UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
|
☒
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For
the fiscal year ended May 31, 2021
|
☐
|
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
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|
(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)
+86
18904082566
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
|
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
|
None
|
|
N/A
|
|
N/A
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
Indicate
by check mark if the registrant 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 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 and 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, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
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|
Non-accelerated
filer
|
☐
|
Smaller
reporting company
|
☒
|
|
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|
Emerging
growth company
|
☒
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐ Yes ☒ No
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. ☐
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter.
N/A
As
of May 31, 2021, the Company has 61,900,000 shares of common stock issued and outstanding
Use
of Certain Defined Terms
Except
as otherwise indicated by the context, references in this report to “SavMobi Technology Inc.”, “we,” “us,”
“our,” “our Company”.
Forward-Looking
Statements
This
Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because
they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,”
“estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,”
“plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,”
“forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements
speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are
not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level
of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such
forward-looking statements.
We
cannot predict all of the risks and uncertainties. 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. These forward-looking statements are found at various places
throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including
statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives
of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial
results, and any other statements that are not historical facts.
These
forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject
to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ
materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than
we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this
Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this Annual Report on Form 10-K.
Except
to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
PART
I
ITEM
1. BUSINESS
Business
Overview
On
March 6, 2015, the Company 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 Limited,
by which New Reap Global Limited acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company.
On
March 19, 2018, New Reap Global Limited transferred 250,000 restricted shares to Eng Wah Kung.
On
May 10, 2018 and May 30, 2018, 16,959,684 shares 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 Limited and 2,400,000 each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi,
Baoxin Song, Jianlong Wu.
On
June 15, 2018, New Reap Global Limited transferred 690,316 restricted shares to EMRD Global Holdings.
On
June 26, 2018, New Reap Global Limited 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. After the change of ownership, the Company’s current principal offices is located in Room 502,
Unit 1, Building 108, Red Star Sea Phase 3, Dalian Development Zone, Dalian, Liaoning, China.
After
the change in control of management, the Company is currently operating in provision of commercial mobile technical support services
in China. The Company entered into two technical support service agreements in the beginning of 2021, which is to provide support services
to clients’ dedicated data platform, 7x24 hours per week. The response time should be within 4 hours upon receiving the service
request.
Corporate
History
The
Company was incorporated by Mr. Lakwinder Singh Sidhu, the former president and sole director, in the State of Nevada on March 6, 2015,
and established a May 31 fiscal year end. On May 18, 2018, Mr. Lakwinder Singh Sidhu resigned from his official positions as CEO and
CFO and on the same day the shareholders of the Corporation voted Mr. Poh Kee Liew as Director and CEO, and Mr. Gim Hooi Ooi as Director
and CFO.
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.
Recent
Developments
Capital
Stock
The
Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized
or issued. Total shares issued and outstanding as of May 31, 2021 is 61,900,000.
On
May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Limited,
by which New Reap Global Limited acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company. New Reap Global
Limited paid $300,000 in cash.
On
March 19, 2018, New Reap Global Limited transferred 250,000 restricted shares to Eng Wah Kung.
On
May 10, 2018 and May 30, 2018, 16,959,684 shares were transferred to Arden Wealth and Trust. 2,000,000 free-trading shares were transferred
from HongLing Shang, 559,684 restricted shares were transferred from New Reap Global Limited and 2,400,000 restricted shares were transferred
each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu, respectively.
On
June 15, 2018, New Reap Global Limited transferred 690,316 restricted shares to EMRD Global Holdings.
On
June 26, 2018, New Reap Global Limited transferred 3,000,000 restricted shares to Fortress Advisors, LLC and 3,000,000 restricted shares
to Baywall Inc.
On
November 10, 2020, ten (10) shareholders of SavMobi Technology, Inc. (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.
These
transactions were internal transfers and had no effect on the total shares distributed.
