SVMB 10-Q
Jingbo Technology, Inc. (SVMB)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
Or
For the transition period from __________ to __________
Commission
file number:
(Exact name of Company as specified in its charter)
| (State of incorporation) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Company’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate
by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the Company was required to submit and post such files). Yes ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
As of April 16, 2023, shares of the issuer’s common stock were issued and outstanding.
Documents Incorporated By Reference: None
FORM 10-Q
TABLE OF CONTENTS
| Page No. | ||
| PART I. - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | |
| Balance Sheets as of February 28, 2023 (Unaudited) and May 31, 2022 | 3 | |
| Statements of Operations for the Nine Months Ended February 28, 2023 and 2021 (Unaudited) | 4 | |
| Statements of Stockholders’ Equity | 5 | |
| Statements of Cash Flows for the Nine Months Ended February 28, 2023 and 2021 (Unaudited) | 6 | |
| Notes to Financial Statements (Unaudited) | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 23 |
| Item 4. | Controls and Procedures | 24 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 25 |
| Item 1A | Risk Factors | 25 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
| Item 3. | Defaults Upon Senior Securities | 25 |
| Item 4. | Mine Safety Disclosures | 25 |
| Item 5. | Other Information | 25 |
| Item 6. | Exhibits | 25 |
| SIGNATURES | 26 | |
| 2 |
SAVMOBI TECHNOLOGY, INC. (AKA JINGBO TECHNOLOGY, INC.)
BALANCE SHEETS
(Unaudited)
| February 28, 2023 | May 31, 2022 | |||||||
| $ | $ | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Amounts due from related parties | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Operating lease Right-of-use assets, nets, net | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total Assets | ||||||||
| Liabilities and Stockholders’ (Deficit) Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payables | ||||||||
| Advances from customers | ||||||||
| Other current payables | ||||||||
| Taxes payable | ||||||||
| Amounts due to related parties | ||||||||
| Operating lease liabilities, current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Long-term loan | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ (Deficit) Equity | ||||||||
| Common stock ($ par value, shares authorized, share issued and outstanding as of February 28, 2023 and May 31, 2022, respectively) | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ( | ) | ( | ) | ||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total (Deficit) Equity | ( | ) | ( | ) | ||||
| Total Liabilities and (Deficit) Equity | ||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
SAVMOBI TECHNOLOGY, INC. (AKA JINGBO TECHNOLOGY, INC.)
STATEMENT OF OPERATIONS
(Unaudited)
| Three months ended February 28, 2023 | Three months ended February 28, 2022 | Nine months ended February 28, 2023 | Nine months ended February 28, 2022 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net revenues | ||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross income/(loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Impairment reversal/(loss) | ( | ) | ( | ) | ||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Other income/(expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other income/(expenses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income before income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive loss: | ||||||||||||||||
| Foreign current translation income/(loss) | ( | ) | ( | ) | ||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to: | ||||||||||||||||
| Owners of the Company | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Total comprehensive loss attributable to: | ||||||||||||||||
| Owners of the Company | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
SAVMOBI TECHNOLOGY, INC. (AKA JINGBO TECHNOLOGY, INC.)
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
(Unaudited)
| Additional | Other | Total | ||||||||||||||||||||||||||||||||||
| Common Stock | Contributed | Paid In | Retained | Comprehensive | Shareholders’ | Non-controlling | Total | |||||||||||||||||||||||||||||
| Shares | Amount | Capital | Capital | Earnings | Income/(loss) | Equity | Interest | Equity | ||||||||||||||||||||||||||||
| Balance at, May 31, 2021 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Additional paid-in capital | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | |||||||||||||||||||||||||||||||||
| Capital contribution | - | |||||||||||||||||||||||||||||||||||
| Balance at, February 28, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at, May 31,2022 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Additional paid-in capital | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | |||||||||||||||||||||||||||||||||||
| Capital contribution | - | |||||||||||||||||||||||||||||||||||
| Balance at, February 28, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
SAVMOBI TECHNOLOGY, INC. (AKA JINGBO TECHNOLOGY, INC.)
