UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Mark One

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

For the quarterly period ended ~~July~~ January 31, ~~2024~~ 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. ~~333~~ 000-~~275887~~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.)

45 Rockefeller Plaza, 21F, New York

New York 10111

(646) 508-0022

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(g) of the Act: Common Stock par value of $0.0001 per share

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

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

Class		Outstanding as of ~~September~~March 1617, ~~2024~~2025
Common Stock: $0.0001		12,000,000

TABLE OF CONTENTS

		Page
PART 1.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets as of July 31, 2024 (Unaudited) and October 31, 2023	3
	Consolidated Balance Sheets as of January 31, 2025 (Unaudited) and October 31, 2024	3
	Consolidated Statements of Operations for Three and Nine Months Ended July 31, 2024 and 2023 (Unaudited)	4
	Consolidated Statements of Operations for Three Months Ended January 31, 2025 and 2024 (Unaudited)	4
	Consolidated Statements of Stockholders’ Equity for Three and Nine Months Ended July 31, 2024 and 2023 (Unaudited)	5
	Consolidated Statements of Stockholders’ Deficit for Three Months Ended January 31, 2025 and 2024 (Unaudited)	5
	Consolidated Statements of Cash Flows for Nine Months Ended July 31, 2024 and 2023(Unaudited)	6
	Consolidated Statements of Cash Flows for Three Months Ended January 31, 2025 and 2024 (Unaudited)	6
	Notes to the Unaudited Financial Statements	7
	Notes to the Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1417
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1619
Item 4.	Controls and Procedures	1619
PART II.	OTHER INFORMATION	1720
Item 1.	Legal Proceedings	1720
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1720
Item 3.	Defaults Upon Senior Securities	1720
Item 4.	Mine ~~safety~~Safety ~~disclosures~~Disclosures	1720
Item 5.	Other Information	1720
Item 6.	Exhibits	1720
	Signatures	1821

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GMTECH INC. & ~~SUBSIDIARY~~SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of July 31, 2024 (Unaudited)			As of October 31, 2023 (Audited)
	As of January 31, 2025 (Unaudited)			As of October 31, 2024 (Audited)
Assets
Current Assets
Cash	$	~~109~~546,~~329~~627		$	22107,~~099~~534
Other receivable		2,500			–
Prepaid and other receivables		42,168			2,168
Rent deposits		2,168			2,168
Prepaid materials		270,000			–
Total Current Assets		113,997			24,267
Right-of-use asset		2,883			7,159
Total Assets	$	113,997		$	24,267
Total Current Assets		861,678			116,861
Non-Current Assets
Rent deposits		23,725			–
Right-of-use asset		117,970			–
Total Non-Current Assets		141,695			–
Total Assets	$	1,003,373		$	116,861
Liabilities
Current Liabilities
Accounts payable	$	~~301~~386		$	~~4,594~~386
Accrued liabilities		–148,141			~~3,000~~–
Deferred revenue		–802,933			~~14,800~~–
Total Current Liabilities		301			22,394
Notes payable		155,562			–
Total Liabilities		301			22,394
Operating lease liability		62,887			7,159
Stockholders' Equity
Total Current Liabilities		1,169,909			7,545
Common stock, $0.0001 par value; 500,000,000 shares authorized; 12,000,000 shares and 5,000,000 shares issued and outstanding as of July 31, 2024 and October 31, 2023, respectively		1,200			500
Non-Current Liabilities
Additional paid-in capital		139,300			–
Operating lease liability		57,966			–
Retained earnings (accumulated deficit)		(26,804	)		1,373
Total Non-Current Liabilities		57,966			–
Total Stockholders’ Equity		113,696			1,873
Total Liabilities		1,227,875			7,545
Total Liabilities and Stockholders’ Equity	$	113,997		$	24,267
Stockholders' Deficit
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 January 31, 2025 and October 31, 2024, respectively		1,200			1,200
Additional paid-in capital		139,300			139,300
Accumulated deficit		(365,444	)		(31,184	)
Accumulated other comprehensive income		442			–
Total Stockholders’ Deficit		(224,502	)		109,316
Total Liabilities and Stockholders’ Deficit	$	1,003,373		$	116,861

