 6. |
[Reserved] |
5 | |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
6 | |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
7 | |
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Item 8. |
Financial Statements and Supplementary Data |
F-1 | |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
9 | |
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Item 9A. |
Controls and Procedures |
9 | |
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Item 9B. |
Other Information |
10 | |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection |
10 | |
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PART III | |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
11 | |
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Item 11. |
Executive Compensation |
12 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
12 | |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
13 | |
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Item 14. |
Principal Accountant Fees and Services |
13 | |
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PART IV | |
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Item 15. |
Exhibits and Financial Statement Schedules |
14 | |
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Item 16. |
Form 10-K Summary |
14 | |
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| | i | | |
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**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 (Managements 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.
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| | ii | | |
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**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 atRoom 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.
**Item 1C. Cybersecurity**
****
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.
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| | 4 | | |
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**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.
**Item6. [Reserved].**
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| | 5 | | |
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**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 Companys 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.**
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**INDEX TO AUDITED FINANCIAL STATEMENTS**
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 6968) |
F-2 | |
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CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2025 AND 2024 |
F-3 | |
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CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED OCTOBER 31, 2025 AND 2024 |
F-4 | |
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY FOR THE YEARS ENDED OCTOBER 31, 2025 AND 2024 |
F-5 | |
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CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED OCTOBER 31, 2025 AND 2024 |
F-6 | |
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NOTES TO THE FINANCIAL STATEMENTS |
F-7 | |
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*
**Certified Public Accountants and Advisors**
**A PCAOB Registered Firm**
**713-489-5635 bartoncpafirm.com Cypress, Texas**
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**
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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 entitys 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 theUnitedStates. 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 entitys 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 Subsidiarys
auditor since 2023.
/s/ Barton CPA PLLC
Cypress, Texas
March 6, 2026
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| | F-2 | | |
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**GMTECH INC. AND SUBSIDIARIES**
**CONSOLIDATED BALANCE SHEETS**
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As of October 31, 2025 | | |
As of October 31, 2024 | | |
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Assets | |
| | | |
| | | |
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Current Assets | |
| | | |
| | | |
|
Cash and cash equivalents | |
$ | 16,610 | | |
$ | 107,534 | | |
|
Merchant receivable | |
| 164,125 | | |
| | | |
|
Related party receivable | |
| 5,121 | | |
| | | |
|
Prepaid and other receivables | |
| 2,168 | | |
| 2,168 | | |
|
Inventories | |
| 802,159 | | |
| | | |
|
Note receivable | |
| 238,143 | | |
| | | |
|
Prepayment | |
| 47,512 | | |
| | | |
|
Right-of-use asset | |
| | | |
| 7,159 | | |
|
Total Current Assets | |
| 1,275,838 | | |
| 116,861 | | |
|
| |
| | | |
| | | |
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Non-Current Assets | |
| | | |
| | | |
|
Rent deposits | |
| 24,356 | | |
| | | |
|
Property and equipment, net | |
| 2,011 | | |
| | | |
|
Right-of-use asset | |
| 73,438 | | |
| | | |
|
Total Non-Current Assets | |
| 99,805 | | |
| | | |
|
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| | | |
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Total Assets | |