Market
Analysis
The
global pandemic upended business as usual across all industries. As social distancing and working remotely took hold, companies accelerated
the need for technology to support everything from onsite repairs to training employees. Under COVID-19, the world has gone into isolation.
Social distancing is currently the most effective way to slow the spread of the virus until a vaccine can be found to protect the population.
As a result, anything that relies on human-to-human contact–which is to say, most aspects of our lives–must be amended to
account for the dangers of the virus.
Digitization has stepped in to bridge the gaps left by mandated shutdowns and social distancing measures. Without digital tools and technologies,
we would have no way to work, shop, go to school, and more. As such, this industry has a large potential to grow.
Patent
and Trademarks
We
do not currently own any domestic or foreign patents relating to our business.
Employees
As
of May 31, 2021, other than its CEO, Mr. Ma Hongyu, the Company has no employees.
ITEM
1A. RISK FACTORS
As
a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information
called for by this Item.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not
applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
ITEM
2. PROPERTIES
The
Company does not own any real estate or other properties and has not entered into any long term lease or rental agreements for property.
ITEM
3. LEGAL PROCEEDINGS
There
are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner
of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the
Company or has a material interest adverse to the Company.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information
Our
common stock was not quoted on any exchange or trading platform and therefore no data is available for the years ended May 31, 2021 and
May 31, 2020.
ITEM
6. SELECTED FINANCIAL DATA
Not
applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This
Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial
statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and
certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our
audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary
Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements
that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected
events may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Business
Overview
The
Company initially was a technology provider of vendor tools.
After
the change in control of management, the Company is currently operating in provision of commercial mobile technical support services
in China. The Company entered into two technical support service agreements in the beginning of 2021, which is to provide support services
to clients’ dedicated data platform, 7x24 hours per week. The response time should be within 4 hours upon receiving the service
request.
Plan
of Operations
The
Company is currently operating in provision of commercial mobile technical support services in China. Management is also reviewing a
China company to acquire as its subsidiary to hold our commercial mobile technical support business. We tentatively look for different
target companies in same industry for acquisition in order to increase our service scopes.
Going
Concern
Our
auditor has indicated in their reports on our financial statements for the fiscal years ended May 31, 2021, that conditions
exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit
in equity, and the need to raise additional capital to fund operations. A “going concern” opinion could impair our ability
to finance our operations through the sale of debt or equity securities.
Results
of Operations
Fiscal
Year Ended May 31, 2021 and Fiscal Year Ended May 31, 2020
For
the year ended May 31, 2021, we had generated revenue of $10,000. We had cost of revenue of $3,000.
We incurred operating expenses of $48,477. Our operating expenses include professional services
expenses and transfer agent fee. We had net loss of $41,477.
The
company had no operations and expenses for the year ended May 31, 2020.
Capital
Resources and Liquidity
Fiscal
Year Ended May 31, 2021 and Fiscal Year Ended May 31, 2020
Cash
Used in Operating Activities
For
the years ended May 31, 2021 and 2020, the Company had cash used in operating activities in the amount of $29,477 and $0, respectively,
which were primarily due to net loss for the year, and accounts payable and accrued liabilities.
Cash
Provided by Financing Activities
For
the years ended May 31, 2021 and 2020, the Company realized cash provided by financing activities in the amount of $30,292 and $0, respectively,
which was advances from our CEO for working capital purposes.
As
of May 31, 2021, we have cash of $815. As of May 31, 2020, we had no cash.
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
There
are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or
future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity,
capital expenditures and/or capital resources.
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.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
full text of the Company’s financial statements for the fiscal years ended May 31, 2021 and 2020, begins on page F-1 of this Annual
Report on Form 10-K.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
There
have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required
by Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the
supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.
Management
assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal
control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this
report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal
controls over financial reporting were not effective as of May 31, 2021.
The
matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the
standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of
outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (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. The aforementioned
material weaknesses were identified by the Company’s Chief Financial Officer in connection with the review of our financial statements
as of May 31, 2021 and communicated the matters to our management.
