U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the fiscal year ended
Commission
file number:
| (Exact name of Company as specified in its charter) |
(State of incorporation) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
+
(Company’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate
by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate
by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the Company was required to submit and post such files). Yes ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Act).
The
aggregate market value of voting stock held by non-affiliates of the Company as of the last business day of the Company’s most
recently complete second fiscal quarter was $
As of September 5, 2022, shares of the issuer’s common stock were issued and outstanding.
Documents
Incorporated By Reference:
TABLE OF CONTENTS
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PART I
Item 1. Business.
As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Company,” “we,” “our” or “us” refer to SavMobi Technology, Inc., unless the context otherwise indicates.
Forward-Looking Statements
Certain statements contained in this report, including statements regarding our business, financial condition, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.
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.
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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, 2022 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.
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Employees
As of May 31, 2022, other than its CEO, Mr. Ma Hongyu, the Company has no employees.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this Item 1A.
Item 1B. Unresolved Staff Comments
None
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 is no pending legal proceeding 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 security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
On April 13, 2022, a bid and an ask was initially posted.
The high and low bid prices of our common stock following such date is as follows:
| Quarter Ended | High | Low | |||||
| June 30, 2022 | $ | 1.00 | $ | 0.028 | |||
| September 30, 2022 | $ | 0.15 | $ | 0.10 | |||
The last reported sales price of our common stock on the OTCMarkets on September 6, 2022, was $0.10
Dividend Policy
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
Holders
As of September 11, 2022, there were 61,900,000shares of common stock issued and outstanding, which were held by 21 stockholders of record.
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Equity Compensation Plans
We do not have any equity compensation plans.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
None
Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers
None.
Item 6. Selected Financial Data.
Smaller reporting companies are not required to provide the information required by this Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Management’s Discussion and Analysis ofFinancial Condition and Results of Operations is intended to provide a reader of ourfinancial statements with a narrative from the perspective of our management on ourfinancial condition, results of operations, liquidity, and certain otherfactors that may afect our future results. The following discussion and analysis should be read in conjunction with our audited consolidatedfinancial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historicalfinancial information, thefollowing discussion and analysis containsforward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing ofselected events may differ materiallyfrom those anticipated in theseforward-looking statements as a result ofmanyfactors.
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, 2022, 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, 2022 and Fiscal Year Ended May 31, 2021
The company has generated $nil and $10,000 revenues for the fiscal year ended May 31, 2022 and 2021, respectively. Cost of revenues decreased to $nil for the fiscal year ended May 31, 2022, as compared to $3,000 for the fiscal year ended May 31, 2021. General and administrative expenses decreased to $43,026 for the fiscal year ended May 31, 2022, as compared to $48,477 for the fiscal year ended 2021, both of them are include professional services expenses and transfer agent fee. We had net loss of $43,026 and $41,477 for the fiscal year ended May 31, 2022 and 2021, respectively.
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Capital Resources and Liquidity
Fiscal Year Ended May 31, 2022 and Fiscal Year Ended May 31, 2021
Cash Used in Operating Activities
For the years ended May 31, 2022 and 2021, the Company had cash used in operating activities in the amount of $47,060 and $29,477, respectively, which were primarily due to net loss for the year, prepayment, and accounts payable and accrued liabilities.
Cash Provided by Financing Activities
For the years ended May 31, 2022 and 2021, the Company realized cash provided by financing activities in the amount of $46,245 and $30,292, respectively, which was advances from our CEO for working capital purposes.
As of May 31, 2022, we have cash of $0. As of May 31, 2021, we had cash of $815.
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
On June 8, 2022, three (3) shareholders of SavMobi Technology, Inc. (the “Company”), including Ma Hongyu, Ye Caiyun, and Li Wenzhe entered into stock purchase agreements with an aggregate of five (5) non-U.S. accredited investors (the “Purchase Agreements”) to sell an aggregate of 25,095,788 shares of common stock of SavMobi Technology, Inc. (the “Company”), which represents approximately 40.54% of the issued and outstanding shares of common stock of the Company, for consideration of $250,958.
The Purchase Agreements were fully executed and delivered on June 8, 2022. Zhang Yiping and Chen Xinxin acquired approximately 24.54% and 6.46% of the issued and outstanding shares of the Company, respectively, and the remaining purchasers each acquired less than 4.99% of the issued and outstanding shares.
| Purchasers | Shares acquired | % | ||||||
| Zhang Yiping | 15,189,500 | 24.54 | % | |||||
| Chen Xinxin | 4,000,000 | 6.46 | % | |||||
| Wang Yanfang | 2,000,000 | 3.23 | % | |||||
| Liu Chen | 2,000,000 | 3.23 | % | |||||
| Liu Ying | 1,906,288 | 3.08 | % | |||||
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In addition, on June 8, 2022, Mr. Ma Hongyu, submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and Chief Financial Officer, respectively, effective immediately. On the same day, Mr. Ma Hongyu, the sole member of the Company’s board of directors, appointed Ms. Chen Xinxin as Director and Chairman of the Board, and following such appointment, Mr. Ma Hongyu submitted his resignation of members of the Board, President, Secretary and Treasurer, which resignations were effective immediately.
