Jingbo Technology (SVMB) Q3 shows losses, VIE risks and high leverage
Rhea-AI Filing Summary
Jingbo Technology, Inc. reported continued losses and significant balance sheet pressure for the nine months ended November 30, 2025. Net revenues were $1.20 million, down from $1.49 million a year earlier, while the net loss narrowed to $2.01 million from $6.20 million. The business generated a modest operating cash outflow of $96,099.
The Company remains highly leveraged and in a deficit position. Total liabilities were $37.91 million against total assets of $12.24 million, resulting in a shareholders’ deficit of $25.67 million. Current liabilities exceeded current assets, creating a working capital deficit of $7.07 million as of November 30, 2025.
Management explicitly concludes there is substantial doubt about Jingbo’s ability to continue as a going concern and is relying on potential equity and debt financing and related-party support. The filing also details extensive use of variable interest entity structures in China, with contractual arrangements needed to control operating entities, and notes that regulatory changes or enforcement in the PRC could materially disrupt operations and consolidation of those VIEs.
Positive
- None.
Negative
- Substantial doubt about going concern: recurring losses, an accumulated deficit of $37.31 million, and a $7.07 million working capital deficit lead management to conclude there is substantial doubt about the Company’s ability to continue as a going concern.
- Highly leveraged balance sheet and large long-term payables: total liabilities of $37.91 million versus $12.24 million in assets, including $22.13 million in long-term payable and a restructured bank loan subject to default interest and potential court enforcement, create significant financial risk.
Insights
Heavy leverage, going-concern doubt, and long-dated related-party debt dominate.
Jingbo Technology shows a stressed capital structure. As of
Management states there is “substantial doubt” about the ability to continue as a going concern, citing recurring losses, accumulated deficit of
Net cash used in operating activities was modest at
Operations depend on PRC VIE contracts that face legal and policy uncertainty.
The business is operated largely through PRC variable interest entities, including Zhejiang Jingbo Ecological Technology, Hangzhou Zhuyi, Guangzhou Keqiao and their subsidiaries. Control is achieved via power of attorney, exclusive option, exclusive business cooperation, equity pledge, and spousal consent agreements. The Company states it is entitled to substantially all economic benefits and must absorb expected losses of these entities, so they are consolidated as Group 1 and Group 2, which together generate essentially all operating activity.
The filing highlights that China’s Foreign Investment Law contains a catch-all definition of foreign investment and does not explicitly address VIE structures. It notes that if authorities view these arrangements as non-compliant, regulators could revoke business licenses, confiscate income, require restructuring, or restrict use of financing proceeds. The Company acknowledges that enforceability of contracts depends on nominee shareholders and evolving PRC interpretations, and that losing the ability to direct VIE activities or receive their economic benefits would prevent consolidation.
While management currently views the risk of losing control as remote based on existing facts, the text stresses that changes in PRC laws, regulations, or enforcement approaches could materially affect operations and financial reporting. Given the importance of the VIEs to revenue and assets, any adverse regulatory action on these structures would have a significant negative impact on the overall group.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
Or
For the transition period from __________ to __________
Commission
file number:
(Exact name of Company as specified in its charter)
| (State
of incorporation) |
(I.R.S.
Employer Identification No.) |
| (Address of principal executive offices) | Zip Code |
(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 Act:
| Title of Each Class | Name of Each Exchange On Which Registered | |
| N/A |
Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate
by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the Company was required to submit and post such files).
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). Yes ☐ No
As of January 12, 2026, shares of the issuer’s common stock were issued and outstanding.
Documents Incorporated By Reference: None
FORM 10-Q
TABLE OF CONTENTS
Page No. | ||
| PART I. - FINANCIAL INFORMATION | 3 | |
| Item 1. | Financial Statements | 3 |
| Condensed Consolidated Balance Sheets as of November 30, 2025 (Unaudited) and February 28, 2025 (Audited) | 3 | |
| Condensed Consolidated Statements of Operations for the Nine Months Ended November 30, 2025 and 2024 | 4 | |
| Condensed Consolidated Statements of Stockholders’ Equity/(Deficit) | 5 | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 30, 2025 and 2024 | 6 | |
| Notes to Financial Statements (Unaudited) | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 |
| Item 4. | Controls and Procedures | 35 |
| PART II - OTHER INFORMATION | 36 | |
| Item 1. | Legal Proceedings | 36 |
| Item 1A | Risk Factors | 36 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 |
| Item 3. | Defaults Upon Senior Securities | 36 |
| Item 4. | Mine Safety Disclosures | 36 |
| Item 5. | Other Information | 36 |
| Item 6. | Exhibits | 36 |
| SIGNATURES | 37 | |
| 2 |
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements.
Jingbo Technology, Inc.
