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.
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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.
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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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