On June 8, 2022, Ms. Chen Xinxin was also appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, effective immediately
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, 2022 and 2021, 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 Disclosure.
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 31,2022.
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, 2022 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.
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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, 2022.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our executive officers and director are as follows:
| Name | Age | Position | ||
| Ma Hongyu | 43 | Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and Chairman of the Board of Directors | ||
| Poh Kee Liew | 49 | Former Chief Executive Officer and Chairman of the Board of Directors (Resigned on November 10, 2020) | ||
| Gim Hooi Ooi | 40 | Former Chief Financial Officer and member of the Board of Directors (Resigned on November 10, 2020) |
Mr. Ma Hongyu (“Mr. Ma”), age 43, 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, organizing cultural and art events 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 does 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.
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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) | 2022 | - | - | - | - | - | - | ||||||||
| Ma
Hongyu (Chief Executive Officer) | 2020 | - | - | - | - | - | - | ||||||||
| Poh Kee Liew – (Former Chief Executive Officer) | 2022 | - | - | - | - | - | - | ||||||||
| Poh Kee Liew – (Former Chief Executive Officer) | 2020 | - | - | - | - | - | - | ||||||||
| Gim Hooi Ooi – (Former Chief Financial Officer) | 2022 | - | - | - | - | - | - | ||||||||
| 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 2022 or 2021. None of our executive officers received any equity awards, including, options, restricted awards stock, performance or other equity incentives during the fiscal year ended May 31, 2022 and May 31, 2021.
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, 2022.
| DIRECTOR COMPENSATION | |||||||||||||||||||||
Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non- Equity Incentive Plan Compensation | Non- Qualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||
| Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||
| 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.
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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, 2022.
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, 2022 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 | Percentae 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, | 12,959,684 | 20.936 | % | |||||
| Ye Caiyun (iii) | 6,190,000 | 10.00 | % | |||||
| Li Wenzhe (iii) | 5,906,288 | 9.542 | % | |||||
| (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, 2022. |
Item 13. Certain Relationships 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.
| 12 |
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, 2022 and 2021, we incurred approximately $14,000 and $21,560, respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of our May 31, 2022 and 2021 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. Exhibit and 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. Form 10–K Summary.
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
| 13 |
Index to Financial Statements
| F-1 |
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, 2022 and 2021, and the related statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended May 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended May 31, 2022, 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 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. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. We determined that there are no critical audit matters.
/s/
We have served as the Company’s auditor since 2021.
JLKZ
CPA LLP. (PCAOB ID
September 15, 2022
| F-2 |
SAVMOBI TECHNOLOGY INC.
BALANCE SHEETS
AS OF MAY 31, 2022 AND 2021
(Audited)
| May 31, 2022 | May 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’S EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Due to related party | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Commitment and Contingencies | ||||||||
| Stockholders’ deficit | ||||||||
| Common stock ($ par value, shares authorized, share issued and outstanding as of May 31, 2022 and May 31, 2021, respectively) | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
SAVMOBI TECHNOLOGY INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2022 AND 2021
(Audited)
Year Ended May 31, 2022 | Year Ended May 31, 2021 | |||||||
| Revenues | ||||||||
| Cost o revenues | ||||||||
| Gross profit | ||||||||
| Operating expense | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | $ | $ | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share – Basic and Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding – Basic and Diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
SAVMOBI TECHNOLOGY INC.
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
FOR THE YEARS ENDED MAY 31, 2022 AND 2021
(Audited)
| Additional | Stock | |||||||||||||||||||||||
| Common Stock | Paid-in | Subscription | Accumulated | |||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Deficit | Total | |||||||||||||||||||
| Balance, May 31, 2020 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net loss for the year ended May 31, 2021 | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, May 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Debt forgiven from a related party | ||||||||||||||||||||||||
| Net loss for the year ended May 31, 2022 | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, May 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
SAVMOBI TECHNOLOGY INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2022 AND 2021
(Audited)
| Year
Ended May 31, 2022 | Year
Ended May 31, 2021 | |||||||
| Cash flows from operating activities: | - | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities | - | |||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from related parties | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Net increase in cash and cash equivalents | $ | ( | ) | $ | ||||
| Cash and cash equivalents, beginning of year | ||||||||
| cash and cash equivalents, end of year | ( | ) | ||||||
| Supplemental Cash Flow Disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
| Debt forgiven from a related party | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
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 shares of common stock, representing
On March 19, 2018, New Reap Global transferred restricted shares to Eng Wah Kung.