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended 2023 | Nine Months Ended 2022 | |||||||
| $ | $ | |||||||
| Loss from operations before taxation | ( | ) | ( | ) | ||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Depreciation of right-of-use assets | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ||||||||
| Advance from customers | ( | ) | ||||||
| Other current payables | ( | ) | ( | ) | ||||
| Taxes payable | ( | ) | ||||||
| Other non-current assets | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Repaid for right-of-use assets | ( | ) | ( | ) | ||||
| Proceeds from sale of property and equipment | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceed from sale of intangible assets | ( | ) | ||||||
| Purchase of long-term investment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Amount due to related party | ( | ) | ||||||
| Repayments of short-term borrowings | ( | ) | ||||||
| Proceeds from long-term borrowings | ||||||||
| Repayments of long-term borrowings | ( | ) | ||||||
| Proceeds from paid in capital | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net increase of cash and cash equivalents | ||||||||
| Cash and cash equivalents–beginning of year | ||||||||
| Cash and cash equivalents–end of year | ||||||||
| Supplementary cash flow information: | ||||||||
| Interest received | ||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
SAVMOBI TECHNOLOGY, INC. (AKA JINGBO TECHNOLOGY, INC.)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
On March 6, 2015, SAVMOBI TECHNOLOGY, INC. (aka JINGBO TECHNOLOGY, INC.), formerly known as SavMobi Technology Inc. (“the Company”, “we”, “us” or “our”), was incorporated in the State of Nevada and established a fiscal year end of May 31. Initially the business platform was in providing application software to a global vendor platform to connect people to businesses and provide a new shopping experience.
On
May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Ltd.,
by which New Reap Global Ltd. acquired shares of common stock, representing
On March 19, 2018 New Reap Global transferred restricted shares to Eng Wah Kung.
On May 10, 2018 and May 30, 2018, were transferred to Arden Wealth and Trust. shares are free trading from HongLing Shang, restricted shares from New Reap Global, LTD and each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu. On June 15, 2018 New Reap Global transferred restricted shares to EMRD Global Holdings.
On June 26, 2018 New Reap Global transferred restricted shares to FORTRESS ADVISORS, LLC and to Baywall Inc.
On
June 8, 2022, three (3) shareholders ofthe Company, including Chen Xinxin, Ye Caiyun, and Li Wenzhe entered into stock purchase agreements
with an aggregate of five (5) non-U.S. accredited investors (the “Purchase Agreements”) to sell an aggregate of
shares of common stock ofthe Company, which represents approximately
The
Purchase Agreements were fully executed and delivered on June 8, 2022. Zhang Yiping and Chen Xinxin acquired approximately
| Purchasers | Shares acquired | % | ||||||
| Zhang Yiping | % | |||||||
| Chen Xinxin | % | |||||||
| Wang Yanfang | % | |||||||
| Liu Chen | % | |||||||
| Liu Ying | % | |||||||
On
December 15, 2022, Savmobi Technology, Inc. (“SVMB,”) entered into a share exchange agreement (the “Share Exchange
Agreement”) with Intellegence Parking Group Limited (“Intellegence”), a Cayman Island company formed on June 29, 2022,
Chen Xinxin (“Xinxin”), the officer and director, and control shareholder of Intelligence and the shareholders of Intelligence
(the “Shareholders”). Under the Share Exchange Agreement, One Hundred Percent (
Immediately after completion of such share exchange, SVMB will hold a total of issued and outstanding shares of Intellegence. Zhang Guowei is the sole director of Intellegence Parking Group Limited.
Consequently, SVMB has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and Intellegence is now a wholly owned subsidiary.
| 7 |
Intellegence Parking Group Limited (“Intellegence Parking”) was incorporated on June 29, 2022 under the laws of Cayman Islands. It is controlled by Guowei Zhang, Xiujuan Chen, Hongwei Li and Chuchu Zhang. Intellegence Parking is an investment holding company.
Intellegence Parking (Hong Kong) Limited (“Intellegence HK”) was incorporated on July 20, 2022 under the laws of Hong Kong SAR. Intelligence HK is a wholly subsidiary of Intellegence Parking since incorporation and it is an investment holding company.
Huixin Zhiying (Hangzhou) Technology Co. (“Huixin”) was incorporated on October 24, 2022 under the laws of PRC. It is a wholly owned subsidiary of Intellegence HK since incorporation and it is an investment holding company.
Pursuant to the Business Operation Agreement entered into among Huixin WFOE and Zhejiang Jingpo Ecological Technology Co. The Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.
Zhejiang Jingbo Ecological Technology Co. is a PRC company which was formed on December 18, 2019 and is engaged in the business of smart parking application software and platform operations business. Zhang Guowei has been the Chairman of Zhejiang Jingbo Ecological Technology Co. since December 2019.
Hangzhou Zhuyi Technology Co. (“Hangzhou Zhuyi”) was incorporated under the laws of the PRC on November 13, 2017 with a capital of RMB . The majority shareholder at the time of establishment was Guowei Zhang. On April 1, 2020, Zhejiang Jingpo Ecological Technology became the sole shareholder of Hangzhou Zhuyi. Hangzhou Zhuyi is specialized in smart parking projects, smart parking mobile applications and cloud platform construction innovation.