$ | 1,375,643 | | |
$ | 116,861 | | |
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| | | |
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Liabilities and Stockholders Equity | |
| | | |
| | | |
|
Liabilities | |
| | | |
| | | |
|
Current Liabilities | |
| | | |
| | | |
|
Accounts payable | |
$ | | | |
$ | 386 | | |
|
Due to - related party | |
| 51,382 | | |
| | | |
|
Accrued liabilities | |
| 14,232 | | |
| | | |
|
Deferred revenue | |
| 615,904 | | |
| | | |
|
Taxation payable | |
| 91,049 | | |
| | | |
|
Notes payable | |
| 5,403 | | |
| | | |
|
Operating lease liability - short-term | |
| 62,657 | | |
| 7,159 | | |
|
Total Current Liabilities | |
| 840,627 | | |
| 7,545 | | |
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| | | |
| | | |
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Non-Current Liabilities | |
| | | |
| | | |
|
Operating lease liability - long-term | |
| 10,781 | | |
| | | |
|
Total Non-Current Liabilities | |
| 10,781 | | |
| | | |
|
| |
| | | |
| | | |
|
Total Liabilities | |
| 851,408 | | |
| 7,545 | | |
|
| |
| | | |
| | | |
|
Stockholders' Equity | |
| | | |
| | | |
|
Common stock, $0.0001 par value; 500,000,000 shares authorized; 12,000,000 shares and 12,000,000 shares issued and outstanding as of October 31, 2025 and October 31, 2024, respectively | |
| 1,200 | | |
| 1,200 | | |
|
Additional paid-in capital | |
| 139,300 | | |
| 139,300 | | |
|
Retained earnings/ (Accumulated deficit) | |
| 382,171 | | |
| (31,184 | ) | |
|
Accumulated other comprehensive loss | |
| 1,564 | | |
| | | |
|
Total Stockholders Equity | |
| 524,235 | | |
| 109,316 | | |
|
| |
| | | |
| | | |
|
Total Liabilities and Stockholders Equity | |
$ | 1,375,643 | | |
$ | 116,861 | | |
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 | |
$ | 3,478,036 | | |
$ | 52,800 | | |
|
Cost of revenue | |
| 816,843 | | |
| 9,500 | | |
|
Gross profit | |
| 2,661,193 | | |
| 43,300 | | |
|
| |
| | | |
| | | |
|
Operating Expenses | |
| | | |
| | | |
|
Advertising and marketing expenses | |
| 1,801,930 | | |
| | | |
|
General and administrative expenses | |
| 350,861 | | |
| 75,857 | | |
|
Total operating expenses | |
| 2,152,791 | | |
| 75,857 | | |
|
| |
| | | |
| | | |
|
Interest income | |
| 585 | | |
| | | |
|
Other income | |
| 44 | | |
| | | |
|
Foreign exchange (loss)/gain | |
| (4,924 | ) | |
| | | |
|
| |
| | | |
| | | |
|
Income/loss) before income tax expenses | |
| 504,107 | | |
| (32,557 | ) | |
|
| |
| | | |
| | | |
|
Income tax expense | |
| 90,752 | | |
| | | |
|
| |
| | | |
| | | |
|
Net income (loss) | |
$ | 413,355 | | |
$ | (32,557 | ) | |
|
| |
| | | |
| | | |
|
Other comprehensive income (loss) | |
| 1,564 | | |
| | | |
|
| |
| | | |
| | | |
|
Comprehensive income (loss) | |
$ | 414,919 | | |
$ | (32,557 | ) | |
|
| |
| | | |
| | | |
|
Net income (loss) per share-Basic and diluted | |
| 0.03 | | |
| 0.00 | | |
|
| |
| | | |
| | | |
|
Weighted average number of ordinary shares | |
| 12,000,000 | | |
| 9,083,333 | | |
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 | |
| 12,000,000 | | |
$ | 1,200 | | |
$ | 139,300 | | |
$ | (31,184 | ) | |
$ | | | |
$ | 109,316 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Issuance of shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net income | |
| | | |
| | | |
| | | |
| 413,355 | | |
| | | |
| 413,355 | | |
|
Foreign exchange gain | |
| | | |
| | | |
| | | |
| | | |
| 1,564 | | |
| 1,564 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance as of October 31, 2025 | |
| 12,000,000 | | |
$ | 1,200 | | |
$ | 139,300 | | |
$ | 382,171 | | |
$ | 1,564 | | |
$ | 524,235 | | |
|
| |
| | |
| | |
| | |
| | |
| | |
|
| |
| | |
| | |
| | |
| | |
| | |
|
| |
| | |
| | |
| | |
| | |
| | |
|
| |
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 | |
| 5,000,000 | | |
$ | 500 | | |
$ | | | |
$ | 1,373 | | |
$ | | | |
$ | 1,873 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Issuance of shares | |
| 7,000,000 | | |
| 700 | | |
| 139,300 | | |
| | | |
| | | |
| 140,000 | | |
|
Net loss | |
| | | |
| | | |
| | | |
| (32,557 | ) | |
| | | |
| (32,557 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance as of October 31, 2024 | |
| 12,000,000 | | |
$ | 1,200 | | |
$ | 139,300 | | |
$ | (31,184 | ) | |
$ | | | |
$ | 109,316 | | |
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) | |
$ | 413,355 | | |
$ | (32,557 | ) | |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities: | |
| | | |
| | | |
|
Depreciation and amortization | |
| 354 | | |
| | | |
|
Amortization of right-of-use assets | |
| 61,103 | | |
| | | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
|
Merchant receivable | |
| (164,125 | ) | |
| | | |
|
Related party receivable | |
| (5,121 | ) | |
| | | |
|
Rent deposit | |
| (24,356 | ) | |
| | | |
|
Prepayments | |
| (47,512 | ) | |
| | | |
|
Inventories | |
| (802,159 | ) | |
| | | |
|
Right of use asset | |
| | | |
| (7,159 | ) | |
|
Accounts payable | |
| (386 | ) | |
| (4,208 | ) | |
|
Accrued liabilities | |
| 14,232 | | |
| (3,000 | ) | |
|
Taxation payable | |
| 91,049 | | |
| | | |
|