Condensed Consolidated Balance Sheets
November 30, 2025 (Unaudited) | February 28, 2025 (Audited) | |||||||
| $ | $ | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Amount due from related parties | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total Assets | ||||||||
| Liabilities and Stockholders’ (Deficit) Equity | ||||||||
| Current liabilities | ||||||||
| Short-term Loan | ||||||||
| Accounts payables | ||||||||
| Advances from customers | ||||||||
| Other current payables | ||||||||
| Taxes payable | ||||||||
| Amounts due to related parties | ||||||||
| Operating lease liabilities, current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Long-term Loan | ||||||||
| Long term payable | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock ($ par value, shares authorized, shares issued and outstanding as of November 30, 2025 and February 28, 2025) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Deficit | ||||||||
| 3 |
Jingbo Technology, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
Three months ended November 30, 2025 | Three months ended November 30, 2024 | Nine months ended November 30, 2025 | Nine months ended November 30, 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net revenues | ||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross income/(loss) | ( | ) | ( | ) | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Bad debt provision | ||||||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income/(expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other income/(expenses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income before income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive loss: | ||||||||||||||||
| Foreign current translation income/(loss) | ( | ) | ( | ) | ||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to: | ||||||||||||||||
| Owners of the Company | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ( | ) | ||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Total comprehensive loss attributable to: | ||||||||||||||||
| Owners of the Company | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ( | ) | ||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Loss per common share: | ||||||||||||||||
| Basic and diluted | ) | ) | ) | ) | ||||||||||||
| Weighted average number of common shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| 4 |
Jingbo Technology, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
For the nine months ended November 30, 2025 and 2024
| Additional | Other | Total | Non- | |||||||||||||||||||||||||||||
| Common Stock | Paid In | Accumulated | Comprehensive | Shareholders’ | controlling | Total | ||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income/(loss) | Equity | Interest | Equity | |||||||||||||||||||||||||
| Balance at, February 29, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ) | ||||||||||||||||||||||||||||||
| Capital Contribution | ( | ) | ||||||||||||||||||||||||||||||
| Disposal of subsidiaries | ||||||||||||||||||||||||||||||||
| Balance at, November 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at, February 28, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at, November 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| 5 |
Jingbo Technology, Inc.
Condensed Consolidated Statements of Cash Flows
For the nine months ended November 30, 2025 and 2024
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Net loss | ( | ( | ) | |||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Bad debt expense | ( | ) | ||||||
| Amortization of right-of-use assets | ||||||||
| Loss on disposal of fixed assets | ||||||||
| Loss from disposal of subsidiary | ||||||||
| Transfers from construction in progress to costs of revenue | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ||||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Other non-current assets | ||||||||
| Accounts payable and other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Proceeds from sale of property, plant and equipment | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Purchase of other non-current assets | ( | ) | ||||||
| Interest-free loan lent to related parties | ( | ) | ||||||
| Interest-free loan repaid by related parties | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from interest-free loan from a related party | ||||||||
| Repayment of interest-free loan to a related party | ( | ) | ||||||
| Disposal of subsidiaries, net of cash disposed of | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net increase/(decrease) of cash and cash equivalents | ||||||||
| Cash and cash equivalents–beginning of year | ||||||||
| Cash and cash equivalents–end of year | ||||||||
| Supplementary cash flow information: | ||||||||
| Income taxes | ||||||||
| Interest expense | ||||||||
| 6 |
1. Organization and Principal Activities
On March 6, 2015, SavMobi Technology Inc. (“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.
On
May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Ltd.,
by which New Reap Global Ltd. acquired shares of common stock, representing
On March 19, 2018 New Reap Global transferred restricted shares to Eng Wah Kung.
On May 10, 2018 and May 30, 2018, were transferred to Arden Wealth and Trust. shares are free trading from HongLing Shang, restricted shares from New Reap Global, LTD and each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu. On June 15, 2018 New Reap Global transferred restricted shares to EMRD Global Holdings.
On June 26, 2018 New Reap Global transferred restricted shares to FORTRESS ADVISORS, LLC and to Baywall Inc.
On
June 8, 2022, three (3) shareholders of 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 the Company, which represents approximately
The
transaction contemplated in Purchase Agreements closed on June 8, 2022. Zhang Yiping and Chen Xinxin acquired approximately
| Purchasers | % | |||||||
| Zhang Yiping | % | |||||||
| Chen Xinxin | % | |||||||
| Wang Yanfang | % | |||||||
| Liu Chen | % | |||||||
| Liu Ying | % | |||||||
On
December 15, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Intellegence
Parking Group Limited (“Intellegence Parking”), a Cayman Island company formed on June 29, 2022, Chen Xinxin (“Xinxin”),
the officer and director, and control shareholder of Intelligence and the shareholders of Intelligence (the “Shareholders”).