Zhejiang Linglingyi Network Technology Co. (“Linglingyi”) was incorporated on November 17, 2018. Its sole director is Guowei Zhang. Hangzhou Zhuyi acquired % of Linglingyi on April 29. 2022. Its main businesses are smart parking projects and smart parking mobile applications.
Liangshan Tongfu Technology Co. (“Liangshan”) was incorporated on November 13, 2018. On September 29, 2022, Hangzhou Zhuyi entered in a share agreement with Hangzhou Kaai Technology Co. to purchase% of Liangshan’s shares. As a result, Hangzhou Zhuyi holds % of Liangshan. Liangshan is into smart parking projects and smart parking mobile applications businesses.
Zhuyi Technology (Anping) Co. (“Anping”) was incorporated on May 12, 2022, which is % owned by Hangzhou Zhuyi and it mainly focuses on smart parking projects and smart parking mobile applications.
Haikou Zhuyi Technology Co. (“Haikou”) was incorporated on May 9, 2022 which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Yibin Huibo Technology Co. (“Yibin”) was incorporated on July 4, 2019, which is % owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Xide Zhuyi Technology Co. (“Xide”) was incorporated on October 14, 2021, which is % owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Hubei Tongpo Parking Management Co. (“Tongpo”) was incorporated on November 4, 2020, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Zhuyi Technology (Taining) Co. (“Taining”) was incorporated on May 18, 2021, which is % owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Intellengence Parking Group Limited provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, variable interest entities (“VIE”s) and VIE’s subsidiaries.
On March 8, 2023, SVMB changed its name to SAVMOBI TECHNOLOGY, INC. (aka JINGBO TECHNOLOGY, INC.)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”).
| 8 |
The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The
Company expects to finance operations primarily through long-term loans. Hangzhou Zhuyi entered into loan agreements with Beijing Zhibo
Innovation Technology Co., Ltd (“Beijing Zhibo”). A -year agreement was signed on September 20, 2019. The agreement
started on October 1, 2019. The maximum borrowing is RMB
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Interim Financial Information
The unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.
These condensed financial statements should be read in conjunction with the audited financial statements for the year ended May 31, 2022, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim condensed financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended May 31, 2022.
Method of accounting
Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States of America. The Company maintains its general ledger and journals with the accrual method accounting.
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared, however, actual results could differ from those estimates.
Business Combination and non-controlling interests
The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 — “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by the Company and equity instruments issued by the Company. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive loss.
| 9 |
In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated statements of comprehensive loss.
For the Company’s majority-owned subsidiaries, non-controlling interests are recognized to reflect the portion of their equity which is not attributable, directly or indirectly, to the Company.
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. Our cash is deposited with East West Bank.
Accounts Receivable
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.
Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.
Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified. No allowance for doubtful accounts was made for the period ended February 28, 2023.
Inventories
Inventories solely consist of consumable parts for sales are stated at the lower of cost or market value. Consumable parts for sales costs include: materials, direct labor, inbound shipping costs, and allocated overhead. The Company applies the weighted average cost method to its inventory.
Plant and equipment
An item of plant and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any).
The cost of an item of plant and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period.
| 10 |
The cost of replacing part of plant and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred.
Depreciation
is provided over their estimated useful lives, using the straight-line method. The Company’s typically applies a salvage value
of
| Furniture, fixtures and office equipment | |
| Building | |
| Vehicles | |
| Car park facilities |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.
Impairment of long-lived assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of plant and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated discounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected discounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the period and year ended February 28, 2023 and May 31, 2022
Statutory reserves
Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital.
Leases
Leases
are classified at the inception date as either a finance lease or an operating lease.
All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company utilizes a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
The Company reviews its lease for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of lease; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of lease in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the lease to the estimated discounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected discounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets
| 11 |
Value added tax (“VAT”)
The Company is subject to value-added tax (“VAT”) for providing services and sales of products. Revenue from providing services and sales of products is generally subject to VAT at applicable tax rates, and subsequently paid to PRC tax authorities after netting input VAT on purchases. The excess of output VAT over input VAT is reflected in accrued expenses and other payables. The Company reports revenue net of PRC’s VAT for all the periods presented in the Consolidated Statements of Operations and Comprehensive Loss.
Foreign currency translation
The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are in Renminbi (RMB). The Company’s assets and liabilities are translated into United States dollars from RMB at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
| 02282023 | 05312022 | |||||||
| Period and year end RMB: US$ exchange rate | ||||||||
| Period and annual average RMB: US$ exchange rate |
The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.
Revenue Recognition
Revenue is generated through provision of commercial mobile technical support services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. 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 recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.
For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.