On May 10, 2018 and May 30, 2018, shares were transferred to Arden Wealth and Trust. free-trading shares were transferred from HongLing Shang, restricted shares were transferred from New Reap Global Limited and 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 restricted shares to EMRD Global Holdings.
On June 26, 2018, New Reap Global Limited transferred restricted shares to Fortress Advisors, LLC and restricted shares to Baywall Inc.
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, 2022.
| F-7 |
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. No revenue has been recognized in fiscal year 2022.
Cost of revenues
Cost of revenues consist of the outsourced services, including platform storage, maintenance and development, provided by a service provider on monthly basis.
The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
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.
| F-8 |
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.
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.
| F-9 |
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 $
The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required.
The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 4 – PREPAID EXPENSES
As
of May 31, 2022, the prepaid expenses $
NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As
of May 31, 2022, the accounts payable and accrued liabilities of $
NOTE 6 – RELATED PARTY TRANSACTIONS
As
of May 31, 2022, there was $
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 7 – COMMON STOCK
The Company is authorized to issue shares of common stock at a par value of $.
As of May 31, 2022 and 2021, there were shares issued and outstanding.
NOTE 8 – INCOME TAX
The loss from operation before income tax of the Company for the years ended May 31, 2022 and 2021 was comprised of the following:
| For the year ended May 31, | ||||||||
| 2022 | 2021 | |||||||
| Tax jurisdictions from: | ||||||||
| – Local | $ | $ | ||||||
| Loss from operation before income tax | $ | $ | ||||||
United States of America
| F-10 |
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of May 31, 2022:
As of May 31, 2022 | As of May 31, 2021 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | ||||||||
| -United States of America | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| 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 $
NOTE 9 – SUBSEQUENT EVENTS
The Company has evaluated all transactions May 31, 2022 through the date these financial statements were available to be issued, and has determined that there are no events that would require disclosure in or adjustment to these financial statements except for the event listed below.
On
June 8, 2022, three (3) shareholders of SavMobi Technology, Inc. (the “Company”), including Ma Hongyu, Ye Caiyun, and Li
Wenzhe entered into stock purchase agreements with an aggregate of five (5) non-U.S. accredited investors (the “Purchase Agreements”)
to sell an aggregate of shares of common stock of SavMobi Technology, Inc. (the “Company”), which represents approximately
The
Purchase Agreements were fully executed and delivered on June 8, 2022. Zhang Yiping and Chen Xinxin acquired approximately
| Purchasers | Shares acquired | % | ||||||
| Zhang Yiping | % | |||||||
| Chen Xinxin | % | |||||||
| Wang Yanfang | % | |||||||
| Liu Chen | % | |||||||
| Liu Ying | % | |||||||
In addition, on June 8, 2022, Mr. Ma Hongyu, submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and Chief Financial Officer, respectively, effective immediately. On the same day, Mr. Ma Hongyu, the sole member of the Company’s board of directors, appointed Ms. Chen Xinxin as Director and Chairman of the Board, and following such appointment, Mr. Ma Hongyu submitted his resignation of members of the Board, President, Secretary and Treasurer, which resignations were effective immediately.
On June 8, 2022, Ms. Chen Xinxin was also appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, effective immediately.
| F-11 |
Exhibits
Exhibit No. |
Description | |
| 3.1 | Amended and Restated Articles of Incorporation of Savmobi Technology, Inc.* | |
| 3.2 | Bylaws* | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certifications* | |
| 32.1 | Section 1350 Certification, Principal Executive Officer* | |
| 32.2 | Section 1350 Certification, Principal Financial Officer* | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith |
| 14 |
SIGNATURES
Purusant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SAVMOBI TECHNOLOGY, INC. | ||
| Dated: September 19, 2022 | By: | /s/ Chen Xinxin |
| Name: | Chen Xinxin | |
| Title: | President, Chief Executive Officer, Chief Financial Officer and Secretary and Director (Principal Executive, Financial and Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| Dated: September 19, 2022 | By: | /s/ Chen Xinxin |
| Name: | Chen Xinxin | |
| Title: | President, Chief Executive Officer, Chief Financial Officer and Secretary and as a director (Principal Executive, Financial and Accounting Officer) |
| 15 |