Under the Share Exchange Agreement, One Hundred Percent (
Immediately after completion of such share exchange, the Company held a total of issued and outstanding shares of Intellegence. Zhang Guowei is the sole director of Intellegence Parking.
Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and Intellegence is now a wholly owned subsidiary.
Intellegence Parking was incorporated on June 29, 2022 under the laws of Cayman Islands, which was controlled by Guowei Zhang, Xiujuan Chen, Hongwei Li and Chuchu Zhang. Intellegence Parking is an investment holding company.
| 7 |
Intellegence Parking (Hong Kong) Limited (“Intellegence HK”) was incorporated on July 20, 2022 under the laws of Hong Kong SAR. Intelligence HK is a wholly subsidiary of Intellegence Parking since incorporation and it is an investment holding company.
Huixin Zhiying (Hangzhou) Technology Co. (“Huixin WFOE”) was incorporated on October 24, 2022 under the laws of PRC. It is a wholly owned subsidiary of Intellegence HK since incorporation and it is an investment holding company.
Pursuant to the Business Operation Agreement entered into among Huixin WFOE and Zhejiang Jingbo Ecological Technology Co. between November 15 and 11, 2022, the Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective nominee shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.
On November 18, 2024, Jingbo Technology, Inc. the Company entered into a Shares Exchange Agreement (the “Shares Exchange Agreement”), Xinghe Technology Limited (“Xinghe”), a British Virgin Islands company and Hangdu Technology Limited (“Hangdu”), a British Virgin Islands company and the sole shareholder of Xinghe. Pursuant to the Share Exchange Agreement, the Company issued shares of common stock, par value $ per share (the “Common Stock”) of the Company to Hangdu, in consideration for the acquisition of all the issued and outstanding shares in Xinghe (the “Acquisition”). Hangdu transfered all the issued and outstanding shares of Xinghe at the closing of the Share Exchange Agreement.
On December 9, 2024, the Acquisition was completed pursuant to the terms of the Shares Exchange Agreement dated November 18, 2024 described in the Company’s Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2024. As consideration for the Acquisition, the Company issued shares of Common Stock to Hangdu in exchange for the ordinary shares, representing all the issued and outstanding shares of Xinghe, owned by Hangdu. After the Acquisition, Hangdu became the largest shareholder of Jingbo and held approximately % issued and outstanding shares of Jingbo. Xiujuan Chen, a citizen of People’s Republic of China, is the sole shareholder of Hangdu.
Keqiao Limited HK was incorporated under the laws of the HK on October 2, 2024, which was fully owned by Xinghe. Keqiao Limited HK is an investment holding company. Keqiao WFOE was incorporated under the laws of the PRC on September 22, 2024. Its sole director is Xiujuan Chen. It specializes in digital culture and creative software development.
Guangzhou Keqiao Enterprise Management Consulting Co., Ltd. (“Keqiao WFOE”) was incorporated under the laws of the PRC on August 22, 2024. Its sole director is Xiujuan Chen. It mainly focuses on IT system maintenance, digital content creation, AI and big data solutions, software and system development.
Keqiao WFOE entered into a series of contractual arrangements, including equity pledge agreements, shareholders’ voting rights proxy agreement, exclusive business cooperation agreements, and exclusive call option agreements, with Guangzhou Keqiao, giving Keqiao WFOE’s right to control and operate the business of Guangzhou Keqiao.
Hangzhou Tianniu Information Technology Co., Ltd (“Tianniu”) was incorporated under the laws of the PRC on April 10, 2025. Its sole director is Leilei Wu. It mainly focuses on IT system and information technology services.
The Company consolidated its financial statements due to common control.
The Company’s major subsidiaries, VIEs and VIE’s subsidiaries are described as follows:
| Country/Place and date of | Percentage of direct or indirect economic benefits ownership | |||||||||
| Companies |
incorporation/establishment | November 30, 2025 | February 28, 2025 | |||||||
| Major Subsidiaries | ||||||||||
| Intellegence Parking Group Limited | % | % | ||||||||
| Intellegence Parking (Hong Kong) Limited | % | % | ||||||||
| Huixin Zhiying (Hangzhou) Technology Co. | % | % | ||||||||
| Guangzhou Keqiao Enterprise Management Consulting Co., Ltd | % | % | ||||||||
| Xinghe Technology Limited | % | % | ||||||||
| Major VIEs (Including VIE’s Subsidiaries) | ||||||||||
| Zhejiang Jingbo Ecological Technology Co. | % | % | ||||||||
| Hangzhou Zhuyi Technology Co. | % | % | ||||||||
| Guangzhou Keqiao Technology Co., Ltd | % | % | ||||||||
| Hangzhou Tianniu Information Technology Co., Ltd | % | % | ||||||||
| 8 |
2. Variable Interest Entities
Pursuant to two Business Operation Agreements, one was entered into among Huixin WFOE and Zhejiang Jingbo Ecological Technology Co., and the other among Keqiao WFOE and Guangzhou Keqiao, the Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective nominee shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.
