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).
As of February 14, 2023, shares of the issuer’s common stock were issued and outstanding.
Documents Incorporated By Reference: None
FORM 10-Q
TABLE OF CONTENTS
| 2 |
SAVMOBI TECHNOLOGY INC.
BALANCE SHEETS
(Unaudited)
| November 30, 2022 | May 31, 2022 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’S EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Due to related party | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Commitment and Contingencies | ||||||||
| Stockholders’ deficit | ||||||||
| Common stock ($ par value, shares authorized, share issued and outstanding as of August 31, 2022 and May 31, 2022, respectively) | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
SAVMOBI TECHNOLOGY INC.
STATEMENT OF OPERATIONS
(Unaudited)
| Three months ended November 30, 2022 | Three months ended November 30, 2021 | Six months ended November 30, 2022 | Six months ended November 30, 2021 | |||||||||||||
| Revenue | $ | |||||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Income (Loss) before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | $ | |||||||||||||||
| Net income (loss) | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Loss per common share: Basic and Diluted | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
| Weighted Average Number of Common Shares Outstanding: Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
SAVMOBI TECHNOLOGY INC.
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
(Unaudited)
| Additional | Stock | |||||||||||||||||||||||
| Common Stock | Paid-in | Subscription | Accumulated | |||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Deficit | Total | |||||||||||||||||||
| For the six months ended November 30, 2021 | ||||||||||||||||||||||||
| Balance, May 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, August 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, November 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| For the six months ended November 30, 2022 | ||||||||||||||||||||||||
| Balance, May 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||
| Balance, August 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||
| Balance, November 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
SAVMOBI TECHNOLOGY INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| Six months ended November 30, 2022 | Six months ended November 30, 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities | ||||||||
| Prepayment | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from related parties | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Net increase in cash and cash equivalents | $ | $ | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental Cash Flow Disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
SAVMOBI TECHNOLOGY INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
On March 6, 2015, 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 of SavMobi Technology, Inc. (the “Company”), including Zhang Guowei, 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 of SavMobi Technology, Inc. (the “Company”), which represents approximately
The
Purchase Agreements were fully executed and delivered on June 8, 2022. Zhang Yiping and Zhang Guowei acquired approximately
| Purchasers | Shares acquired | % | ||||||
| Zhang Yiping | % | |||||||
| Zhang Guowei | % | |||||||
| Wang Yanfang | % | |||||||
| Liu Chen | % | |||||||
| Liu Ying | % | |||||||
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made.
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.
| 7 |
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.
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 November 30, 2022.
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 adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable.
Cost of revenues
Cost of revenues consist of the outsourced services, including platform storage, maintenance and development, provided by a service provider on monthly basis.
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.
| 8 |
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.
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.
COVID-19 Uncertainty
An outbreak of respiratory illness caused by the novel coronavirus, commonly referred as “COVID- 19” emerged in late 2019 and has spread globally. The COVID- 19 is considered to be highly contagious and poses a serious public health threat. The World Health Organization labeled the COVID- 19 outbreak as a pandemic on March 11, 2020, given its threat beyond a public health emergency of international concern the organization had declared on January 30, 2020.
The epidemic has resulted in social-distancing restrictions, travel restrictions, and the temporary closure of stores and facilities during the past few months. The negative impacts of the COVID- 19 outbreak on our business may include, but not strictly be limited to:
| - | The uncertain economic conditions may refrain clients from engaging our services. | |
| - | The operations of businesses in most industries have been, and could continue to be, negatively impacted by the epidemic, which may in turn adversely impact their business performance. |
We are unable to accurately predict the upcoming impact that the COVID- 19 will have due to various uncertainties, including the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak globally, and effectiveness of the actions that may be taken by governmental authorities. Additionally, it is possible that we may face similar difficulties from future events, such as this, should there be at any point another global pandemic. As of the current date, we do not believe that we have been directly impacted by Covid- 19. However, economies throughout the world have been impacted significantly in a vast number of ways, and we cannot state with any level of certainty to what extent we may have been indirectly impacted by market conditions as a result of the pandemic and/or if the pandemic has forestalled, in any capacity, our growth to date.
| 9 |
NOTE 3 – GOING CONCERN
The
accompanying unaudited financial statements have been prepared assuming that the Company continues as a going concern. As shown in the
accompanying unaudited financial statements, the Company has working capital deficit of $
The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required.
