United States securities and exchange commission logo
January 2, 2024
Yuyang Cui
Chief Executive Officer
GMTech Inc.
45 Rockefeller Plaza, 21F
New York, New York 10111
Re: GMTech Inc.
Registration
Statement on Form S-1
Filed December 5,
2023
File No. 333-275887
Dear Yuyang Cui:
We have reviewed your
registration statement and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. Please disclose
prominently on the cover page and in the prospectus summary that
Yuyang Cui, your
President, controls the company through her ownership of 100% of the
voting power of the
company's outstanding capital stock.
Prospectus Summary, page 1
2. We note your disclosure
that your target clients are small and medium businesses. Please
expand your disclosure
to define the criteria that would cause a client to be considered a
small or medium
business.
3. Please disclose that
you have generated minimal revenue to date.
Yuyang Cui
FirstName LastNameYuyang Cui
GMTech Inc.
Comapany
January NameGMTech Inc.
2, 2024
January
Page 2 2, 2024 Page 2
FirstName LastName
Risk Factors
Our President, Yuyang Cui, owns and controls 100% of the voting power..., page
6
4. Please revise your disclosure of Ms. Cui's ownership of your common
stock to reflect the
sale of 25%, 50% and 75% of the shares you are offering.
Management's Discussion and Analysis, page 15
5. We note your disclosure that your cash balance is not sufficient to
fund your limited levels
of operations for any period of time and that you require further
funding. Please expand
your disclosure to state the minimum period of time that you will be
able to conduct
planned operations using currently available capital resources. Also
disclose the minimum
additional capital expected to be necessary to fund planned operations
for a 12-month
period. In discussing your expected liquidity needs, state the extent
to which you are
currently using funds in your operations on a monthly basis.
6. Please expand your disclosure in this section to include a discussion
about the company s
anticipated sources of revenue and how it expects to generate such
revenue.
Description of Business, page 17
7. Please thoroughly revise this section to clarify and better describe
the status of your
current operations and your plan of operations for the next twelve
months, including the
development of the AI tool. In the discussion of each of your planned
activities, include
specific information regarding each material event or step required to
pursue each of your
planned activities, including any contingencies such as raising
additional funds, and the
timelines and associated costs accompanying each proposed step in your
business plan.
8. Please disclose the terms of any material client contracts including
the term and any
termination provisions.
Directors and Executive Officers and Corporate Governance, page 29
9. Please expand the biography for Yuyang Cui to briefly describe her
business experience
during the past five years and any other material information in
accordance with Item 401
of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 32
10. Please include Yuyang Cui's address on the beneficial ownership table
in accordance with
Item 403 of Regulation S-K.
Yuyang Cui
FirstName LastNameYuyang Cui
GMTech Inc.
Comapany
January NameGMTech Inc.
2, 2024
January
Page 3 2, 2024 Page 3
FirstName LastName
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-8
11. Please address the following items related to revenue recognition:
Expand your disclosure to clarify if your consulting contracts
are fixed-price or time-
and-materials.
We note your disclosure on page 4 that you have engaged third
party IT service
providers for some of your projects with customers. We further
note your disclosure
on page 21 that you currently have one employee which is your
President. Of the
service contracts disclosed on page 19, please clarify which
contracts involved third
party IT service providers. Expand your disclosure to disclose
this business model.
As it relates to these contracts, disclose your principal verses
agent considerations.
Refer to FASB ASC 606-10-55-36 through 55-40.
Reconcile your statement that customers are billed for services
as they are performed
to your Deferred Revenue disclosure that deferred revenue
consists of payments
made in advance of services provided to customers.
Clarify the last two sentences in your revenue recognition
policy. In this regard, you
state you are, the principal in certain transactions in which
the Company pays a
commission to an agent for sales obtained for products. Such
commission costs are
recorded as advertising costs.
Note 3 - Acquisition, page F-10
12. We note your disclosure of the terms of acquisition of Anptech Inc and
that the
acquisition has been treated as a business combination under common
control. Further, we
note your financial statements begin on May 18, 2022, the date of
inception of
Anptech Inc. You also disclose that "The acquisition was accounted for
in a manner
similar to a pooling-of-interests with the assets and liabilities of
the entities." Please
clarify how your presentation complies with ASC 805-50-45-2 to 45-5
since it appears
that you recognize the combination during the fiscal year ending
October 31, 2023. Tell
us how you considered retrospectively adjusting your historical
financial statements to
include the net assets received and related operations for all periods
during which these
companies were under common control.
Signatures, page S-1
13. We note that Yuyang Cui signed the registration statement on behalf of
the company.
Please ensure Yuyang Cui also signs the registration statement in her
capacity as the
principal executive officer. Refer to the signatures section of Form
S-1.
Yuyang Cui
FirstName LastNameYuyang Cui
GMTech Inc.
Comapany
January NameGMTech Inc.
2, 2024
January
Page 4 2, 2024 Page 4
FirstName LastName
General
14. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communication.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at
202-551-3488 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alexandra Barone at 202-551-8816 or Jeff Kauten at 202-551-3447 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Vic Devlaeminck