Other income and other expenses
Other income and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements.
Cost of revenues
Cost of revenues consists of the outsourced services, including platform storage, maintenance and development, provided by a service provider on monthly basis.
Advertising
All advertising costs are expensed as incurred.
| 12 |
Research and development
All advertising costs are expensed as incurred.
The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
Fair Value of Financial Instruments
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use or unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:
Level - 1: defined as observable inputs such as quoted prices in active markets;
Level - 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level - 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying amounts of accounts payables and accrued liabilities approximate its fair value due to its relatively short-term maturity.
It is not, however, practical to determine the fair value of amounts due to related party because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
| 13 |
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 TRADE RECEIVABLES
The Company does not provide any credit terms to its customers for smart parking. Cash will be collected by the exit of parking lots. The Company provides one to three months credits term for customers purchasing parking equipment.
NOTE 4 PREPAID EXPENSES AND OTHER CURRENT ASSETS
| February 28, 2023 (Unaudited) | May 31, 2022 (Unaudited) | |||||||
| Prepayment (a) | ||||||||
| Deposit | ||||||||
| Loan receivable (b) | ||||||||
| Advances to employees | ||||||||
| Other | ||||||||
| VAT | ||||||||
| (a) |
| (b) |
NOTE 5 PROPERTY AND EQUIPMENT
| As of | ||||||||
| February 28, 2023 (Unaudited) | May 31, 2022 (Unaudited) | |||||||
| $ | $ | |||||||
| Cost | ||||||||
| Furniture, fixtures and office equipment | ||||||||
| Building (a) | ||||||||
| Vehicles | ||||||||
| Car park facilities | ||||||||
| Construction in progress | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | ||||||||
| (a) |
NOTE 6 INTANGIBLE ASSETS
| February 28, 2023 (Unaudited) | May 31, 2022 (Unaudited) | |||||||
| $ | $ | |||||||
| Purchased software | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | ||||||||
| 14 |
NOTE 7 RIGHT-OF-USE ASSETS
| $ | ||||
| Cost | ||||
| At May 31, 2022 (Unaudited) | ||||
| Additions during the period | ||||
| Effects of currency translation | ( | ) | ||
| At February 28, 2023 (Unaudited) | ||||
| Accumulated depreciation | ||||
| At May 31,2022 (Unaudited) | ||||
| Depreciation during the period | ||||
| Effects of currency translation | ( | ) | ||
| At February 28, 2023 (Unaudited) | ||||
| Net book value | ||||
| At May 31, 2022 (Unaudited) | ||||
| At February 28, 2023 (Unaudited) | ||||
Right of use assets consisted of 16 contracts renting offices, warehouses and parking lots. Contracted terms ranged between two and eight years with the earliest start date being January 8, 2019.
NOTE 8 OTHER NON-CURRENT ASSETS
Other non-current assets mainly consisted of a rental agreement of parking lot with a third party. The contract became effective on January 1, 2021 and will end on December 31, 2030. The Company has paid full rent as of May 31, 2022.
NOTE 9 OTHER PAYABLES AND ACCRUALS
| February 28, 2023 | May 31, 2022 | |||||||
| $ | $ | |||||||
| Accrued payroll and welfare payables | ||||||||
| Deposit | ||||||||
| Loans payable | ||||||||
| Advanced to employees | ||||||||
| Other (a) | ||||||||
| (a) |
NOTE 10 RELATED PARTY TRANSACTIONS
(a) The Company had the following balances due to and due from related parties:
At February 28, 2023 and May 31, 2022, the Company owed funds to the following related parties:
| February 28, 2023 | May 31.2022 | Relationship | ||||||||
| Intellegence Triumph Holdings Limited | ||||||||||
| Virtue Victory Holdings Limited | ||||||||||
| Strength Union Holdings Limited | ||||||||||
| 15 |
At February 28, 2023 and May 31, 2022, the Company owned funds from the following related parties:
| February 28, 2023 | May 31.2022 | Relationship | ||||||||
| Guowei Zhang | ||||||||||
| Xinxin Chen | ||||||||||
| Beijing Zhibo Innovation Technology Co., Ltd. | ||||||||||
Advances from Guowei Zhang were unsecured, non-interest bearing and due on demand.
Hangzhou
Zhuyi entered into loan agreements with Beijing Zhibo Innovation Technology Co., Ltd (Beijing Zhibo). A -year agreement was signed
on September 20, 2019. The agreement started on October 1, 2019. The maximum borrowing is RMB
During
the nine months ended February 28, 2023, the Company borrowed from related parties of $
NOTE 11 INCOME TAX
United States of America
BVI
The Company’s BVI subsidiary is not subject to income or capital gains taxes under the current laws of the BVI. In addition, dividend payments are not subject to withholdings tax in the BVI.