The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 4– PREPAID EXPENSES
As of November 30, 2022, repaid expense was $.
NOTE 5– ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of November 30, 2022, the accounts payable and accrued liabilities was $.
NOTE 6 – RELATED PARTY TRANSACTIONS
As
of November 30, 2022, there was $
The Company’s executive office is located at Building B8, China Zhigu, Yinhu Street, Fuyang District, Hangzhou, Zhejiang, China. This office is furnished to the Company by our CEO at no charge.
NOTE 7 – COMMON STOCK
The Company is authorized to issue shares of common stock at a par value of $.
As of November 30, 2022, there were shares issued and outstanding.
NOTE 8 – INCOME TAX
United States of America
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company
provided for a full valuation allowance against its deferred tax assets of $
NOTE 9 – SUBSEQUENT EVENTS
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, Zhang Guowei (“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 (%) of the ownership interest of Intellegence was exchanged for 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 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.
On January 10, 2023, the Company filed Form 8-K for the above transaction.
There is no other subsequent events have occurred that would require recognition or disclosure in the financial statements.
| 10 |
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.
Results of Operations
Three months ended November 30, 2022 and 2021
We had no revenue for the three months periods ended November 30, 2022 and 2021, respectively. We had no cost of revenue for the three months periods ended November 30 and 2021, respectively. We incurred operating expenses of $24,719 and $5,784 in the three months periods ended November 30, 2022 and 2021, respectively. Our operating expenses mainly include US counsel professional fee and transfer agent fee.
As a result, we generated net loss of $24,719 and $5,784 for the three months periods ended November 30, 2022 and 2021, respectively.
Six months ended November 30, 2022 and 2021
We had no revenue for the six months periods ended November 30, 2022 and 2021, respectively. We had no cost of revenue for the six months periods ended November 30 and 2021, respectively. We incurred operating expenses of $38,645 and $25,722 in the six months periods ended November 30, 2022 and 2021, respectively. Our operating expenses mainly include US counsel professional fee and transfer agent fee.
As a result, we generated net loss of $38,645 and $25,722 for the three months periods ended November 30, 2022 and 2021, respectively.
Capital Resources and Liquidity
Six months ended November 30, 2022 and 2021
Cash Used in Operating Activities
For the six months periods ended November 30, 2022 and 2021, the Company had cash used in operating activities in the amount of $46,611 and $35,937, respectively, which were primarily due to net loss for the period, and accounts payable and accrued liabilities.
Cash Provided by Financing Activities
For the six months periods ended November 30, 2022 and 2021, the Company realized cash provided by financing activities in the amount of $46,611 and $35,529, respectively, which was advances from our CEO for working capital purposes.
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations.
The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.
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.
| 11 |
SAVMOBI TECHNOLOGY, INC. AND
SUBSIDIARIES UNAUDITED CONSOLIDATED COMBINED
PRO FORMA FINANCIAL INFORMATION
Introduction
The unaudited pro forma combined financial statements as of November 30, 2022 contained in this prospectus has been prepared based on certain pro forma adjustments to the Company’s historical financial statements set forth in the quarterly report of the Company for the period ended November 30, 2022 is qualified in their entirety by reference to such historical financial statements and related notes contained in those reports. The historical financial statements for Zhejiang Jingbo Ecological Technology Co. were derived from unaudited quarterly financial statement for the period ended November 30, 2022. The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and with the historical consolidated financial statements and related notes thereto.
The unaudited pro forma combined balance sheet has been prepared as if the transaction had occurred as of November 30, 2022. The unaudited pro forma condensed combined statements of operations have been prepared as if this transaction had occurred on November 30, 2022. The unaudited pro forma condensed combined statements of cash flows have been prepared as if this transaction had occurred on November 30, 2022.