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GMTECH INC. & ~~SUBSIDIARY~~SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For Three Months Ended July 31, 2024			For Three Months Ended July 31, 2023		For Nine Months Ended July 31, 2024			For Nine Months Ended July 31, 2023
	For Three Months Ended January 31, 2025			For Three Months Ended January 31, 2024
Revenue	$	~~12,000~~–		$	3222,~~500~~800	$	~~46,800~~		$	~~82,500~~
Cost of revenue		–			–4,500		~~9,500~~			~~20,000~~
Gross profit		~~12,000~~–			3218,~~500~~300		~~37,300~~			~~62,500~~
Operating Expenses
Advertising and marketing		–239,700			–		–			~~18,000~~
General and administrative expenses		1894,~~048~~606			1016,~~004~~848		~~65,477~~			~~23,506~~
Total operating expenses		18334,~~048~~306			1016,~~004~~848		~~65,477~~			~~41,506~~
Income/(loss) before income tax expenses		(6,048	)		22,496		(28,177	)		20,994
Interest income		45			–
Net income/(loss)	$	(6,048	)	$	22,496	$	(28,177	)	$	20,994
Other income		1			–
Net income per share-Basic and diluted	$	0.00		$	0.00	$	0.00		$	0.00
Income/(loss) before income tax expenses		(334,260	)		1,452
Weighted average number of ordinary shares		12,000,000			5,000,000		8,111,111			5,000,000
Income tax expense		–			469
Net income/(loss)	$	(334,260	)	$	983
Foreign exchange gain		442			–
Comprehensive income (loss)	$	(333,818	)	$	983
Net income (loss) per share-Basic and diluted	$	0.00		$	0.00
Weighted average number of ordinary shares		12,000,000			5,000,000

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GMTECH INC. & ~~SUBSIDIARY~~SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ ~~EQUITY~~DEFICIT

FOR THREE ~~AND NINE~~ MONTHS ENDED ~~JULY~~JANUARY 31, ~~2024~~ 2025 AND 2024 ~~2023~~ (UNAUDITED)

	Common Stock				Additional paid-in		~~Retained earnings (~~Accumulated			~~Total~~Accumulated ~~Stockholders’~~Other Comprehensive			Total Stockholders’
	Shares		Amount		capital		Deficit)			~~Equity~~Income			Deficit
Balance as of October 31, 2023		5,000,000	$	500	$	–	$	1,373		$	1,873
Balance as of October 31, 2024		12,000,000	$	1,200	$	139,300	$	(31,184	)	$	–		$	109,316
Issuance of shares		–		–		–		–			–			–
Net Income		–		–		–		983			983
Net Loss		–		–		–		(334,260	)					(334,260	)
Balance as of January 31, 2024		5,000,000		500		–		2,356			2,856
Foreign exchange gain		–		–		–		–			442			442
Issuance of shares		7,000,000		700		139,300		–			140,000
Balance as of January 31, 2025		12,000,000	$	1,200	$	139,300	$	(365,444	)	$	442		$	(224,502	)
Net Loss		–		–		–		(23,112	)		(23,112	)
Balance as of April 30, 2024		12,000,000	$	1,200	$	139,300	$	(20,756	)	$	119,744
Issuance of shares		–		–		–		–			–
Net Loss		–		–		–		(6,048	)		(6,048	)
Balance as of July 31, 2024		12,000,000	$	1,200	$	139,300	$	(26,804	)	$	113,696
	Common Stock				Additional paid-in		Retained earnings (Accumulated			Total Stockholders’
	Shares		Amount		capital		Deficit)			Equity
Balance as of October 31, 2022		–	$	–	$	–	$	(1,000	)	$	(1,000	)
Issuance of shares		–		–		–		–			–
Net Loss		–		–		–		–			–
Balance as of January 31, 2023		–		–		–		(1,000	)		(1,000	)
Issuance of shares		–		–		–		–			–
Net Loss		–		–		–		(1,502	)		(1,502	)
Balance as of April 30, 2023		–	$	–	$	–	$	(2,502	)	$	(2,502	)
Issuance of shares		–		–		–		–			–
Net Income		–		–		–		22,496			22,496
Balance as of July 31, 2023		–	$	–	$	–	$	19,994		$	19,994

	Common Stock				Additional paid-in		Accumulated		Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		capital		Deficit		Income		Deficit