Hong Kong
On
March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which
introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was announced on the following
day. Under the two-tiered profits tax rates regime, the first
PRC
The
Company’s PRC subsidiaries are subject to the PRC Enterprise Income Tax Law (“EIT Law”) and are taxed at the statutory
income tax rate of
Income tax expense (benefits)
| February 28, 2023 | May 31, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| $ | $ | |||||||
| Loss before tax | ( | ) | ( | ) | ||||
| Tax credit calculated at statutory tax rate | ( | ) | ( | ) | ||||
| Effect of different tax rates | ||||||||
| Deferred tax asset not recognized during the period | ||||||||
| Income tax expenses | ||||||||
| 16 |
Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets.
NOTE 12 LONG-TERM BORROWINGS
Hangzhou
Zhuyi entered into loan agreements with Beijing Zhibo Innovation Technology Co., Ltd (Beijing Zhibo). A -year agreement was signed
on September 20, 2019. The agreement started on October 1, 2019. The maximum borrowing is RMB
NOTE 13 LEASES
Right-of-use (“ROU”) assets represent the right to use an underlying
asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and
liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
The Company entered into 16 agreements for renting offices, warehouses and parking lots. As of February 28, 2023, the Company has $
Significant assumptions and judgments made as part of the adoption of this new lease standard include determining (i) whether a contract contains a lease, (ii) whether a contract involves an identified asset, and (iii) which party to the contract directs the use of the asset. The discount rates used to calculate the present value of lease payments were determined based on hypothetical borrowing rates available to the Company over terms similar to the lease terms.
The Company’s future minimum payments under long-term non-cancellable operating leases are as follows:
| As of February 28, 2023 | As of May 31, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| $ | $ | |||||||
| Within 1 year | ||||||||
| After 1 year but within 5 years | ||||||||
| Total lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total lease obligations | ||||||||
| Less: current obligations | ( | ) | ( | ) | ||||
| Long-term lease obligations | ||||||||
NOTES 14 NON-CONTROLLING INTERESTS (NCI)
Non-controlling interests (“NCI”) represent the portion of net assets in consolidated entities that are not owned by the Company.
The following table represent the non-controlling ownership interests and non-controlling interest balances reported in stockholder’s equity as of May 31, 2022 and 2021, respectively.
| Liangshan | Yibin | Xide | Taining | Anping | Total | |||||||||||||||||||||||||||||||||||||||||||
| 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | |||||||||||||||||||||||||||||||||||||
| NCI ownership interest | % | % | % | % | % | % | % | % | % | % | ||||||||||||||||||||||||||||||||||||||
| NCI balances | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
The summarized financial information for subsidiary that has non-controlling interest which are material to the Company is provided below. This information is based on amounts before inter-company elimination.
Summarized statement of financial position as at
| Liangshan | Yibin | Xide | Taining | Anping | Total | |||||||||||||||||||||||||||||||||||||||||||
| 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | |||||||||||||||||||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||||||||||||||||||||||||
| Current liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Non-current liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Liangshan | Yibin | Xide | Taining | Anping | Total | |||||||||||||||||||||||||||||||||||||||||||
| 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | 022823 | 053122 | |||||||||||||||||||||||||||||||||||||
| Net Assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Less: Zhuyi capital and additional paid-in capital | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Less: OCI | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Accumulated Deficits | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accumulated Deficits attributable to NCI | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Plus: OCI attributable to NCI | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| NCI balances | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| 17 |
NOTES 15 RESERVES
Statutory reserve
Foreign currency translation reserve
The foreign currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency.
NOTES 16 QUANTITATIVE QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
| A. | Credit risk | |
| The Company’s deposits are with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss if the banks become insolvent. | ||
Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC. The credit risk with respect to account receivables is mitigated by credit control policies we carry out with respect to our customers and our ongoing monitoring process of outstanding balances. |
||
| B. | Economic and political risks | |
| The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC. | ||
| The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. | ||
| C. | Interest risk | |
| The Company is subject to interest rate risk when long term loans become due and require refinancing. |
NOTE 17 – SUBSEQUENT EVENTS
There is no subsequent events occurred that would require recognition or disclosure in the financial statements.
| 18 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward looking statement notice
This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Special Note Regarding Forward Looking Statements
In addition to historical information, this report contains forward-looking statements. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
Overview
On March 6, 2015, SAVMOBI TECHNOLOGY, INC. (aka JINGBO TECHNOLOGY, INC.), formerly known as SavMobi Technology Inc. (“the Company”, “we”, “us” or “our”), was incorporated in the State of Nevada and established a fiscal year end of May 31. Initially the business platform was in providing application software to a global vendor platform to connect people to businesses and provide a new shopping experience.