These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only. Such information is not necessarily indicative of the operating results or financial position that would have occurred had the Share Exchange been completed at the dates indicated or what would be any future periods and should not be taken as representative of Company’s consolidated results of operations of financial condition following the completion of the transaction. In addition, the unaudited pro forma combined financial information is not intended to project future financial position or results of the combined company. Future results may vary significantly from the results reflected because of various factors.
| 12 |
SAVMOBI TECHNOLOGY, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
As of the six months ended November 30, 2022
| Intellegence Parking | SavMobi | Adjustments | Notes | Combined | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||
| Assets | |||||||||||||||||||
| Current assets | |||||||||||||||||||
| Cash and cash equivalents | 157,758 | - | - | 157,758 | |||||||||||||||
| Restricted cash | 7,895 | - | - | 7,895 | |||||||||||||||
| Accounts receivable | 461,298 | - | - | 461,298 | |||||||||||||||
| Inventories | 100,903 | - | - | 100,903 | |||||||||||||||
| Amounts due from related parties | 16,000 | - | - | 16,000 | |||||||||||||||
| Prepaid expenses and other current assets | 6,524,088 | - | - | 6,524,088 | |||||||||||||||
| Total current assets | 7,267,942 | - | - | 7,267,942 | |||||||||||||||
| Non-current assets | |||||||||||||||||||
| Plant and equipment, net | 6,904,571 | - | - | 6,904,571 | |||||||||||||||
| Intangible assets, net | 16,598 | - | - | 16,598 | |||||||||||||||
| Right-of-use assets | 554,227 | - | - | 554,227 | |||||||||||||||
| Long -term investments | - | 20,000 | (20,000 | ) | (a) | - | |||||||||||||
| Other non-current assets | 3,111,141 | - | 3,111,141 | ||||||||||||||||
| Total non-current assets | 10,586,537 | 20,000 | (20,000 | ) | 10,586,537 | ||||||||||||||
| Total Assets | 17,854,479 | 20,000 | (20,000 | ) | 17,854,479 | ||||||||||||||
| Current liabilities | |||||||||||||||||||
| Accounts payables | 986,629 | - | - | 986,629 | |||||||||||||||
| Advances from customers | 18,128 | - | - | 18,128 | |||||||||||||||
| Other current payables | 3,263,672 | - | - | 3,263,672 | |||||||||||||||
| Taxes payable | 8,350 | - | - | 8,350 | |||||||||||||||
| Amounts due to related parties | 438,594 | 46,611 | - | 485,205 | |||||||||||||||
| Operating lease liabilities, current | 600,209 | - | - | 600,209 | |||||||||||||||
| Total current liabilities | 5,315,582 | 46,611 | - | ) | 5,362,193 | ||||||||||||||
| Non-current liabilities | |||||||||||||||||||
| Long-term loan | 33,056,482 | - | - | 33,056,482 | |||||||||||||||
| Operating lease liabilities | 241,960 | - | - | 241,960 | |||||||||||||||
| Total non-current liabilities | 33,298,442 | - | - | 33,298,442 | |||||||||||||||
| Total Liabilities | 38,614,024 | 46,611 | - | 38,660,635 | |||||||||||||||
| Stockholders’ (Deficit) Equity | |||||||||||||||||||
