Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

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

 

For the quarterly period ended August 31, 2020

 

Or

 

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

 

For the transition period from __________ to __________

 

Commission File Number 333-206804

 

  SavMobi Technology Inc.  
  (Exact name of registrant as specified in its charter)  

 

Nevada   47-3240707
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

Room 502, Unit 1, Building 108, Red Star Sea Phase 3, Dalian Development Zone, Dalian, Liaoning, China

(Address of principal executive offices) (Zip Code)

 

+853 65230932

(Registrant’s telephone number, including area code)

 

Travessa do Cais, No. 3A, Edg. Kai Lei, Macau, 999078

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

 

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

 

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

 

As of August 31, 2020, there were 61,900,000 shares of common stock issued and outstanding.

 

 

     

 

 

FORM 10-Q

TABLE OF CONTENTS

 

 

    Page No.
PART I. - FINANCIAL INFORMATION
     
Item 1. Financial Statements 3
  Balance Sheets as of August 31, 20120(Unaudited) and May 31, 2020 3
  Statements of Operations for the Three Months Ended August 31, 2020 and 2019 (Unaudited) 4
  Statements of Stockholders’ Equity 5
  Statements of Cash Flows for the Three Months Ended August 31, 2020 and 2019 (Unaudited) 6
  Notes to Financial Statements (Unaudited) 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
     
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings 12
Item 1A Risk Factors 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 12
SIGNATURES 13

 

 

 

 

 

  2  

 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SAVMOBI TECHNOLOGY INC.

BALANCE SHEETS

 

 

    August 31,     May 31,  
    2020     2020  
    (Unaudited)        
ASSETS                
Current assets                
Cash and cash equivalents   $ –     $ –  
Total current assets     –       –  
                 
TOTAL ASSETS   $ –     $ –  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities                
Accounts payable and accrued liabilities   $ –     $ –  
Due to related party
    –       –  
Total current liabilities     –       –  
                 
Stockholders’ deficit                
Common stock ($.001 par value, 75,000,000 shares authorized, 61,900,000 shares issued and outstanding as of August 31, 2020 and May 31, 2020, respectively)     61,900       61,900  
Additional paid in capital     114,197       114,197  
Accumulated deficit     (176,097 )     (176,097 )
Total stockholders’ deficit     –       –  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ –     $ –  

 

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

 

  3  

 

 

SAVMOBI TECHNOLOGY INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

   

Three months

ended

August 31,

2020

   

Three months

ended

August 31,

2019

 
Operating expenses                
General and administrative expenses   $ –     $ –  
Professional expenses     –       –  
Total operating expenses     –       –  
                 
Other income                
Exchange gain (loss)     –       –  
Total other income (expense)   $ –     $ –  
                 
Net loss   $ –     $ –  
Net loss per common share – Basic and Diluted   $ (0.00 )   $ (0.00 )
Weighted average number of shares outstanding     61,900,000       61,900,000  

 

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

 

 

 

 

  4  
 

 

 

SAVMOBI TECHNOLOGY INC.

STATEMENTS OF STOCKHOLDERS EQUITY

 

                 

 

    Common Stock     Additional Paid-in     Stock Subscription     Accumulated        
    Shares     Amount     Capital     Receivable     Deficit     Total  
                                                 
Balance, May 31, 2018     61,900,000     $ 61,900     $ 114,197     $ –     $ (176,097 )   $ –  
                                                 
Net income for the year ended May 31, 2019     –       –       –       –       –       –  
                                                 
Balance, May 31, 2019     61,900,000       61,900       114,197       –       (176,097 )     –  
                                                 
Net income for the year ended May 31, 2020     –       –       –       –       –          
                                                 
Balance, May 31, 2020     61,900,000     $ 61,900     $ 114,197     $ –     $ (176,097 )   $ –  
                                                 
Net income for the quarter ended August 31, 2020     –       –       –       –       –       –  
                                                 
Balance, August 31, 2020     61,900,000     $ 61,900     $ 114,197     $ –     $ (176,097 )   $ –  

 

 

 

 

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

 

 

 

 

 

 

  5  

 

 

SAVMOBI TECHNOLOGY INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

   

Three months

ended

August 31,

2020

   