Management
believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial
results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the
Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls
and procedures can result in the Company’s determination to its financial statements for the future years.
We
are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent
with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when
funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the
audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment
and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists
which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and
SEC disclosure requirements.
Management
believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management
believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i)
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 (ii) ineffective controls over period end financial close and reporting processes. Further,
management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation
of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed
to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside
directors will greatly decrease any control and procedure issues the company may encounter in the future.
We
will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as
necessary and as funds allow.
This
annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s
report in this annual report.
There
have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph
(d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer’s last fiscal year that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We
will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as
necessary and as funds allow.
Changes
in Internal Control over Financial Reporting
There
were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as
defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the fiscal year ended May 31, 2021.
ITEM
9B. OTHER INFORMATION
None.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our
executive officers and director are as follows:
|
Name
|
|
Age
|
|
Position
|
|
Ma
Hongyu
|
|
42
|
|
Chief
Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and Chairman of the Board of Directors
|
|
Poh
Kee Liew
|
|
48
|
|
Former
Chief Executive Officer and Chairman of the Board of Directors (Resigned on November 10, 2020)
|
|
Gim
Hooi Ooi
|
|
39
|
|
Former
Chief Financial Officer and member of the Board of Directors (Resigned on November 10, 2020)
|
Mr.
Ma Hongyu (“Mr. Ma”), age 42, graduated in Dalian Polytechnic University with a bachelor degree in Polymer Materials Science
and Engineering in 2001. After graduation in 2001, Mr. Ma started his career with a section in Jiyi Plastics (Dalian) Company Limited.
During his career in Jiyi Plastics (Dalian) Company Limited, Mr. Ma had been promoted twice from officer to manager position. As a management
department manager, he was responsible for handling the company’s general affairs, human resources allocation and monitoring the
labor safety. From 2017 to 2018, Mr. Ma changed his position as a general manager in Lubang Environmental Protection Science and Technology
Company Limited. Mr. Ma was overseeing the company business development. The production team, business development department and logistics
department were monitored by Mr. Ma. Since November 2018 till now, Mr. Ma has been appointed as a general manager in Yuanmeng Media Company
Limited. Yuanmeng Media Company Limited is focusing on multi media advertisement, organising cultural and art event and terminal production
and trading. Mr. Ma is the oversight for company business development and organization management departments. In these two years, he
has served several dozens of enterprises to achieve upgrading, transformation and sales performance improvement.
Director
Independence
Our
board of directors is currently composed of one member, Mr. Ma Hongyu, who do not qualify as independent directors in accordance with
the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests,
such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor
any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made
a subjective determination as to each director that no relationship exists which, in the opinion of our board of directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is
required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed
information provided by the directors and us with regard to each director’s business and personal activities and relationships
as they may relate to us and our management.
Involvement
in Legal Proceedings
To
our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal
securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.
Potential
Conflicts of Interest
We
are not aware of any current or potential conflicts of interest with Mr. Ma, other business interests and his involvement with SavMobi
Technology Inc.
ITEM
11. EXECUTIVE COMPENSATION
Summary
Compensation Table
SavMobi
Technology Inc., has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being
paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.
The
table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all
capacities to us for the period from inception (March 6, 2015) through May 31, 2021.
Summary
Compensation of Named Executive Officers
|
Name and Principal Position
|
|
|
Fiscal Year
|
|
|
|
Salary ($)
|
|
|
|
Bonus ($)
|
|
|
|
Stock
Awards ($)
|
|
|
|
Option
Awards ($)
|
|
|
|
All Other Compensation ($)
|
|
|
|
Total ($)
|
|
|
Ma Hongyu
(Chief Executive Officer)
|
|
|
2021
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Ma Hongyu
(Chief Executive Officer)
|
|
|
2020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Poh Kee Liew – (Former Chief Executive Officer)
|
|
|
2021
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Poh Kee Liew – (Former Chief Executive Officer)
|
|
|
2020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Gim Hooi Ooi – (Former Chief Financial Officer)
|
|
|
2021
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Gim Hooi Ooi – (Former Chief Financial Officer)
|
|
|
2020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr.