Balance as of October 31, 2023		5,000,000	$	500	$	–	$	1,373	$	–	$	1,873

Issuance of shares		–		–		–		–		–		–
Net Income		–		–		–		983		–		983

Balance as of January 31, 2024		5,000,000	$	500	$	–	$	2,356	$	–	$	2,856

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GMTECH INC. & ~~SUBSIDIARY~~SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For Nine Months Ended July 31, 2024			For Nine Months Ended July 31, 2023
	For Three Months Ended January 31, 2025			For Three Months Ended January 31, 2024
Cash Flows from Operating Activities
Net (loss) income	$	(28334,~~177~~260	)	$	~~20,994~~983
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by/(used in) operating activities:
Changes in operating assets and liabilities:
Other receivable		(240,~~500~~000	)		–
Accounts payable		(4,293	)		–
Prepaid materials		(270,000	)		–
Accrued liabilities		(3,000	)		–
Rent deposit		(23,725	)		–
Deferred revenue		(14,800	)		–
Right of use asset - short term		4,276			–
Net cash provided by/(used in) operating activities	$	(52,770	)	$	20,994
Right of use asset - long term		(117,970	)		–
Accounts payable		–			669
Accrued liabilities		148,141			(3,000	)
Operating lease liability - short-term		55,728			–
Operating lease liability - long-term		57,966			–
Deferred revenue		802,933			(14,800	)
Net cash provided by/(used in) operating activities		283,089			(16,148	)
Cash Flows from Financing Activities
Proceeds from sale of common stock		140,000			–
Proceeds from notes		155,562			–
Net cash provided by financing activities		~~140~~155,~~000~~562			–
Net change in cash		87,230			20,994
Effect of foreign exchange on cash		442			–
Cash, beginning of period		22,099			–
Net change in cash		439,093			(16,148	)
Cash, end of period	$	109,329		$	20,994
Cash, beginning of period		107,534			22,099
Cash, end of period	$	546,627		$	5,951

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GMTECH INC. & ~~SUBSIDIARY~~SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR ~~NINE~~THREE MONTHS ENDED ~~JULY~~JANUARY 31, ~~2024~~2025 AND ~~2023~~2024

Note 1 – Organization and Business ~~Background~~

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 provides IT consulting services to customers in North America.

GMTech Inc. is the 100% owner of the Company’s operating subsidiary, Anptech Inc., a corporation that was organized under the laws of the State of New York on May 18, 2022. Anptech Inc. was wholly acquired by the Company on October 16, 2023.

On October 1, 2024, the Company acquired 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 Company’s executive office is located at 45 Rockefeller Plaza, 21F, New York, New York 10111.

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., aFengyi ~~wholly~~Global ~~owned~~Co., ~~subsidiary~~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 balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

GMTECH INC. & SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED JANUARY 31, 2025 AND 2024

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 Group is principally determined based on the primary currency of the entity’s revenues. The Group also considers each entity’s transactions with other subsidiaries of the Group. 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 statement of financial position 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 statements of financial position and statements of operations of all companies with a functional currency other than the USD are translated from their functional currencies to the USD, the Group’s presentation currency, as follows:

	·	All assets and liabilities are translated at the rate of exchange at the statement of financial position 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 financial position

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts Receivable

The Company’s accounts receivables arise from provision of services to customers. In general, the Company invoices for services rendered at the time the service is provided or the cost incurred. The Company reviews its receivables in accordance with Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”), which currently has a minimal impact to the Company. In the event the Company does have accounts receivable, the Company will evaluate each reporting period to provide a reserve against accounts receivable for estimated losses that may result from a customer’s inability to pay based on customer-specific analysis and general matters such as current assessments of past due balances, economic conditions and forecasts, and historical credit loss activity. Amounts determined to be uncollectible will be charged or written-off. The Company had accounts receivable of zero on ~~July~~January 31, ~~2024~~2025 and October 31, ~~2023~~2024, respectively. The Company did not record an allowance against its accounts receivable at ~~July~~at January 31, ~~2024~~2025 orand October 31, ~~2023~~2024, as it did not have a material impact to the Company’s consolidated financial statements.

GMTECH INC. & SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED JANUARY 31, 2025 AND 2024

Revenue Recognition

The Company recognizes revenue from service-related 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 performance obligations are consulting services to clients for their websites, apps, and/or systems. Revenue is recognized each month during the service term of each contract. Amounts that have been invoiced are recorded in accounts receivable and in either deferred revenue or revenue in the Company's consolidated financial statements, depending on whether the underlying performance obligation has been satisfied. Deferred revenue consists of payments made in advance of services provided to customers as defined within the contracts. For the ~~nine months ended July 31, 2024,~~ three ~~customers accounted for 100% of the revenue recorded. For the three~~ months ended ~~July~~January 31, ~~2024~~2025, ~~one customer accounted for 100% of~~ the ~~revenue~~Company ~~recorded.~~had ~~For~~two ~~the~~contracted ~~nine~~customers ~~months ended~~with ~~July~~none ~~31, 2023, three customers accounted for 100%~~ of ~~the~~ revenue recorded. For the three months ended ~~July~~January 31, ~~2023~~2024, two customers accounted for 100% of the revenue recorded. The Company had accounts receivable of zero on ~~July~~January 31, ~~2024~~2025 and October 31, ~~2023~~2024, respectively. The Company had contract liabilities, which consist of deferred revenue, of $0802,933 and $~~14,800~~0 on ~~July~~January 31, ~~2024~~2025 and October 31, ~~2023~~2024, respectively.