Three months

ended

August 31,

2019

 
Cash flows from operating activities:                
Net loss   $ –     $ –
Adjustments to reconcile net loss to net cash used in operating activities:                
Stock-based compensation     –       –  
Changes in operating assets and liabilities:                
Accounts payables and accrued liabilities     –       –  
Net cash used in operating activities     –       –  
                 
Cash flows from financing activity:                
Proceeds from related parties     –       –  
Net cash provided by financing activity     –       –  
                 
Net decrease 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   $ –     $ –  
                 
NON-CASH TRANSACTIONS:                
Operating expense paid by related party   $ –     $ –  
Accounts payable paid off by related party   $ –     $ –  

 

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. The Company’s previous principal offices are located in 73B Bank Avenue, Amritsar, Punjab, 143001, India.

 

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. After the change of ownership, the Company’s current principal offices are located in Travessa do Cais, No 3A, Edg. Kai Lei, Macau.

 

On March 19, 2018 New Reap Global transferred 250,000 restricted shares to Eng Wah Kung

 

On May 10th and 30th 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.

 

The Company has not yet implemented its initial and new business model and to date has generated no revenues.

 

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. Operating results for the three months ended August 31, 2020 are not necessarily indicative of the results that may be expected for the year ending May 31, 2021.

 

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.

 

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.

 

 

 

  7  

 

 

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.

 

Stock-based Compensation

 

The Company accounts for stock-based compensation issued to non-employees in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

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.

 

 

 

  8  

 

 

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 $0 as of August 31, 2020, and has generated no cash flows from operating activities for the three months ended August 31, 2020. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

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 – RELATED PARTY TRANSACTIONS

 

 

None.

 

The Company's executive office is located at Travessado Cais, No.3A, Edg. Kai Lei, Macau. This office is furnished to the Company by a friend of the CEO at no charge.

 

NOTE 5 – COMMON STOCK

 

 

As of August 31, 2020, there were 61,900,000 shares outstanding.

 

 

NOTE 6 – SUBSEQUENT EVENTS

 

 

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 (the "Purchase Agreements") to sell an aggregate of 42,440,316 shares of common stock of SavMobi Technology, Inc. (the “Company”), which represents approximately 68.6% of the issued and outstanding shares of common stock of the Company. 

 

The Purchase Agreements were fully executed and delivered on November 10, 2020. The following persons acquired approximately 10% or more of the issued and outstanding shares of the Company, and the remaining acquiring shareholders each acquired less than 10% of the outstanding shares:

 

  Shares to be held %
Ma Hongyu 12,999,500 21.00%
Ye Caiyun 6,190,000 10.00%
Wang Zhong 6,250,000 10.10%
He Xiaoyong 6,250,000 10.10%

 

In addition, on November 10, 2020, Mr. Poh Kee Liew and Mr. Gim Hooi Ooi, submitted their resignations from all executive officer positions with the Company, including Chief Executive Officer and Chief Financial Officer, respectively, effective immediately. In addition, Mr. Poh Kee Liew and Mr. Gim Hooi Ooi, the sole member of the Company’s board of directors, appointed Ma Hongyu as Director and Chairman of the Board,and following such appointment, Messrs. Liew and Ooi submitted their resignations as members of the Board, which resignations were effective immediately. On November 10, 2020, Ma Hongyu was also appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, effective immediately.

 

 

 

 

 

 

  9  

 

 

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

 

We had no revenue for the three month periods ended August 31, 2020 and 2019. We incurred no operating expenses in the three month periods ended August 31, 2020 and 2019. Our operating expenses include general and administrative expenses and professional services expenses.

 

We incurred no general and administrative expenses for the three month period ended August 31, 2020 and 2019.

 

As a result, we generated no income or loss for the three month periods ended August 31, 2020 and 2019.

 

Capital Resources and Liquidity

 

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.

 

New management has taken over the Company since May 18, 2017. The Company has not yet opened any corporate bank account.

 

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, 2020, 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 May 31, 2020, 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; (4) ineffective controls over period end financial disclosure and reporting processes; and (5) lack of control procedures to ensure all the related parties transactions are approved following the Company’s approval policy. 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.

 

 

 

 

 

 

 

  10  

 

 

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.

 

 

 

 

 

 

 

  11  

 

 

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: December 3, 2020 By: /s/ Ma Hongyu  
    Ma Hongyu  
    Chief Executive Officer  
    Chief Financial Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  12  

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