Ma Hongyu was appointed as Chief Executive Officer and Chief Financial Officer on November 10, 2020.
Mr.
Poh Kee Liew resigned all his positions on November 10, 2020.
Mr.
Gim Hooi Ooi resigned all his positions on November 10, 2020.
Outstanding
Equity Awards at Fiscal Year End
We
did not pay any salaries in 2021 or 2020. None of our executive officers received any equity awards, including, options, restricted stock,
performance awards or other equity incentives during the fiscal year ended May 31, 2021 and May 31, 2020.
Employment
Contracts
The
Company has not entered into any employment agreements with its officer and director.
Stock
Awards Plan
The
Company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.
Director
Compensation
The
Board of Directors of the Company has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in
the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”).
The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not impair any rights under any option previously granted. SavMobi Technology Inc. may develop
an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock
for that purpose.
The
table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to
us for the period from inception (March 6, 2015) through May 31, 2021.
|
DIRECTOR COMPENSATION
|
|
Name
|
|
|
Fees Earned or
Paid in
Cash
($)
|
|
|
|
Stock Awards
($)
|
|
|
|
Option Awards
($)
|
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
|
|
|
All
Other
Compensation
($)
|
|
|
|
Total
($)
|
|
|
Ma Hongyu
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Poh Kee Liew (former director)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Gim Hooi Ooi (former director)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr.
Ma Hongyu was appointed as Director on November 10, 2020.
Mr.
Poh Kee Liew resigned all his positions on November 10, 2020.
Mr.
Gim Hooi Ooi resigned all his positions on November 10, 2020.
Board
Committees
We
have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this
Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee
financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring
an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of
having an audit committee financial expert at this time.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director
and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial
owner of 5% or more of the outstanding common stock of the Company as of May 31, 2021.
Beneficial
ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i)
over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has
the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes
of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has
the right to acquire within 60 days of May 31, 2021 are deemed to be outstanding, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute
an admission of beneficial ownership.
|
|
|
Amount and Nature of Beneficial Ownership Common Stock (2)
|
|
|
Name and Address of Beneficial
Owner (1)
|
|
Number of
Shares
Beneficially
Owned
|
|
|
Percentage
Ownership of
Shares of
Common Stock
|
|
|
Ma Hongyu (i)
|
|
|
12,999,500
|
|
|
|
21.001
|
%
|
|
|
|
|
|
|
|
|
|
|
|
All officers and directors as a group (ii)
|
|
|
12,999,500
|
|
|
|
21.001
|
%
|
|
|
|
|
|
|
|
|
|
|
Arden Wealth & Trust (Switzerland) AG (iii)
Bellerivestr 11,
Zurich CH-8008, Switzerland
|
|
|
16,959,684
|
|
|
|
20.939
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Ye Caiyun (iii)
|
|
|
6,190,000
|
|
|
|
10.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Li Wenzhe (iii)
|
|
|
5,953,016
|
|
|
|
9.617
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Wang Zhong (iii)
|
|
|
6,190,000
|
|
|
|
6.767
|
%
|
|
|
|
|
|
|
|
|
|
|
|
He Xiaoyong (iii)
|
|
|
6,189,000
|
|
|
|
9.998
|
%
|
|
(1)
|
Except
as otherwise set forth above, the address of each beneficial owner is c/o SavMobi Technology Inc., Room 502, Unit 1, Building 108,
Red Star Sea Phase 3, Dalian Development Zone, Dalian, Liaoning, China
|
|
|
|
|
(2)
|
Based
on 61,900,000 shares of common stock issued and outstanding as of May 31, 2021.
|
ITEM
13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Except
as set forth below, we had not entered into any transactions with our officers or directors, or persons nominated for these positions,
beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction
or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal
years.