| Common stock | 20,000 | 61,900 | (20,000 | ) | (a) | 61,900 | |||||||||||||
| Additional paid-in capital | 9,263,602 | 210,734 | - | 9,474,336 | |||||||||||||||
| Accumulated deficit | (29,563,643 | ) | (299,245 | ) | - | (29,862,888 | ) | ||||||||||||
| Accumulated other comprehensive income | 182,509 | - | 182,509 | ||||||||||||||||
| Non-controlling interest | (662,013 | ) | - | (662,013 | ) | ||||||||||||||
| Total (Deficit) Equity | (20,759,545 | ) | (26,611 | ) | (20,000 | ) | (20,806,156 | ) | |||||||||||
| Total Liabilities and (Deficit) Equity | 17,854,479 | 20,000 | (20,000 | ) | 17,854,479 | ||||||||||||||
| 13 |
SAVMOBI TECHNOLOGY, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
for the six months ended November 30, 2022
| Intellegence Parking | SavMobi | Adjustments | Notes | Combined | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Net revenues | 1,487,868 | - | - | 1,487,868 | ||||||||||||||||
| Cost of revenues | (2,084,574 | ) | - | - | (2,084,574 | ) | ||||||||||||||
| Gross loss | (596,706 | ) | - | (596,706 | ) | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Tax and surcharges | (953 | ) | - | - | (953 | ) | ||||||||||||||
| Selling and marketing expenses | (300,585 | ) | - | - | (300,585 | ) | ||||||||||||||
| General and administrative expenses | (2,284,363 | ) | (38,645 | ) | - | (2,323,008 | ) | |||||||||||||
| Research and development expenses | (267,779 | ) | - | - | (267,779 | ) | ||||||||||||||
| reverse of impairment loss | 11,540 | - | - | 11,540 | ||||||||||||||||
| Total operating expenses | (2,842,140 | ) | (38,645 | ) | - | (2,880,785 | ) | |||||||||||||
| Operating loss | (3,438,846 | ) | (38,645 | ) | - | (3,477,491 | ) | |||||||||||||
| Other income (expenses): | ||||||||||||||||||||
| Interest income | 163 | - | - | 163 | ||||||||||||||||
| Other income/(expense) | (77,337 | ) | - | - | (77,337 | ) | ||||||||||||||
| Total other expenses | (77,174 | ) | - | - | (77,174 | ) | ||||||||||||||
| Loss before taxes from operations | (3,516,020 | ) | (38,645 | ) | - | (3,554,665 | ) | |||||||||||||
| Provision for income taxes | (19 | ) | - | - | (19 | ) | ||||||||||||||
| Net loss | (3,516,039 | ) | (38,645 | ) | - | (3,554,684 | ) | |||||||||||||
| Other comprehensive income: | ||||||||||||||||||||
| Foreign currency translation income | 1,182,216 | - | - | 1,182,216 | ||||||||||||||||
| Total comprehensive loss | (2,333,823 | ) | (38,645 | ) | - | (2,372,468 | ) | |||||||||||||
| Net loss attributable to : | ||||||||||||||||||||
| Owners of the Company | (3,468,282 | ) | (38,645 | ) | - | (3,506,927 | ) | |||||||||||||
| Non-controlling interest | (47,757 | ) | - | - | (47,757 | ) | ||||||||||||||
| (3,516,039 | ) | (38,645 | ) | - | (3,554,684 | ) | ||||||||||||||
| Total comprehensive loss attributable to : | ||||||||||||||||||||
| Owners of the Company | (2,298,461 | ) | (38,645 | ) | - | (2,337,106 | ) | |||||||||||||
| Non-controlling interest | (35,362 | ) | - | - | (35,362 | ) | ||||||||||||||
| 14 |
SAVMOBI TECHNOLOGY, INC.