The Company provides IT consulting services to businesses on a fixed-price basis. Revenue is recognized when services are provided over the period of service agreement. Any offsetting costs or expenses are also recognized when services are provided to customers. In certain instances, the Company also determines whether it acts as a principal or as an agent in a transaction. For services sourced through third-party exchanges, our accounting analysis for principal versus agent follows the two-step evaluation prescribed in ASC 606-10-55-36A to evaluate the nature of our promise and conclude whether we are the principal or agent:

1. Identify the specified good(s) or service(s) provided to the customer (i.e., distinct good(s) or service(s)); and

2. Determine if GMTech controls each specified good or service before that good or service is transferred to the customer.

Step 1 - Identify the specified good(s) or service(s)

ASC 606-10-55-36 indicates that an entity must determine whether it is a principal or an agent for each specified good or service promised to the customer. As noted in BC24 of ASU 2016-08, “The principal versus agent considerations relate to the application of Step 2 of the revenue recognition model—identify the performance obligations in the contract. Appropriately identifying the good or service to be provided is a critical step in appropriately identifying whether the nature of an entity’s promise is to act as a principal or an agent.”

In determining the specified goods or services provided to our customers, we considered the nature of our promise to customers, the customers’ perspectives and expectations, and our contract with customers. The contracts with customers specify that we will provide consulting services to the client for the purpose of website development and related services. The client will pay GMTech for the fees incurred on a fixed basis. There is an identified service provided to the customer.

GMTECH INC. & SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED JANUARY 31, 2025 AND 2024

Step 2 - Determine if GMTech controls each specified good or service

In accordance with ASC 606-10-55-37, an entity is a principal if it controls the specific good or service before that good or service is transferred to a customer. The guidance further states that an entity that is a principal may satisfy its performance obligation to provide the specified good or service itself or may engage another party to satisfy some or all of the performance obligation on its behalf.

In accordance with ASC 606-10-55-38 an entity is an agent if the entity’s performance obligation is to arrange for the provision of the specified good or service by another party. An entity that is an agent does not control the specified good or service provided by another party before that good or service is transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified goods or services to be provided by the other party. An entity’s fee or commission might be the net amount of consideration that the entity retains after paying the other party the consideration received in exchange for the goods or services to be provided by that party.

ASC 606-10-55-39 sets forth the following indicators of an entity that controls the specified good or service before it is transferred to the customer and is therefore a principal:

a. The entity is primarily responsible for fulfilling the promise to provide the specified good or service. This typically includes responsibility for the acceptability of the specified good or service (for example, primary responsibility for the good or service meeting customer specifications).

GMTech is primarily responsible to the customer for projects and services for developed systems, websites and applications. GMTech contracts directly with the buyer and is viewed by the buyer as the sole party responsible for fulfilling the buyer’s request. No other party contracts with the buyer or is obligated to satisfy or fulfill the buyer’s request. GMTech considers this relationship critical in understanding the fulfillment obligations and expectations of the buyer.

b. The entity carries the risk before the specified good or service has been transferred to a customer or after the transfer of control to the customer.

GMTech holds the risk of the specified good or service prior to transfer to the customer.

c. The entity has discretion in establishing the price for the specified good or service.

GMTech is solely responsible for and has latitude to establish the prices charged to the customer.

The Company evaluated the guidance described in ASC 606-10-55-36 through 55-40 and determined it is the principal in these transactions. This requires significant judgement and is based on an assessment of the terms of customer arrangements in accordance with ASC 606. When the Company is the principal in a transaction, revenue is reported on a gross basis, whereas revenues as an agent are reported net of the revenue share. The Company has determined it is the principal in certain transactions in which the Company pays a commission to an agent for sales obtained for products through various advertising measures. The Company pays a 30% commission of the gross sales of the service paid. Such commission costs are recorded as advertising costs. For the ~~nine~~three months ended ~~July~~January 31, 2025 and 2024, there were no$239,700 and $0 commission costs paid, respectively.