On May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Ltd., by which New Reap Global Ltd. acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company.
On March 19, 2018 New Reap Global transferred 250,000 restricted shares to Eng Wah Kung.
On May 10, 2018 and May 30, 2018, 16,959,684 were transferred to Arden Wealth and Trust. 2,000,000 shares are free trading from HongLing Shang, 559,684 restricted shares from New Reap Global, LTD and 2,400,000 each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu. On June 15, 2018 New Reap Global transferred 690,316 restricted shares to EMRD Global Holdings.
On June 26, 2018 New Reap Global transferred 3,000,000 restricted shares to FORTRESS ADVISORS, LLC and 3,000,000 to Baywall Inc.
On November 10, 2020, ten (10) shareholders of the Company, including affiliates Arden Wealth & Trust (Switzerland) AG and New Reap Global Limited, entered into stock purchase agreements with an aggregate of nineteen (19) non-U.S. accredited investors to sell an aggregate of 42,440,316 shares of common stock of the “Company, which represents approximately 68.6% of the issued and outstanding shares of common stock of the Company.
On June 8, 2022, three (3) shareholders ofthe Company, including Chen Xinxin, Ye Caiyun, and Li Wenzhe entered into stock purchase agreements with an aggregate of five (5) non-U.S. accredited investors (the “Purchase Agreements”) to sell an aggregate of 25,095,788 shares of common stock of the Company, which represents approximately 40.54% of the issued and outstanding shares of common stock of the Company, for consideration of $250,958.
The Purchase Agreements were fully executed and delivered on June 8, 2022. Zhang Yiping and Chen Xinxin acquired approximately 24.54% and 6.46% of the issued and outstanding shares of the Company, respectively, and the remaining purchasers each acquired less than 4.99% of the issued and outstanding shares.After the change of ownership, the Company’s current principal offices is located in Building B8, China Zhigu, Yinhu Street, Fuyang District, Hangzhou, Zhejiang, China.
| 19 |
| Purchasers | Shares acquired | % | ||||||
| Zhang Yiping | 15,189,500 | 24.54 | % | |||||
| Chen Xinxin | 4,000,000 | 6.46 | % | |||||
| Wang Yanfang | 2,000,000 | 3.23 | % | |||||
| Liu Chen | 2,000,000 | 3.23 | % | |||||
| Liu Ying | 1,906,288 | 3.08 | % | |||||
On December 15, 2022, Savmobi Technology, Inc. (“SVMB,”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Intellegence Parking Group Limited (“Intellegence”), a Cayman Island company formed on June 29, 2022, Chen Xinxin (“Xinxin”), the officer and director, and control shareholder of Intelligence and the shareholders of Intelligence (the “Shareholders”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Intellegence was exchanged for 1,000,000,000 shares of common stock of SVMB issued to the Shareholders, in accordance with the Share Exchange Agreement. The former stockholders of Intellegence will acquire a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Intellegence is the accounting acquirer.
Immediately after completion of such share exchange, SVMB will hold a total of 200,000,000 issued and outstanding shares of Intellegence. Zhang Guowei is the sole director of Intellegence Parking Group Limited.
Consequently, SVMB has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and Intellegence is now a wholly owned subsidiary.
Intellegence Parking Group Limited (“Intellegence Parking”) was incorporated on June 29, 2022 under the laws of Cayman Islands. It is controlled by Guowei Zhang, Xiujuan Chen, Hongwei Li and Chuchu Zhang. Intellegence Parking is an investment holding company.
Intellegence Parking (Hong Kong) Limited (“Intellegence HK”) was incorporated on July 20, 2022 under the laws of Hong Kong SAR. Intelligence HK is a wholly subsidiary of Intellegence Parking since incorporation and it is an investment holding company.
Huixin Zhiying (Hangzhou) Technology Co. (“Huixin”) was incorporated on October 24, 2022 under the laws of PRC. It is a wholly owned subsidiary of Intellegence HK since incorporation and it is an investment holding company.
Pursuant to the Business Operation Agreement entered into among Huixin WFOE and Zhejiang Jingpo Ecological Technology Co. The Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.
Zhejiang Jingbo Ecological Technology Co. is a PRC company which was formed on December 18, 2019 and is engaged in the business of smart parking application software and platform operations business. Zhang Guowei has been the Chairman of Zhejiang Jingbo Ecological Technology Co. since December 2019.