Zhejiang Jingbo Ecological Technology Co. is a PRC company which was formed on December 18, 2019 and is engaged in the business of smart parking application software and platform operations business. Zhang Guowei has been the Chairman of Zhejiang Jingbo Ecological Technology Co. since December 2019.
Hangzhou
Zhuyi Technology Co. (“Hangzhou Zhuyi”) was incorporated under the laws of the PRC on November 13, 2017 with a capital of
RMB
Zhejiang Linglingyi Network Technology Co. (“Linglingyi”) was incorporated on November 17, 2018. Its sole director is Guowei Zhang. Hangzhou Zhuyi acquired % of Linglingyi on April 29. 2022. Its main businesses are smart parking projects and smart parking mobile applications. On October 12, 2024, Linglingyi was deregistered.
Liangshan
Tongfu Technology Co. (“Liangshan”) was incorporated on November 13, 2018. On September 29, 2022, Hangzhou Zhuyi entered
in a share agreement with Hangzhou Kaai Technology Co. to purchase % of Liangshan’s shares. As a result, Hangzhou Zhuyi holds
Zhuyi
Technology (Anping) Co. (“Anping”) was incorporated on May 12, 2022, which is
Haikou Zhuyi Technology Co. (“Haikou”) was incorporated on May 9, 2022 which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications. On August 27, 2024, Haikou was transferred.
Yibin
Huibo Technology Co. (“Yibin”) was incorporated on July 4, 2019, which is
Xide
Zhuyi Technology Co. (“Xide”) was incorporated on October 14, 2021, which is
Hubei Tongpo Parking Management Co. (“Tongpo”) was incorporated on November 4, 2020, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
| 9 |
Zhuyi
Technology (Taining) Co. (“Taining”) was incorporated on May 18, 2021, which is
Zhongxiang Huji Town Zhuyi Technology Co. (“Huji”) was incorporated on August 14, 2023, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Leshan
Zhuyi Qifeng Intelligent Technology Development Co. (“Leshan”) was incorporated on March 14, 2024, which is
Hangzhou Tianniu Information Technology Co., Ltd (“Tianniu”) was incorporated under the laws of the PRC on April 10, 2025. Its sole director is Leilei Wu. It focues on IT system and information technology services.
Intellengence Parking Group Limited provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, variable interest entities, Jingbo VIE (“VIE 1”) and its subsidiaries (Collectively, the “Group 1”).
Keqiao WFOE entered into a series of contractual arrangements, including equity pledge agreements, shareholders’ voting rights proxy agreement, exclusive cooperation agreements, and exclusive call option agreements, with Guangzhou Keqiao giving Keqiao WFOE’s right to control and operate the business of Guangzhou Keqiao.
Guangzhou Keqiao was incorporated under the laws of the PRC on August 22, 2024. Its sole director is Xiujuan Chen. It mainly focuses on IT system maintenance, digital content creation, AI and big data solutions, software and system development.
Shaoxing Keqiao was incorporated under the laws of the PRC on February 18, 2022, which was fully owned by Guangzhou Keqiao. It mainly focuses on intelligent parking projects.
Xinghe provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, Keqiao VIE (“VIE 2”), and its subsidiaries (collectively, the “Group 2”).
a. Contractual agreements with VIEs
Power of Attorney/ Shareholder’s Voting Right Proxy Agreement
Pursuant to the power of attorney agreements among the Wholly Foreign Owned Enterprises (“WFOE(s)”), the VIEs and their respective nominee shareholders, each nominee shareholder of the VIEs irrevocably undertakes to appoint the WFOE, as the attorney-in-fact to exercise all of the rights as a shareholder of the VIEs, including, but not limited to, the right to convene and attend shareholders’ meeting, vote on any resolution that requires a shareholder vote, such as appoint or remove directors and other senior management, and other voting rights pursuant to the articles of association (subject to the amendments) of the VIEs. Each power of attorney agreement is irrevocable and remains in effect as long as the nominee shareholders continues to be a shareholder of the VIEs. Unless otherwise required by PRC Laws, none of the VIEs or its shareholders can unilaterally terminate this agreement.
| 10 |
Exclusive (Call) Option Agreements
Pursuant to the exclusive option agreements among WFOEs, the VIEs and their respective nominee shareholders, the nominee shareholders granted WFOEs exclusive right to purchase, when and to the extent permitted under PRC law, all or part of the equity interests from shareholders of VIEs. The exercise price for the options to purchase all or part of the equity interests shall be the minimum amount of consideration permissible under then applicable PRC law. The agreement shall be valid until WFOEs or its designated party purchases all the shares from shareholders of VIEs. The terms of the exclusive option agreement are 10 years and can be automatically extended until such time WFOEs delivers a confirmation letter specifying the renewal term of this agreement. Unless otherwise required by PRC Laws, the VIEs or its shareholders shall not unilaterally terminate this agreement.