GMTECH INC. & SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED JANUARY 31, 2025 AND 2024

Deferred Revenue

Deferred revenue consists of payments made in advance of services provided to customers. The deferred revenue balances as of ~~July~~January 31, ~~2024~~2025 and October 31, ~~2023~~2024 are $0802,933 and $140,~~800,~~ respectively.

Lease

The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Right-of-use ("ROU") assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent their obligation to make lease payments arising from the lease. See Note 6 – Operating Lease.

As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.

The lease asset also reflects any prepaid rent, initial direct costs incurred and lease incentives received. The Company’s lease terms may include optional extension periods when it is reasonably certain that those options will be exercised.

Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet 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.

Income Taxes

As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company has adopted the provisions of ASC 740 since inception and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the state of New York, as its “major” tax jurisdictions. As of ~~July~~January 31, ~~2024~~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.

GMTECH INC. & SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED JANUARY 31, 2025 AND 2024

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

InOn ~~February~~January ~~2016~~1, 2024, the ~~Financial~~Company ~~Accounting~~adopted ~~Standards~~Accounting ~~Board~~Standards Update (“~~FASB~~ASU”) ~~issued~~2016-13 ~~Accounting~~Financial ~~Standards~~Instruments ~~Update~~– ~~2016-02~~Credit ~~Leases~~Losses (Topic ~~842~~326): Measurement of Credit Losses on Financial Instruments (“~~ASU~~ASC ~~2016-02~~326”). ~~which~~This ~~supersedes Topic~~standard ~~840,~~replaced ~~Leases.~~the ~~ASU~~incurred ~~2016-02~~loss ~~applies~~methodology towith ~~all~~an ~~entities~~expected loss methodology that ~~enter~~is ~~into~~referred ~~leases.~~to ~~The~~as ~~new~~the ~~standard~~current ~~establishes~~expected acredit ~~right-of-use~~loss ~~model~~ (~~ROU~~“CECL”) ~~that~~ methodology. CECL requires aan ~~lessee~~estimate toof ~~recognize~~credit alosses ~~ROU~~for the remaining estimated life of the financial asset using historical experience, current conditions, and ~~lease~~reasonable ~~liability~~and onsupportable ~~the~~forecasts and ~~balance~~generally ~~sheet~~applies ~~for~~to ~~all~~financial ~~leases~~assets ~~with~~measured at amortized cost, such as accounts receivable. The adoption of ASU 2016-13 did not have a ~~term~~material ~~longer~~impact ~~than~~to 12the ~~months~~Company’s financial statements.

The Company adopted ASU 2016-02 during the year ended October 31, 2023. ASU 2016-02 contains certain practical expedients, which the Company has elected. The Company has elected to exempt all leases that qualify as short-term leases (leases not longer than 12 months).

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. At July 31, 2024, the Company’s accounts receivable balance was zero. The adoption of ASU 2016-13 did not have a material impact to the Company’s financial statements.

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 or financial position.

10In 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.

~~Note 3 – Acquisition~~Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation in the consolidated financial statements and these accompanying notes. The reclassifications did not have a material impact on the Company’s consolidated financial statements and related disclosures. The impact on any prior period disclosures was immaterial.

Note 3 – Going Concern

For the three months ended January 31, 2025, the Company incurred a net loss of $334,260 and suffered a working capital deficit of $308,231 as of January 31, 2025.

Management’s plans in this regard are to raise debt or equity financing as required which the Company has been able to finance the operations through a series of equity and debt financings and additional funds is still required to fund the Company’s anticipated business expansion. There can be no assurance that a viable business opportunity that can be adequately financed will be identified and available to the Company. Additional equity and/or debt financing is subject to the global financial markets and prevailing economic conditions, which have recently been volatile and distressed. These factors will likely make it more challenging to obtain financing for the Company going forward. These matters and conditions indicate the existence of a material uncertainty that causes substantial doubt about the Company’s ability to continue as going concern.

GMTECH INC. & SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED JANUARY 31, 2025 AND 2024

Note 4 – 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 ~~sole~~former director of the Company. The acquisition was accounted for in a manner ~~similar~~ similar to a pooling-of-interests with the assets and liabilities of the entities mentioned above carried over at their historical amounts.

~~Note~~On 4October –1, ~~Related~~2024, ~~Party~~the ~~Transactions~~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.