UNAUDITED COMBINED STATEMENTS OF CASH FLOWS
for the six months ended November 30, 2022
| Intellegence Parking | SavMobi | Adjustments | Notes | Combined | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Loss from operations before taxation | (3,516,039 | ) | (38,645 | ) | - | (3,554,684 | ) | |||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||||||||||
| Depreciation and amortization | 604,337 | - | - | 604,337 | ||||||||||||||||
| Depreciation of right-of-use assets | 342,786 | - | - | 342,786 | ||||||||||||||||
| Changes in operating assets and liabilities | - | - | ||||||||||||||||||
| Accounts receivable | (129,896 | ) | - | - | (129,896 | ) | ||||||||||||||
| Inventories | (27,247 | ) | - | - | (27,247 | ) | ||||||||||||||
| Prepaid expenses and other current assets | (588,752 | ) | 35 | - | (588,717 | ) | ||||||||||||||
| Other non-current assets | 199,216 | - | - | 199,216 | ||||||||||||||||
| accounts payable and other current liabilities | 2,214,692 | (8,001 | ) | - | 2,206,691 | |||||||||||||||
| Net cash used in operating activities | (900,903 | ) | (46,611 | ) | - | (947,514 | ) | |||||||||||||
| Cash flows from investing activities | ||||||||||||||||||||
| Repayment for right-of-use assets | (39,976 | ) | - | - | (39,976 | ) | ||||||||||||||
| Proceeds from sale of property and equipment | 114,618 | - | - | 114,618 | ||||||||||||||||
| Purchase of property and equipment | (1,049,086 | ) | (1,049,086 | ) | ||||||||||||||||
| Purchase of property and equipment | (13,787 | ) | - | - | (13,787 | ) | ||||||||||||||
| Net cash used in investing activities | (988,231 | ) | - | - | (988,231 | ) | ||||||||||||||
| Cash flows from financing activities | ||||||||||||||||||||
| Amount due to related party | 73,791 | 46,611 | - | 120,402 | ||||||||||||||||
| Repayments of long-term borrowings | 1,880,161 | - | - | 1,880,161 | ||||||||||||||||
| Net cash provided by financing activities | 1,953,952 | 46,611 | - | 2,000,563 | ||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (7,952 | ) | - | - | (7,952 | ) | ||||||||||||||
| Net increase of cash and cash equivalents | 56,866 | - | - | 56,866 | ||||||||||||||||
| Cash and cash equivalents–beginning of year | 108,787 | - | - | 108,787 | ||||||||||||||||
| Cash and cash equivalents–end of year | 165,653 | - | - | 165,653 | ||||||||||||||||
| Supplementary cash flow information: | ||||||||||||||||||||
| Interest received | 163 | - | - | 163 | ||||||||||||||||
| 15 |
| 1. | Organization and Principal Activities |
On December 15, 2022, 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 between Huixin and the Company, 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.
| 2. | Basis of Presentation |
The historical consolidated financial statements have been adjusted in the pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) with respect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results following the business combination. The business combination was accounted for as reorganization of entities under common control. As a result, we measured the recognized assets and liabilities combined at their historical cost at the date of transfer. The pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
| 3. | Pro Forma Adjustments |
The pro forma adjustments are based on management preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:
| (a) | Capital adjustments to (1) represents Savmobi Technology Inc. capital being $61,900 and (2) any paid-in capital to subsidiaries as additional paid-in capital. |
| 4. | Loss per Share |
The following table illustrates the calculation of pro forma earnings per share:
| Period Ended November 30, 2022 | ||||
| Pro forma net loss | $ | (2,337,106 | ) | |
| Weighted average shares outstanding: | 200,000,000 | |||
| Net Loss per share - basic and diluted | $ | (0.01 | ) | |
| 16 |
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.
Results of Operations
Six months ended November 30, 2022 and 2021
We had no revenue for the Six months periods ended November 30, 2022 and 2021, respectively. We had no cost of revenue for the Six months periods ended November 30, 2022 and 2021, respectively. We incurred operating expenses of $13,926 and $19,938 in the Six months periods ended November 30, 2022 and 2021, respectively. Our operating expenses mainly include US counsel professional fee and transfer agent fee.
As a result, we generated net loss of $13,926 and $19,938for the Six months periods ended November 30, 2022 and 2021, respectively.
Capital Resources and Liquidity
Six months ended November 30, 2022 and 2021
Cash Used in Operating Activities
For the Six months periods ended August 31, 2022 and 2021, the Company had cash used in operating activities in the amount of $18,073 and $13,054, respectively, which were primarily due to net loss for the period, and accounts payable and accrued liabilities.
Cash Provided by Financing Activities
For the Six months periods ended November 30, 2022 and 2021, the Company realized cash provided by financing activities in the amount of $18,073 and $12,850, respectively, which was advances from our CEO for working capital purposes.
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations.
The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
| 17 |
We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.
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.
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 November 30, 2022, 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.
| 18 |
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) |
| 19 |
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: February 21, 2023 | By: | /s/ Zhang Guowei |
| Zhang Guowei | ||
| Chief Executive Officer | ||
| Chief Financial Officer | ||
| 20 |