Hangzhou Zhuyi Technology Co. (“Hangzhou Zhuyi”) was incorporated under the laws of the PRC on November 13, 2017 with a capital of RMB 60,000,000. The majority shareholder at the time of establishment was Guowei Zhang. On April 1, 2020, Zhejiang Jingpo Ecological Technology became the sole shareholder of Hangzhou Zhuyi. Hangzhou Zhuyi is specialized in smart parking projects, smart parking mobile applications and cloud platform construction innovation.
Zhejiang Linglingyi Network Technology Co. (“Linglingyi”) was incorporated on November 17, 2018. Its sole director is Guowei Zhang. Hangzhou Zhuyi acquired 100% of Linglingyi on April 29. 2022. Its main businesses are smart parking projects and smart parking mobile applications.
Liangshan Tongfu Technology Co. (“Liangshan”) was incorporated on November 13, 2018. On September 29, 2022, Hangzhou Zhuyi entered in a share agreement with Hangzhou Kaai Technology Co. to purchase 26% of Liangshan’s shares. As a result, Hangzhou Zhuyi holds 67% of Liangshan. Liangshan is into smart parking projects and smart parking mobile applications businesses.
| 20 |
Zhuyi Technology (Anping) Co. (“Anping”) was incorporated on May 12, 2022, which is 90% owned by Hangzhou Zhuyi and it mainly focuses on smart parking projects and smart parking mobile applications.
Haikou Zhuyi Technology Co. (“Haikou”) was incorporated on May 9, 2022 which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Yibin Huibo Technology Co. (“Yibin”) was incorporated on July 4, 2019, which is 80% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Xide Zhuyi Technology Co. (“Xide”) was incorporated on October 14, 2021, which is 67% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Hubei Tongpo Parking Management Co. (“Tongpo”) was incorporated on November 4, 2020, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Zhuyi Technology (Taining) Co. (“Taining”) was incorporated on May 18, 2021, which is 72% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Intellengence Parking Group Limited provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, variable interest entities (“VIE”s) and VIE’s subsidiaries.
On March 8, 2023, SVMB changed its name to SAVMOBI TECHNOLOGY, INC. (aka JINGBO TECHNOLOGY, INC.)
Results of Operations
Three months ended February 28, 2023 and 2022
Revenue
The Company generated $1,055,174 for the three months ended February 28, 2023 compared to $933,405 for the three months ended February 28, 2022. Revenue mainly comprised of parking fee. Revenue generated over these two periods was very similar. The Company operated in normal circumstances.
Cost of Revenues
During the three months ended February 28, 2023, the Company incurred $920,203 in cost of revenue compared to $1,258,523 during the three months ended February 28, 2022. Cost of revenues mainly consisted of rent, depreciation and salary expenses. The decrease in costs of revenues was mainly due to a decrease in depreciation and salary expenses.
Gross income/loss
Gross income was $134,971 for the three months ended February 28, 2023 compared to gross loss of $325,118 for the three months ended February 28, 2022. The gross income for the three months ended February 28, 2023 was contributed by the significant decrease in cost of revenues.
Selling and marketing expenses
During the three months ended February 28, 2023, we incurred selling and marketing expenses of $45,945 compared to $128,315 during the three months ended February 28, 2022. Selling and marketing expenses mainly included salary expenses, business hospitality expenses and office expenses. The increase in selling and marketing expenses was primarily due to an increase in salary expenses and travelling expenses.
General and administrative expenses
During the three months ended February 28, 2023, we incurred general and administrative expenses of $1,204,588 compared to $995,295 during the three months ended February 28, 2022. General and administrative expenses mainly consisted of salary expenses, business hospitality expenses and office expenses. The increase in general and administrative expenses was mainly contributed by an increase in salary expenses and business hospitality expenses.
Research and development expenses
During the three months ended February 28, 2023, we incurred research and development expenses of $59,892 compared to $213,199 for the three months ended February 28, 2022. R&D expenses mainly included salary expenses. The decrease in R&D expenses was due to a decrease in salary expenses and depreciation expenses.
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Net loss
As a result of foregoing, the net loss for the three months ended February 28, 2023 and 2022 was $435,476 and $1,669,271, respectively.
For the nine months ended February 28, 2023 and 2022
Revenue
The Company generated $2,543,042 for the nine months ended February 28, 2023 compared to $2,584,085 for the nine months ended February 28, 2022. Revenue mainly comprised of parking fee. Revenue generated over the two periods was very similar. The Company operated in normal circumstances.
Cost of Revenues
During the nine months ended February 28, 2023, the Company incurred $3,004,777 in cost of revenue compared to $3,526,424 during the nine months ended February 28, 2022. Cost of revenues mainly consisted of rent, depreciation, salary and maintenance expenses. The decrease in cost of revenues was primarily due to a decrease in depreciation and salary expenses.