~~For~~On ~~the~~November ~~nine months ended July 31~~12, 2024, the ~~sole~~Company obtained 100% ~~director~~ownership of ~~the~~Shenggang ~~Company,~~Excellence ~~Yuyang~~Limited ~~Cui~~through ~~advanced~~stock $2transfer,~~000~~ which was incorporated in ~~February~~Hong Kong on September 2, 2024. toThe consideration for the ~~Company~~purchase ~~for~~of ~~general~~stock ~~and~~of ~~administration~~Shenggang ~~expenses~~Excellence ~~incurred~~Limited ~~by the~~is ~~Company~~zero. ~~All~~Shenggang ofExcellence ~~the~~Limited ~~advances~~had ~~were~~no ~~repaid~~operation, toassets ~~Yuyang~~or ~~Cui~~business inactivities before ~~May~~its ~~2024.~~stock Asbeing oftransferred ~~July~~to ~~31,~~the ~~2024~~Company, and does not meet the ~~balance~~definition of ~~related~~a ~~party~~“business” ~~transactions~~under ASC 805-10-20 and is805-10-55. ~~zero~~The Company accounted for the stock purchase as obtaining a corporate shell.

~~For~~Note ~~the~~5 ~~nine~~– ~~months~~Notes ended July 31, 2023, the sole director of the Company, Yuyang Cui advanced $800 to the Company for the payment of incorporation cost of the Company’s subsidiary Anptech Inc. All of the advances were repaid to Yuyang Cui in November 2023. The amount is recorded in the current liabilities section of the balance sheet.Payable

~~Note~~For the three months ended January 31, 2025, the Company has notes payable of $155,562, consisting of 1) $150,171 from a non-related individual at no interest with a term of twelve months starting from December 30, 2024; and 2) $5,391 –from ~~Equity~~another non-related individual at no interest with a term of twelve months starting from November 4, 2024.

For the three months ended January 31, 2024, the Company does not have any notes payable.

Note 6 – Related Party Transactions

For the three months ended January 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.

For the three months ended January 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 – 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 ~~July~~January 31, 2025 and October 31, 2024, the Company has 12,000,000 and 12,000,000, respectively, shares of common stock issued and outstanding.

1113

~~Note~~GMTECH 6INC. –& ~~Operating Lease~~SUBSIDIARIES

InNOTES ~~September~~TO ~~2023,~~THE ~~the~~UNAUDITED ~~Company~~CONSOLIDATED ~~entered~~FINANCIAL ~~into an office lease for an office at 45 Rockefeller Plaza, New York. The lease expires at the end of September 2024.~~STATEMENTS

~~The~~FOR ~~Company~~THREE ~~has~~MONTHS ~~determined~~ENDED ~~that~~JANUARY ~~the~~31, ~~lease~~2025 isAND ~~short-term in nature and will not record a ROU asset and lease liability on the balance sheet.~~2024

~~Total~~Note ~~rent~~8 ~~expense~~– ~~for~~Operating ~~operating leases was approximately $13,077 and $12,051 for the nine months ended July 31, 2024 and 2023, respectively.~~Lease

~~Note~~In 7September –2023, ~~Income~~the ~~Tax~~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.

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, Kowoon, Hong Kong. The lease will expire at the end of December 2026. The Company was required to classify such lease as operating lease in accordance with the provisions of ASC 842 - Leases. Therefore, the Company recognized operating lease liabilities with corresponding ROU assets based on the present value of the minimum rental payments of such lease during the first quarter of 2025.

The Company's lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate. The Company benchmarked itself against other companies of similar credit ratings and comparable credit quality and derived an incremental borrowing rate to discount each of its lease liabilities based on the remaining lease terms.

ROU assets at January 31, 2025 and October 31, 2024 were $120,853 and $7,159. Short-term and long-term operating lease liabilities were $62,887 and $57,966 at January 31, 2025, respectively. Short-term and long-term operating lease liabilities were $7,159 and $0 at October 31, 2024, respectively.

Quantitative information regarding the Company’s lease is as follows:

Schedule of lease costs
	For Three Months Ended January 31, 2025		For Three Months Ended January 31, 2024
Lease expenses
Operating lease expenses	$	9,734	$	–
Short-term lease expenses		–		4,335
Total lease cost		9,734		4,335
Other information
Cash paid for the amounts included in the measurement of lease liabilities for operating leases:
Operating cash flows		9,734		–
Weighted-average remaining lease term (in years):
Operating lease		1.88		1.42
Weighted-average discount rate:
Operating lease		5.49%		–

As of January 31, 2025, future minimum lease payments required under operating lease are as follows:


2025	$	62,887
2026		57,966
Total payments	$	120,853

GMTECH INC. & SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED JANUARY 31, 2025 AND 2024

Note 9 – 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.