Transactions
with Related Persons
On
April 28, 2015, the Company issued 375,000,000 (7,500,000 pre-split) common shares at $0.00001 ($0.001 pre-split) per share to Lakwinder
Singh Sidhu, the Company’s former Director and CEO, for cash proceeds of $7,500.
On
April 20, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the company
on a basis of 50 new common shares for 1 old common share. All references in these financial statements to number of common shares, price
per share and weighted average number of shares outstanding prior to the 200:1 forward split have been adjusted to reflect the stock
split on a retroactive basis, unless otherwise noted.
On
January 25, 2016, the founding shareholder returned 342,500,000 (6,850,000 pre-split) restricted shares of common stock to treasury for
$10 and the shares were subsequently cancelled by the Company.
On
May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Limited,
by which New Reap Global Limited acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company. New Reap Global
Limited paid $300,000 in cash.
For
the year ended May 31, 2017, the Company received $19,529 from Lakhwinder Singh Sidhu, the Company’s former Director and CEO, for
operating expenses payment and paid back $3,037. On May 1, 2017, Lakhwinder Singh Sidhu forgave the related party loan to the Company
of $20,695. This is reflected in the financial statements as a credit to Additional-Paid-In-Capital.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Fees
paid to Auditors
Audit
Fees
During
fiscal years ended May 31, 2021 and 2020, we incurred approximately $21,560 and $0, respectively, in fees to our principal independent
accountants for professional services rendered in connection with the audit of our May 31, 2021 and 2020 financial statements and for
the reviews of our financial statements for the quarters ended during such periods.
The
SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit
related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies
and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service,
the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s
responsibilities to management.
We
do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Please
see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.
EXHIBIT
INDEX
Item
16. 10-K Summary
As
permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
Index
to Financial Statements
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
To:
|
The
Board of Directors and Stockholders of
|
|
|
SavMobi
Technology Inc.
|
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of SavMobi Technology Inc. (the Company) as of May 31, 2021 and 2020, and the related statements
of operations, stockholders’ equity, and cash flows for each of the two years in the period ended May 31, 2021, and the related
notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of May 31, 2021 and 2020, and the results of its operations and its cash flows for
each of the two years in the period ended May 31, 2021, in conformity with accounting principles generally accepted in the United States
of America.
Explanatory
Paragraph Regarding Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company had incurred substantial losses during the year and have negative working capital, which raises
substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described
in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matter
The
Critical Audit Matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit
matters.
/s/
JLKZ CPA LLP
We
have served as the Company’s auditor since 2021.
JLKZ
CPA LLP.
Flushing,
New York
December
8, 2021
SAVMOBI
TECHNOLOGY INC.
BALANCE
SHEETS
AS
OF MAY 31, 2021 AND 2020
(Audited)
|
|
|
May 31, 2021
|
|
|
May 31, 2020
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
815
|
|
|
$
|
—
|
|
|
Total current assets
|
|
|
815
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
815
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
12,000
|
|
|
$
|
—
|
|
|
Due to related party
|
|
|
30,292
|
|
|
|
—
|
|
|
Total current liabilities
|
|
|
42,292
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment and Contingencies
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit
|
|
|
|
|
|
|
|
|
|
Common stock ($.001 par value, 75,000,000 shares authorized, 61,900,000 shares issued and outstanding as of May 31, 2021 and May 31, 2020, respectively)
|
|
|
61,900
|
|
|
|
61,900
|
|
|
Additional paid in capital
|
|
|
114,197
|
|
|
|
114,197
|
|
|
Accumulated deficit
|
|
|
(217,574
|
)
|
|
|
(176,097
|
)
|
|
Total stockholders’ deficit
|
|
|
(41,477
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
815
|
|
|
$
|
—
|
|
The
accompanying notes are an integral part of these financial statements.