Operating lease liability | |
| (61,103 | ) | |
| 7,159 | | |
|
Due to related party | |
| 51,382 | | |
| | | |
|
Deferred revenue | |
| 615,904 | | |
| (14,800 | ) | |
|
Net cash provided by (used in) operating activities | |
| 142,617 | | |
| (54,565 | ) | |
|
| |
| | | |
| | | |
|
Cash Flows from Investing Activities | |
| | | |
| | | |
|
Issuance of notes receivable (non-trade) | |
| (238,143 | ) | |
| | | |
|
Cash paid for purchase of property and equipment | |
| (2,365 | ) | |
| | | |
|
Net cash used in investing activities | |
| (240,508 | ) | |
| | | |
|
| |
| | | |
| | | |
|
Cash Flows from Financing Activities | |
| | | |
| | | |
|
Proceeds from sale of common stock | |
| | | |
| 140,000 | | |
|
Proceeds from promissory notes | |
| 161,283 | | |
| | | |
|
Repayment of promissory notes | |
| (155,880 | ) | |
| | | |
|
Proceeds from promissory notes - related party | |
| 199,750 | | |
| | | |
|
Repayment of promissory notes - related party | |
| (199,750 | ) | |
| | | |
|
Net cash provided by financing activities | |
| 5,403 | | |
| 140,000 | | |
|
| |
| | | |
| | | |
|
Effect of foreign exchange on cash | |
| 1,564 | | |
| | | |
|
| |
| | | |
| | | |
|
Net change in cash and cash equivalents | |
| (90,924 | ) | |
| 85,435 | | |
|
Cash and cash equivalents, beginning of period | |
| 107,534 | | |
| 22,099 | | |
|
Cash and cash equivalents, end of period | |
$ | 16,610 | | |
$ | 107,534 | | |
|
| |
| | | |
| | | |
|
Supplemental Disclosure of non-cash operating activities: | |
| | | |
| | | |
|
Right-of-use operating lease assets obtained in exchange for operating lease liabilities | |
$ | 127,382 | | |
$ | | | |
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 Companys
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 100%
ownership of Fengyi Global Co., LTD., which was incorporated in the British Virgin Islands on August 29, 2024. Fengyi Global Co., LTD.
had no operation before its acquisition by the Company.
On November 12, 2024, the Company obtained 100%
ownership of Shenggang Excellence Limited, which was incorporated in Hong Kong on September 2, 2024. Shenggang Excellence Limited had
no operation before its acquisition by the Company.
The Companys 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 entitys revenues. The Company also considers each entitys 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 Companys 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 Companys bank account, upon which merchant receivable is reclassified to cash and cash equivalents.
| | F-8 | | |
Accounts Receivable
The Companys 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 customers 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 $0 and $0 on October 31, 2025 and October 31, 2024, respectively. The
Company did not record an allowance against its accounts receivable at October 31, 2025 and October 31, 2024, as it did not have a material
impact to the Companys consolidated financial statements.
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 |
5 years | |
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 Companys 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 customers 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 modelidentify 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 entitys 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 entitys 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 entitys 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 buyers request. No other party contracts with the buyer or is obligated to satisfy or fulfill the buyers
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 $1,801,930 commission costs paid, and most of the costs results from an intermediary
service contract with a non-related intermediary party, under which the Company pays a commission of 58% of the smartphone sales introduced
by this intermediary party. For the year ended October 31, 2024, there were nil commission costs paid.
*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 modelidentify 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 entitys 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 entitys 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 entitys 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 buyers request. No other party contracts with the buyer or is obligated
to satisfy or fulfill the buyers 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 $615,904 and nil, respectively. Refunds are recorded as reductions of deferred revenue when processed.
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 | |
| 4,507,896 | | |
|
Revenue recognized | |
| (3,478,036 | ) | |
|
Cash refunds | |
| (409,603 | ) | |
|
Effect of foreign exchange | |
| (4,353 | ) | |
|
Balance at October 31, 2025 | |
$ | 615,904 | | |
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 Companys
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 Companys 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 Companys 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 Companys 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.