Reconciliation of income tax expense	For Nine Months Ended July 31, 2024			For Nine Months Ended July 31, 2023
Schedule of reconciliation of income tax expense
Net profit (loss) before income tax	$	(28,177	)	$	20,994
	For Three Months Ended January 31, 2025			For Three Months Ended January 31, 2024
Tax expense (benefit) at the statutory tax rate		(5,917	)		4,409
Net profit (loss) before income tax	$	(61,058	)	$	1,452
Tax expense (benefit) at the statutory tax rate		(12,822	)		305
Tax effect of
Valuation allowance		512,~~917~~822			–
Net operating loss tax assets deduction		–			–
Income tax expense (benefit)	$	–		$	~~4,409~~305

Hong Kong

Shenggang Excellence Limited operates in Hong Kong and is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current period, after deducting a tax concession for the tax year.

	For Three Months Ended January 31, 2025			For Three Months Ended January 31, 2024
Net profit (loss) before income tax	$	(273,202	)	$	–
Tax expense (benefit) at the statutory tax rate		(22,539	)		–
Tax effect of
Valuation allowance		22,539			–
Net operating loss tax assets deduction		–			–
Income tax expense (benefit)	$	–		$	–

Deferred Tax Assets

At ~~July~~January 31, ~~2024~~2025, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $26334,~~804~~260 that may be offset against future taxable income through 2040. 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 Company’s net deferred tax assets of approximately $535,~~629~~361 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 year’s operations. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.

1215

GMTECH INC. & SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED JANUARY 31, 2025 AND 2024

United States of America

Components of deferred tax assets are as follows:

Schedule of deferred tax assets	~~July 31, 2024~~			~~October 31, 2023~~
	January 31, 2025			October 31, 2024
Net Deferred Tax Asset Non-Current:
Net Operating Loss Carry-Forward	$	2661,~~804~~058		$	–32,557
Effective tax rate		21.0%			21.0%
Expected Income Tax Benefit from NOL Carry-Forward		512,~~629~~822			–6,837
Less: Valuation Allowance		(512,~~629~~822	)		–(6,837	)
Deferred Tax Asset, Net of Valuation Allowance	$	–		$	–

~~Note~~Hong ~~8 – Major Customers and Concentration of Credit Risk~~Kong

For the nine months ended July 31, 2024, three customers accounted for 100% of the Company’s total revenues. For the nine months ended July 31, 2023, three customers accounted for 100% of the Company’s total revenues.

	January 31, 2025			October 31, 2024
Net Deferred Tax Asset Non-Current:
Net Operating Loss Carry-Forward	$	273,202		$	–
Effective tax rate		8.25%			–%
Expected Income Tax Benefit from NOL Carry-Forward		22,539			–
Less: Valuation Allowance		(22,539	)		–
Deferred Tax Asset, Net of Valuation Allowance	$	–		$	–

~~Financial~~Note ~~instruments~~10 ~~which~~– ~~potentially~~Major ~~subject the~~Customers ~~Company to concentrations of credit risk consist principally of cash~~ and ~~cash equivalents, accounts receivable, amounts due from related~~Concentration ~~parties and advances to suppliers. For the nine months ended July 31, 2024 and 2023, none~~ of ~~the~~Credit ~~Company’s revenue was credit sales.~~Risk

~~Note~~For 9the –three ~~Commitments~~months ~~and~~ended ~~Contingencies~~January 31, 2025, the Company had two contracted customers with unrecorded revenue. For the three months ended January 31, 2024, two customers accounted for 100% of the revenue recorded.

~~The~~Financial instruments which potentially subject the Company ~~did~~to ~~not~~concentration ~~have~~of ~~any~~credit ~~contractual~~risk ~~commitments as~~consist principally of ~~July~~cash and cash equivalents, accounts receivable, amounts due from related parties and advances to suppliers. For the three months ended January 31, ~~2024~~2025 and ~~2023~~2024, none of the Company’s revenue was credit sales.

Note 1011 – ~~Subsequent~~Commitments ~~Event~~and Contingencies

InThe ~~accordance with ASC 855, Subsequent Events, (“ASC 855”), the~~ Company ~~has~~did ~~analyzed its operations subsequent to July 31, 2024 to the date these financial statements were issued and has determined that it does~~ not have any ~~material~~contractual ~~subsequent events to disclose in these financial statements. Subsequent events~~commitments ~~were~~as ~~reviewed~~of ~~through~~January ~~September 16~~31, 2025 and 2024.