Exclusive Business Corporation Agreement
Pursuant to the exclusive business cooperation agreements among the WFOEs and the VIEs, respectively, the WFOEs have the exclusive right to provide the VIEs with services related to, among other things, comprehensive technical support, professional training, consulting services, trademark and copyright of system,. Without prior written consent of the WFOEs, the VIEs agree not to directly or indirectly accept the same or any similar services provided by any others regarding the matters ascribed by the exclusive business cooperation agreements. The VIEs agree to pay the WFOEs services fees, which shall be determined by the WFOEs. The WFOEs have the exclusive ownership of intellectual property rights created as a result of the performance of the agreements. The agreements shall remain effective except that the WFOEs are entitled to terminate the agreements in writing. Unless otherwise required by PRC Laws, the VIEs shall not unilaterally terminate this agreement.
Equity Pledge Agreement
Pursuant to the equity pledge agreements among the WFOEs, the VIEs and their respective nominee shareholders, the nominee shareholders of the VIEs pledged all of their respective equity interests in the VIEs to the WFOEs as collaterals for performance of the obligations of the VIEs and their nominee shareholders under the exclusive business cooperation agreements, the power of attorney agreements, and the exclusive option agreements. The nominee shareholders of the VIEs also undertake that, during the term of the equity pledge agreements, unless otherwise approved by the WFOEs in writing, they will not transfer the pledged equity interests or create or allow any new pledge or other encumbrance on the pledged equity interests. These equity pledge agreements remain in force until VIEs and their respective nominee shareholders discharge all their obligations under the contractual agreements.
Spousal Consent Letter
Pursuant to the spousal consent letters, the spouses of some of the individual nominee shareholders of the VIEs unconditionally and irrevocably agree that the equity interest in the VIEs held by and registered in the name of his or her respective spouse will be disposed of pursuant to the relevant exclusive business cooperation agreements, equity pledge agreements, the exclusive option agreements and the power of attorney agreements, without his or her consent. In addition, each of them agrees not to assert any rights over the equity interest in the VIEs held by their respective spouses. In addition, in the event that any of them obtains any equity interest in the VIEs held by their respective spouses for any reason, such spouses agree to be bound by similar obligations and agreed to enter into similar contractual arrangements.
b. Risks in relation to the VIE structure
On March 15, 2019, the National People’s Congress adopted the Foreign Investment Law of the PRC, which became effective on January 1, 2020, together with their implementation rules and ancillary regulations. The Foreign Investment Law does not explicitly classify contractual arrangements as a form of foreign investment, but it contains a catch-all provision under the definition of “foreign investment”, which includes investments made by foreign investors through means stipulated in laws or administrative regulations or other methods prescribed by the State Council. It is unclear whether the Group’s corporate structure will be seen as violating the foreign investment rules as the Group is currently leveraging the contractual arrangements to operate certain business in which foreign investors are prohibited from or restricted to investing. If variable interest entities fall within the definition of foreign investment entities, the Group’s ability to use the contractual arrangements with its VIEs and the Group’s ability to conduct business through the VIEs could be severely limited.
| 11 |
If the PRC government otherwise finds that the Group in violation of any existing or future PRC laws or regulations or lacks the necessary permits or licenses to operate the business, the Group’s relevant PRC regulatory authorities could:
● revoke the business licenses and/or operating licenses of the Group’s PRC entities;
● impose fines;
● confiscate any income that they deem to be obtained through illegal operations, or impose other requirements with which the Group may not be able to comply;
● discontinue or place restrictions or onerous conditions on the Group’s operations;
● place restrictions on the right to collect revenues;
● require the Group to restructure ownership structure or operations, including terminating the contractual agreements with the VIEs and deregistering the equity pledges of the VIEs, which in turn would affect the ability to consolidate the financial results of and derive economic interests from the VIEs and their subsidiaries;
● restrict or prohibit the use of the proceeds from financing activities to finance the business and operations of the VIEs and their subsidiaries; or
● take other regulatory or enforcement actions that could be harmful to the Group’s business.