SAVMOBI
TECHNOLOGY INC.
STATEMENTS
OF OPERATIONS
FOR
THE YEARS ENDED MAY 31, 2021 AND 2020
(Audited)
|
|
|
Year Ended
May 31, 2021
|
|
|
Year Ended
May 31, 2020
|
|
|
Revenues
|
|
|
10,000
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
3,000
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
7,000
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
$
|
48,477
|
|
|
$
|
–
|
|
|
Total operating expenses
|
|
|
48,477
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(41,477
|
)
|
|
$
|
–
|
|
|
Net loss per common share – Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
Weighted average number of shares outstanding – Basic and Diluted
|
|
|
61,900,000
|
|
|
|
61,900,000
|
|
The
accompanying notes are an integral part of these financial statements.
SAVMOBI
TECHNOLOGY INC.
STATEMENTS
OF STOCKHOLDERS EQUITY
FOR
THE YEARS ENDED MAY 31, 2021 AND 2020
(Audited)
|
|
|
Common Stock
|
|
|
Additional Paid-in
|
|
|
Stock Subscription
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Receivable
|
|
|
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended May 31, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 loss for the year ended May 31, 2021
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(41,477
|
)
|
|
|
(41,477
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, May 31, 2021
|
|
|
61,900,000
|
|
|
$
|
61,900
|
|
|
$
|
114,197
|
|
|
$
|
–
|
|
|
$
|
(217,574
|
)
|
|
$
|
(41,477
|
)
|
The
accompanying notes are an integral part of these financial statements.
SAVMOBI
TECHNOLOGY INC.
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED MAY 31, 2021 AND 2020
(Audited)
|
|
|
Year Ended
May 31, 2021
|
|
|
Year Ended
May 31, 2020
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(41,477
|
)
|
|
$
|
—
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
12,000
|
|
|
|
—
|
|
|
Net cash used in operating activities
|
|
|
(29,477
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from related parties
|
|
|
30,292
|
|
|
|
—
|
|
|
Net cash provided by financing activities
|
|
|
30,292
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
815
|
|
|
|
—
|
|
|
Cash and cash equivalents, beginning of year
|
|
|
—
|
|
|
|
—
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
815
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW DISCLOSURES:
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Income taxes paid
|
|
$
|
—
|
|
|
$
|
—
|
|
The
accompanying notes are an integral part of these financial statements.
SAVMOBI
TECHNOLOGY INC.
NOTES
TO FINANCIAL STATEMENTS
(Audited)
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 Limited,
by which New Reap Global Limited 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 shares were transferred to Arden Wealth and Trust. 2,000,000 free-trading shares were transferred
from HongLing Shang, 559,684 restricted shares were transferred from New Reap Global Limited and 2,400,000 restricted shares were transferred
each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu, respectively.
On
June 15, 2018, New Reap Global Limited transferred 690,316 restricted shares to EMRD Global Holdings.
On
June 26, 2018, New Reap Global Limited transferred 3,000,000 restricted shares to Fortress Advisors, LLC and 3,000,000 restricted shares
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. After the change of ownership, the Company’s current principal offices is located in Room 502,
Unit 1, Building 108, Red Star Sea Phase 3, Dalian Development Zone, Dalian, Liaoning, China.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying audited financial statements have been prepared in accordance with generally accepted accounting principles for financial
information and with the instructions to Form 10-K. 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. The
Company has adopted May 31 as its fiscal year end.
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 year ended May 31, 2021.
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.
The
Company records revenue from the provision of commercial mobile technical support services on monthly basis. The Company is
operating in provision of commercial mobile technical support services in China. The Company entered into two technical support
service agreements in the beginning of 2021, which is to provide support services to clients’ dedicated data platform, 7x24
hours per week. The response time should be within 4 hours upon receiving the service request.
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.
Earnings
Per Share
The
Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic
and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic
earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common
shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities
or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding
increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic
and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The
Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of
the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary
share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities
had been issued.