13Note 12 – Subsequent Event

On February 10, 2025, Yuyang Cui signed an agreement with Juan Yang and Jianting Liu in which Yuyang Cui agreed to sell Juan Yang and Jianting Liu, in a private transaction, 1,000,000 and 1,000,000 of common shares of the Company.

On February 13, 2025, Yuyang Cui resigned from her positions as Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director of the Company, and the Company appointed Juan Yang as Chief Executive Officer, Treasurer and Secretary, and appointed Chao Li as Chief Financial Officer of the Company.

On February 24, 2025, Jianting Liu resigned from his position as Director of the Company, and the Company appointed Jing Zhou as Director of the Company.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

Results of Operation

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three ~~and Nine~~ Months Ended ~~July~~January 31, ~~2024~~2025 and ~~2023~~2024

During the three ~~and nine~~ months ended ~~July~~January 31, 2025 and 2024, we generated revenues of $~~12,000~~0 and $4622,800, respectively.

Our net income (loss) for the three ~~and nine~~ months ended ~~July~~January 31, 2025 and 2024 was $6(334,~~048~~260) and $281,~~177~~452, respectively. Operating expenses consist of mainly ~~lease~~commission expense, lease expense, audit fees, professional fees, and administration expenses.

During the three and nine months ended July 31, 2023, we generated revenues of $32,500 and $82,500, respectively.

Our net income for the three and nine months ended July 31, 2023 was $22,496 and $20,994, respectively. Operating expenses consist of mainly lease expense, professional fees, and administration expenses.

Liquidity and Capital Resources

As of ~~July~~January 31, ~~2024~~2025, our total assets were $~~113~~1,~~997~~ 003,373 consisting of cash and cash equivalents of $~~109~~546,~~329~~627, ~~other~~prepaid ~~receivable~~materials of $2270,~~500~~000, prepaid and ~~prepaid~~other ~~rent~~receivables of $242,168, rent deposit of $23,725, and right of use asset of $120,853. As of ~~July~~January 31, ~~2024~~2025, our total liabilities were $~~301~~1,169,909 consisting of mainly accrued liabilities of ~~accounts~~$148,141, ~~payable~~deferred revenue of $~~301~~802,933, other payables of $155,562, and operating lease liability – short term of $62,887.

1417

Cash Flows from Operating Activities

During the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025, we we have generated ~~negative~~positive cash flows from operating activities of $52283,~~770~~089, consisting of mainly increase in ~~accounts~~other receivable, ~~and decrease~~prepaid inmaterials, ~~accounts~~right of use asset, other payable, ~~deferred~~accrued ~~revenue~~liabilities, operating lease liability short term and ~~accrued~~long ~~liabilities~~term, and deferred revenue.

During the ~~nine~~three months ended ~~July~~January 31, ~~2023~~2024, we we have generated ~~positive~~negative cash flows from operating activities of $2016,~~994~~148, consisting of increase in accounts payable and decrease in accrued liabilities.

Cash Flows from Investing Activities

We have not generated cash flows from investing activities during the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025 and ~~2023~~2024.

Cash Flows from Financing Activities

During the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025, we we have generated positive cash flows from financing activities of ~~$140~~155,~~000~~562, byconsisting ~~issuance~~ of ~~common~~proceeds ~~stock~~from ofnotes. ~~$140~~We have not generated cash flows from financing activities during the three months ended January 31,~~000~~ 2024.

During the nine months ended July 31, 2023, we have not generated cash flows from financing.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds, operating income, and further ~~issuances~~issues of securities. Our working ~~capital~~ capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital ~~expenditures~~expenditure relating to: (i) developmental expenses associated with our AI development tool; (ii) marketing expenses; and (iii) expenses for maintaining the Company as a publicly reporting company. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~July~~January 31, ~~2024~~2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the ~~nine~~three month period ended ~~July~~January 31, ~~2024~~2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1619

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025, no director or officer of the Company adopted or terminated a “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.

ITEM 6. 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.
32.1	Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by the 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).

~~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)~~20

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).

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 45 Rockefeller Plaza, 21F, New York, NY 10111.

	GMTECH INC.
September 16, 2024	By: /s/ Yuyang Cui
March 17, 2025	By: /s/ Juan Yang
	President, Treasurer and Secretary
	Chief Executive Officer
	(Principal Executive, Financial and Accounting Officer)
	(Principal Executive Officer)
March 17, 2025	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.~~21

Signature	Title	Date
/s/ Yuyang Cui
Yuyang Cui	President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)	September 16, 2024

Filing Compare · GMTech Inc.