Basic and Diluted Net Income (Loss) Per Share
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 Companys 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 1 reportable segment at this time.
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 Companys 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 100%
ownership interest in Anptech Inc. by issuance of 2,000,000 shares of common stock to Yuyang Cui, the sole owner of Anptech Inc. The acquisition
closed effective October 16, 2023, and has been treated as a business combination under common control.
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 100%
ownership of Fengyi Global Co., LTD. through stock transfer, which was incorporated in the British Virgin Islands on August 29, 2024.
The consideration for the purchase of stock of Fengyi Global Co., LTD. is zero. Fengyi Global Co., LTD. had no operation, assets or business
activities before its stock being transferred to the Company, and does not meet the definition of a business under ASC 805-10-20
and 805-10-55. The Company accounted for the stock purchase as obtaining a corporate shell.
On November 12, 2024, the Company obtained 100%
ownership of Shenggang Excellence Limited through stock transfer, which was incorporated in Hong Kong on September 2, 2024. The consideration
for the purchase of stock of Shenggang Excellence Limited is zero. Shenggang Excellence Limited had no operation, assets or business activities
before its stock being transferred to the Company, and does not meet the definition of a business under ASC 805-10-20 and
805-10-55. The Company accounted for the stock purchase as obtaining a corporate shell.
| | F-15 | | |
**Note 4 Note Receivable**
As
of October 31, 2025, the Company had notes receivable of $238,143 which
consists of two 12-month notes between the Company and a non-related party with annual interest rate of 4 percent. The notes originated
on July 23, 2025 and September 9, 2025, respectively.
**Note 5 Notes Payable**
For the year ended October 31, 2025,
the Company has notes payable of $5,403, consisting of $5,403 from non-related individual at no interest with a term of twelve months
starting from November 4, 2024. The Company had notes payable of $150,502 from a non-related individual at no interest with a term of
twelve months starting from December 30, 2024, and repaid all of them as of February 3, 2025.
For the year ended October 31, 2024,
the Company does not have any notes payable.
**Note 6 Related Party Transactions**
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.
**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 | |
$ | 802,159 | | |
$ | | | |
|
Total Inventories | |
$ | 802,159 | | |
$ | | | |
| | F-16 | | |
**Note 8 Equity**
****
Common Shares
The Company is authorized to issue 500,000,000
shares of common stock with par value of $0.0001. All shares have equal voting rights, are non-assessable, and have one vote per share.
On October 13, 2023, the Company issued Yuyang
Cui 3,000,000 shares of common stock of the Company at par value of $0.0001 per share for a total value of $300, for the incorporation
cost paid by Yuyang Cui.
On October 16, 2023, the Company issued Yuyang
Cui 2,000,000 shares of common stock of the Company at par value of $0.0001 per share for a total value of $200, for acquisition of all
outstanding 200 shares of Anptech Inc. from Yuyang Cui.
In the month of February 2024 and March 2024,
the Company issued 7,000,000 shares of its common stock at $0.02 per share for total proceeds of $140,000.
As of October 31, 2025 and October 31, 2024, the
Company has 12,000,000 and 12,000,000, 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 nil and $73,438, respectively. Short-term and long-term ROU assets at October 31, 2024 were $7,159 and nil, respectively.
Short-term and long-term operating lease liabilities were $62,657 and $10,781 at October 31, 2025, respectively. Short-term and long-term
operating lease liabilities were $7,159and nil at October 31, 2024, respectively.