Fair
Value of Financial Instruments
Fair
value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to
be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers
assumptions that market participants would use when pricing the asset or liability.
Authoritative
literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use or unobservable
inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest
level of input that is significant to the fair value measurement as follows:
Level
- 1: defined as observable inputs such as quoted prices in active markets;
Level
- 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level
- 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The
carrying amounts of accounts payables and accrued liabilities approximate its fair value due to its relatively short-term maturity.
It
is not, however, practical to determine the fair value of amounts due to related party because the transactions cannot be assumed to
have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these
instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the
associated potential costs.
Related
Party Transactions
A
related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families,
(ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control
with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction
is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company
conducts business with its related parties in the ordinary course of business.
Transactions
involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive,
free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related
party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations
can be substantiated.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under
this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases
of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse.
The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is
recognized as income or loss in the period that includes the enactment date.
New
U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into
law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory
U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating
many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation
of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate
income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay
the one-time transition tax over eight years, or in a single lump-sum payment.
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.
NOTE
3 – GOING CONCERN
The
accompanying audited financial statements have been prepared assuming that the Company continues as a going concern. As shown in the
accompanying audited financial statements, the Company has working capital deficit of $41,477, net cash flows used in operating activities
of $29,477 for the year ended May 31, 2021. This factor raises 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 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As
of May 31, 2021, the accounts payable and accrued liabilities of $12,000, consist of payable to auditor.
NOTE
5 – RELATED PARTY TRANSACTIONS
As of May 31, 2021, there was $30,292 due to related
party, who is our CEO Mr. Ma Hongyu, for working capital purpose. The amount is unsecured and non-interest
bearing with no fixed terms of repayment.
The
Company’s executive office is located at Room 502, Unit 1, Building 108, Red Star Sea Phase 3, Dalian Development Zone, Dalian,
Liaoning, China. This office is furnished to the Company by our CEO at no charge.
NOTE
6 – COMMON STOCK
The
Company is authorized to issue 75,000,000 shares of common stock at a par value of $0.001.
As
of May 31, 2021, there were 61,900,000 shares issued and outstanding.
NOTE
7 – INCOME TAX
The
loss from operation before income tax of the Company for the years ended May 31, 2021 and 2020 was comprised of the following:
|
|
|
For the year ended May 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Tax jurisdictions from:
|
|
|
|
|
|
|
|
|
|
– Local
|
|
$
|
(41,477
|
)
|
|
$
|
-
|
|
|
Loss from operation before income tax
|
|
$
|
(41,477
|
)
|
|
$
|
-
|
)
|
United
States of America
The
Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement
of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and
is subject to United States of America tax law. As of May 31, 2021, the operations in the United States of America incurred $217,574
of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards
begin to expire in 2041, if unutilized. The Company has provided for a full valuation allowance of approximately $45,691 against the
deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more
likely than not that these assets will not be realized in the future.
The
following table sets forth the significant components of the aggregate deferred tax assets of the Company as of May 31, 2021:
|
|
|
As of
May 31, 2021
|
|
|
As of
May 31, 2020
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
|
|
|
|
|
|
|
|
-United States of America
|
|
$
|
45,691
|
|
|
$
|
36,980
|
|
|
Less: valuation allowance
|
|
|
(45,691
|
)
|
|
|
(36,980
|
)
|
|
Deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
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 $45,691 as of May 31, 2021.
NOTE
8 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events
requiring recognition as of May 31, 2021 have been incorporated into these financial statements and there are no subsequent events that
require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
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 10, 2021
|
By:
|
/s/
Ma Hongyu
|
|
|
|
Ma
Hongyu
|
|
|
|
Chief
Executive Officer
|
|
|
|
Chief
Financial Officer
|
Jingbo Technology (PK) (USOTC:SVMB)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Jingbo Technology (PK) (USOTC:SVMB)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