The imposition of any of these penalties may result in a material and adverse effect on the Group’s ability to conduct the Group’s business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIEs or the right to receive its economic benefits, the Group would no longer be able to consolidate the VIEs. The management believes that the likelihood for the Group to lose such ability is remote based on current facts and circumstances. However, the interpretation and implementation of the laws and regulations in the PRC and their application to an effect on the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual arrangements. Meanwhile, since the PRC legal system continues to rapidly evolve, it may lead to changes in PRC laws, regulations and policies or in the interpretation and application of existing laws, regulations and policies, which may limit legal protections available to the Group to enforce the contractual arrangements should the VIEs or the nominee shareholders of the VIEs fail to perform their obligations under those arrangements. The enforceability, and therefore the benefits, of the contractual agreements between the Company and the VIEs depend on nominee shareholders enforcing the contracts. There is a risk that nominee shareholders of VIEs, who in some cases are also shareholders of the Company may have conflict of interests with the Company in the future or fail to perform their contractual obligations. Given the significance and importance of the VIEs, there would be a significant negative impact to the Company if these contracts were not enforced.
The Group’s operations depend on the VIEs to honor their contractual agreements with the Group. The Company’s ability to direct activities of the VIEs that most significantly impact their economic performance and the Company’s right to receive the economic benefits that could potentially be significant to the VIEs depend on the authorization by the shareholders of the VIEs to exercise voting rights on all matters requiring shareholder approval in the VIEs. The Company believes that the agreements on authorization to exercise shareholder’s voting power are enforceable against each party thereto in accordance with their terms and applicable PRC laws or regulations currently in effect and the possibility that it will no longer be able to consolidate the VIEs as a result of the aforementioned risks and uncertainties is remote.
| 12 |
c. Summary of financial information of the Group’s VIEs (inclusive of VIE’s subsidiaries)
The following tables set forth the financial statement balances and amounts of the VIEs and their subsidiaries included in the condensed consolidated financial statements after the elimination of intercompany balances and transactions among VIEs and their subsidiaries within the Group.
Group 1
| November 30, 2025 | February 28, 2025 | |||||||
| $ | $ | |||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Amounts due from related parties | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets | ||||||||
| Other non-current assets | ||||||||
| Total Assets | ||||||||
| Short-term Loan | ||||||||
| Accounts payables | ||||||||
| Advances from customers | ||||||||
| Other current payables | ||||||||
| Taxes payable | ||||||||
| Amounts due to related parties | ||||||||
| Operating lease liabilities, current | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Long-term bank borrowing | ||||||||
| Total Liabilities | ||||||||
| Total Shareholders’ Deficit of Group 1 | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Deficit of Group 1 | ||||||||
Nine Months Ended November 30, 2025 | Nine Months Ended November 30, 2024 | |||||||
| $ | $ | |||||||
| Net revenues | ||||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross income/ (loss) | ( | ) | ||||||
| Total costs and expenses | ( | ) | ( | ) | ||||
| Operating loss | ( | ) | ( | ) | ||||
| Total other expenses | ( | ) | ( | ) | ||||
| Loss before taxes from operations | ( | ) | ( | ) | ||||
| Provision for income taxes | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss attributable to Group 1 | ( | ) | ( | ) | ||||
| 13 |
Nine Months Ended November 30, 2025 | Nine Months Ended November 30, 2024 | |||||||
| $ | $ | |||||||
| Net cash provided by/(used in) operating activities | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Net cash (used in)/provided by financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of period | ||||||||
| Cash and cash equivalents at the end of period | ||||||||
Group 2
| November 30, | February 28, | |||||||
| 2025 | 2025 | |||||||
| Cash and cash equivalents | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Amounts due from related parties | ||||||||
| Total Assets | ||||||||
| Other current payables | ||||||||
| Amounts due to related parties | ||||||||
| Long term payable | ||||||||
| Total Liabilities | ||||||||
| Total Shareholders’ Deficit of Group 2 | ||||||||
| Total Liabilities and Shareholders’ Deficit of Group 2 | ||||||||
| Nine Months Ended | ||||
| November 30, 2025 | ||||
| Net revenues | ||||
| Cost of revenues | ||||
| Gross income/ (loss) | ||||
| Total costs and expenses | ( | ) | ||
| Operating loss | ( | ) | ||
| Total other income/(expense) | ||||
| Loss before taxes from operations | ( | ) | ||
| Provision for income taxes | ||||
| Net loss | ( | ) | ||
| Net loss attributable to Group 2 | ( | ) | ||
| Nine Months Ended November 30, 2025 | ||||
| Net cash used in operating activities | ( | ) | ||
| Net cash provided by /(used in) investing activities | ||||
| Net cash provided by financing activities | ||||
| Effect of exchange rate changes on cash and cash equivalents | ||||
| Net increase in cash and cash equivalents | ( | ) | ||
| Cash and cash equivalents at the beginning of period | ||||
| Cash and cash equivalents at the end of period | ||||
| 14 |
3. Summary of Significant Accounting Policies
The Company’s significant accounting policies have not changed from the year ended February 28, 2025.
The accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United Statements of America. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these unaudited condensed interim financial statements. These unaudited condensed interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025, as filed with the SEC on June 12, 2025. Operating results for the nine months ended November 30, 2025 are not necessarily indicative of the results that may be expected for any subsequent quarter or for the year ending February 28, 2026.
Going Concern
The
Company incurred net loss of $
Management has determined there is substantial doubt about its ability to continue as a going concern. Management will implement strategies and plans to grow the Company’s business and generate substantial revenue, and take further measures to control operating costs. Management is trying to alleviate the going concern risk through the following sources:
| ● | Equity financing to support its working capital; |
| ● | Other available sources of financing (including debt) from banks and other financial institutions; and |
| ● | Financial support and credit guarantee commitments from the Company’s related parties. |
Based on the above considerations, manager is of the opinion that the Company will probably not have sufficient funds to meet its working capital requirements if the Company is unable to obtain additional financing. There is no assurance that the Company will be successful in implementing the foregoing plans or that additional financing will be available to the Company on commercially reasonably terms, or at all.
The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course business. The consolidated financial statements do not include any adjustments that might result from outcome of such uncertainties.
Foreign currency translation
The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are in Renminbi (RMB). The Company’s assets and liabilities are translated into United States dollars from RMB at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
| November 30, 2025 | February 28, 2025 | November 30, 2024 | ||||||||||
| Period/Year end RMB: US$ exchange rate | ||||||||||||
| Annual average RMB: US$ exchange rate | ||||||||||||
The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.
The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive effects of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warrants are calculated using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
| 15 |
4. Account Receivables
The Company does not provide any credit terms to its customers for smart parking. Cash will be collected by the exit of parking lots. The Company provides one to three months credits term for customers purchasing parking equipment.
5. Prepaid Expenses and Other Current Assets
| November 30, 2025 | February 28, 2025 | |||||||
| Prepayment to vendors | ||||||||
| Prepayment for rental | ||||||||
| Deposit | ||||||||
| Rent receivable (a) | ||||||||
| Loan receivable (b) | ||||||||
| Advances to employees | ||||||||
| Other | ||||||||
| VAT | ||||||||
| Total | ||||||||
| Allowance for doubtful debt | ( | ) | ( | ) | ||||
| (a) | |
| (b) |
6. Property, Plant and Equipment, Net
| Furniture, fixtures and office equipment | Building (a) | Vehicles | Project Facilities | Construction in progress | Total | |||||||||||||||||||
| Cost | ||||||||||||||||||||||||
| At February 28,2025 | ||||||||||||||||||||||||
| Additions during the year | ||||||||||||||||||||||||
| Disposals during the year | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Effects of currency translation | ||||||||||||||||||||||||
| At November 30, 2025 | ||||||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||
| At February 28,2025 | ||||||||||||||||||||||||
| Depreciation during the year | ||||||||||||||||||||||||
| Disposals during the year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Effects of currency translation | ||||||||||||||||||||||||
| At November 30, 2025 | ||||||||||||||||||||||||
| Impairment provision | ||||||||||||||||||||||||
| At February 28,2025 | ||||||||||||||||||||||||
| Additions during the year | ||||||||||||||||||||||||
| Disposals during the year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Effects of currency translation | ||||||||||||||||||||||||
| At November 30, 2025 | ||||||||||||||||||||||||
| Net book value | ||||||||||||||||||||||||
| At February 28,2025 | ||||||||||||||||||||||||
| At November 30, 2025 | ||||||||||||||||||||||||
| (a) |
| 16 |
7. Intangible Assets
| Cost | ||||
| At February 28, 2025 | ||||
| Additions during the year | ||||
| Disposals during the year | ||||
| Effects of currency translation | ||||
| At November 30, 2025 | ||||
| Accumulated depreciation | ||||
| At February 28, 2025 | ||||
| Depreciation during the year | ||||
| Disposals during the year | ||||
| Effects of currency translation | ||||
| At November 30, 2025 | ||||
| Net book value | ||||
| At February 28, 2025 | ||||
| At November 30, 2025 | ||||
The following table presents future amortization as of November 30, 2025:
| Year ended November 30, 2025 | Amount | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | $ | |||
| 17 |
8. Right-of-use Assets
| $ | ||||
| Cost | ||||
| At February 28, 2025 | ||||
| Additions during the year | ||||
| Write-off during the year | ( | ) | ||