Quantitative information regarding the Companys
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 | |
$ | 61,103 | | |
$ | | | |
|
Short-term lease expenses | |
| 5,780 | | |
| 17,412 | | |
|
Total lease cost | |
$ | 66,883 | | |
$ | 17,412 | | |
|
| |
| | | |
| | | |
|
Other information | |
| | | |
| | | |
|
Cash paid for the amounts included in the measurement of lease liabilities for operating leases: | |
| | | |
| | | |
|
Operating cash flows | |
| 61,103 | | |
| 17,412 | | |
|
Weighted-average remaining lease term (in years): | |
| | | |
| | | |
|
Operating lease | |
| 1.17 | | |
| 0.42 | | |
|
Weighted-average discount rate: | |
| | | |
| | | |
|
Operating lease | |
| 5.49% | | |
| 5.49% | | |
As of October 31, 2025, future minimum lease
payments required under operating lease are as follows:
|
Schedule of future minimum lease payments |
|
|
|
| |
|
2025 |
|
$ |
10,805 |
| |
|
2026 |
|
|
64,832 |
| |
|
Total payments |
|
$ |
75,637 |
| |
****
**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 | |
$ | (174,188 | ) | |
$ | (32,557 | ) | |
|
Tax expense (benefit) at the statutory tax rate | |
| (36,579 | ) | |
| (6,837 | ) | |
|
Tax effect of | |
| | | |
| | | |
|
Valuation allowance | |
| 36,579 | | |
| 6,837 | | |
|
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 | |
$ | 678,295 | | |
$ | | | |
|
Tax expense at the statutory tax rate | |
| 111,919 | | |
| | | |
|
Tax effect of | |
| | | |
| | | |
|
Valuation allowance | |
| | | |
| | | |
|
Net operating loss tax assets deduction | |
| | | |
| | | |
|
Two-tiered profits tax regime | |
| (21,167 | ) | |
| | | |
|
Income tax expense | |
$ | 90,752 | | |
$ | | | |
Deferred Tax Assets
At October 31, 2025, the Company had net operating
loss (NOL) carryforwards for Federal income tax purposes of $174,188 from our U.S. entities, including GMTech and
Anptech, that may be offset against future taxable income. No tax benefit has been recorded with respect to these net operating loss carry-forwards
in the accompanying consolidated financial statements as the management of the Company believes that the realization of the Companys
net deferred tax assets of approximately $36,579 was not considered more likely than not and accordingly, the potential tax benefits of
the net loss carry-forwards are offset by the full valuation allowance.
Deferred tax assets consist primarily of the tax
effect of NOL carry-forwards which was used to offset tax payable from prior years 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 | |
$ | 174,188 | | |
$ | 32,577 | | |
|
Effective tax rate | |
| 21.0% | | |
| 21.0% | | |
|
Expected Income Tax Benefit from NOL Carry-Forward | |
| 36,579 | | |
| 6,837 | | |
|
Less: Valuation Allowance | |
| (36,579 | ) | |
| (6,837 | ) | |
|
Deferred Tax Asset, Net of Valuation Allowance | |
$ | | | |
$ | | | |
| | F-19 | | |
*Hong
Kong*
**
|
| |
October 31, 2025 | | |
October 31, 2024 | | |
|
Deferred tax assets | |
| | | |
| | | |
|
Lease liability | |
$ | 12,117 | | |
$ | | | |
|
Less: Valuation Allowance | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Deferred tax liabilities | |
| | | |
| | | |
|
Right-of-use asset | |
| 12,117 | | |
| | | |
|
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 56% of the revenue recorded. For the year ended October 31, 2024,
three customers accounted for 100% of the revenue recorded.
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 Companys 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 100% of the cost of revenue recorded, respectively.
**Note 13 Commitments and Contingencies**
****
The Company did not have any contractual commitments
as of October 31, 2025 and 2024.
**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.**
**Managements 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 Companys 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 Companys 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 Companys 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 managements view that such a committee, including a financial
expert member, is an utmost important entity level control over the Companys 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 managements 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 Companys 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 Companys 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 companys 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 Commissions 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 issuers 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 adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in
Item 408(a) of Regulation S-K.
We do
not maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities
by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws,
rules, and regulations applicable to us. We have failed to do so due to limited number of members of management, limited resources,
and the lack of equity awards granted to management.
**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
companys 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
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Chao Li |
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2025 |
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Title: CFO |
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2024 |
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Jing Zhou |
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2025 |
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Title: Director |
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2024 |
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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 material nonpublic information that is likely to result in changes to the
price of our common stock, and do not time the public release of such information based on award grant dates. During the last
completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business
days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of
a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting
the value of executive compensation.
**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**
|
Exhibit Number |
Description of Exhibits | |
|
|
| |
|
31.1 |
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
|
31.2 |
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
|
32 |
Certification by the Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
|
| |
|
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. | |
|
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| |
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| |
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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 | |
|
|
|
|
|
| |
|
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|
| |
|
/s/ Juan Yang |
|
Chief Executive Officer |
|
March 6, 2026 | |
|
Juan Yang |
|
(Principal Executive Officer) |
|
|
|
|
|
|
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| |
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|
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|
|
| |
|
/s/ Chao Li |
|
Chief Financial Officer |
|
March 6,
2026 | |
|
Chao Li |
|
(Principal Financial and Accounting Officer) |
|
|
| | 15 | | |
****