Gross loss
Gross loss was $461,735 for the nine months ended February 28, 2023 compared to $942,339 for the nine months ended February 28, 2022.
Selling and marketing expenses
During the nine months ended February 28, 2023, we incurred selling and marketing expenses of $346,530 compared to $391,365 during the nine months ended February 28, 2022. Selling and marketing expenses mainly included salary expenses, travelling expenses and advertisement expenses. The decrease in selling and marketing expenses was primarily due to a decrease in salary expenses and travelling expenses.
General and administrative expenses
During the nine months ended February 28, 2023, we incurred general and administrative expenses of $3,528,549 compared to $2,754,400 during the nine months ended February 28, 2022. General and administrative expenses mainly consisted of depreciation and amortization, salary expenses and office expenses. The growth in general and administrative expenses was mainly contributed by an increase in office expenses.
Research and development expenses
During the nine months ended February 28, 2023, we incurred research and development expenses of $327,671 compared to $513,759 for the nine months ended February 28, 2022. R&D expenses mainly included salary expenses and depreciation expenses. The decrease in R&D expenses was due to a decrease in depreciation expenses.
Net loss
As a result of foregoing, the net loss for the nine months ended February 28, 2023 and 2022 was $3,990,160 and $5,225,997, respectively.
Capital Resources and Liquidity
| Working capital | February 28, 2023 | May 31, 2022 | ||||||
| Total current assets | $ | 5,138,740 | $ | 6,889,070 | ||||
| Total current liabilities | 6,490,219 | 3,279,881 | ||||||
| Working capital surplus/(deficit) | $ | (1,351,479 | ) | $ | 3,609,189 | |||
Total deficit for the nine-month period ended February 28, 2023 was $1,351,479 compared to a surplus of $3,609,189 for the year ended May 31, 2022. To date, we have financed our operations primarily from long-term loans.
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
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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 relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. 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.
Nine months ended February 28, 2023 and 2022
| Nine Months Ended February 28, | ||||||||
| 2023 | 2022 | |||||||
| Net cash used in operating activities | $ | (27,804 | ) | $ | (13,088,941 | ) | ||
| Net cash used in investing activities | (1,593,540 | ) | (1,811,200 | ) | ||||
| Net cash provided by financing activities | 1,848,181 | 14,961,193 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (4,551 | ) | 2,226 | |||||
| Net increase in cash and cash equivalents | 222,286 | 63,278 | ||||||
| Cash and cash equivalents at the beginning of period | 108,787 | 135,903 | ||||||
| Cash and cash equivalents at the end of period | $ | 331,073 | $ | 199,181 | ||||
Cash Used in Operating Activities
For the nine months ended February 28, 2023, net cash used in operating activities was $27,804, primarily consisting of a net loss of $3,990,160, a decrease in prepaid expenses and other current assets of $2,166,269 and depreciation and amortization of $765,174, compared to $13,088,941 for the nine months ended February 28, 2022, mainly comprised of a net loss of $5,225,997 and a decrease in advance from customers of $7,379,421.
Cash Used in Investing Activities
For the nine month periods ended February 28, 2023 and 2022, net cash used in investing activities were $1,593,540 and $1,811,200, mainly including purchase of property and equipment and repayment of right-of-use assets.
Cash Provided by Financing Activities
For the nine months periods ended February 28, 2023 and 2022, net cash provided by financing activities were 1,848,181 and $14,961,193 primarily comprising advanced from directors and long term loans.
Off-balance sheet arrangements
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 is material to investors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a- 15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, to allow timely decisions regarding required disclosure as a result of continuing weaknesses in our internal control over financial reporting.
As disclosed in our Annual Report on Form 10-K for the year ended May 31, 2022, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of February 28, 2023, due to: ( 1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of director; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. Management believes the above weakness constitute material weaknesses in our internal control over financial reporting. Until such time, if ever, that we remediate the material weakness in our internal control over financial reporting we expect that the material weaknesses in our disclosure controls and procedures will continue.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a- 15(f) or 15d- 15(f)) during the period covered by this report, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not involved in any pending litigation or legal proceeding.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
None
Item 5. Other Information.
None
Item 6. Exhibits.
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer |
| 32.1 | Section 1350 Certification of Chief Executive Officer |
| 32.2 | Section 1350 Certification of Chief Financial Officer |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T. |
| 101.INS | Inline XBRL Instance 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 (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SavMobi Technology Inc. | ||
| (Registrant) | ||
| Date: April 21, 2023 | By: | /s/ Zhang Guowei |
| Zhang Guowei | ||
| Chief Executive Officer | ||
| Chief Financial Officer | ||
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