| Effects of currency translation | ||||
| At November 30, 2025 | ||||
| Accumulated depreciation | ||||
| At February 28, 2025 | ||||
| Depreciation during the year | ||||
| Write-off during the year | ( | ) | ||
| Effects of currency translation | ||||
| At November 30, 2025 | ||||
| Net book value | ||||
| At February 28, 2025 | ||||
| At November 30, 2025 | ||||
| 18 |
9. Borrowings
On September 18, 2024, the Company’s subsidiary,
Hangzhou Zhuyi, entered into a loan agreement of $
On September 12, 2025, through mediation by the Hangzhou
Banking and Insurance Industry People’s Mediation Committees, Hangzhou Zhuyi a new agreement with Zhejiang Chouzhou Commercial
Bank. Under the new agreement, Hangzhou Zhuyi will pay default interest at an annual rate of
If the company fails to comply with any of these terms,
the loan shall be deemed immediately due and payable. Default interest shall accrue from the date of default at an annual rate of
The above borrowing is secured by Hangzhou Zhuyi Technology Co., Ltd, and
fixed asset of Floor 1 to 6, No. 1 to 10, Chuangyi Road, Yinhu Village, Shoujiang Town, Fuyang District, China, it was with the highest
secured amount of $
10. Other payables and Accruals
| November 30, 2025 | February 28, 2025 | |||||||
| $ | $ | |||||||
| Accrued payroll and welfare payables | ||||||||
| Deposit | ||||||||
| Loans payable | ||||||||
| Refund (a) | ||||||||
| Other (b) | ||||||||
| (a) |
| (b) |
| 19 |
11. Related Party Transactions
The following is a list of related parties which the Company had transactions with during the nine months ended November 30, 2025 and the year ended February 28, 2025:
| Name | Relationship | |||
| (a) | Strength Union Holdings Limited | |||
| (b) | Virtue Victory Holdings Limited | |||
| (c) | Intellegence Triumph Holdings Limited | |||
| (d) | Guowei Zhang | |||
| (e) | Sichuan Zhicheng Qifeng Technology Co., Ltd | |||
| (f) | Xiujuan Chen | |||
| (g) | Hongwei Li | |||
| (h) | Chuchu Zhang |
(a) The Company had the following balances due to and due from related parties:
At November 30, 2025 and February 28, 2025, the Company owned funds from the following related parties:
| February 28, 2025 | Provided | Received Repayment | Reclass | Exchange Rate Translation | November 30, 2025 | |||||||||||||||||||
| Intellegence Triumph Holdings Limited | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Virtue Victory Holdings Limited | ||||||||||||||||||||||||
| Strength Union Holdings Limited | ||||||||||||||||||||||||
| Hongwei Li | ( | ) | ||||||||||||||||||||||
| Sichuan Zhicheng Qifeng Technology Co., Ltd | ||||||||||||||||||||||||
| Total amounts due from related parties | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
At November 30, 2025 and February 28, 2025, the Company owed funds to the following related parties:
| February 28, 2025 | Borrowed | Repaid | Reclass | Exchange Rate Translation | November 30, 2025 | |||||||||||||||||||
| Guowei Zhang | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Xiujuan Chen | $ | |||||||||||||||||||||||
| Chuchu Zhang | ( | ) | ||||||||||||||||||||||
| Total amounts due to related parties | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
Advances from Guowei Zhang were unsecured, non-interest bearing and due on demand.
| 20 |
12. Income Taxes
PRC
The
Company’s subsidiaries incorporated in the PRC are subject to a profits tax rate of
The full realization of the tax benefit associated with the carry forward losses depends predominantly upon the Company’s ability to generate taxable income during the carry forward period.
Income tax expense (benefits)
| November 30, 2025 | November 30, 2024 | |||||||
| $ | $ | |||||||
| Loss before tax | ( | ) | ( | ) | ||||
| Tax credit calculated at statutory tax rate | ( | ) | ( | ) | ||||
| Effect of different tax rates | ||||||||
| Deferred tax asset not recognized during the year | ||||||||
| Income tax expense | ||||||||
As of November 30, 2025 and February 28, 2025, the significant components of the deferred tax assets and deferred tax liabilities are summarized below:
| November 30, 2025 | February 28, 2025 | |||||||
| $ | $ | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carrying forward | ||||||||
| Allowance on doubtful accounts | ||||||||
| Deferred tax assets, gross | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | ||||||||
The Company accounts for income taxes using the asset/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 period in which the differences are expected to reverse. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profits will be available against which the Company can utilize the benefits.
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.
13. Leases
Right-of-use
(“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the
obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date
based on the estimated present value of lease payments over the lease term. The Company entered into 4 agreements for renting
offices, and warehouses. As of November 30, 2025, the Company has $
Significant assumptions and judgments made as part of the adoption of this new lease standard include determining (i) whether a contract contains a lease, (ii) whether a contract involves an identified asset, and (iii) which party to the contract directs the use of the asset. The discount rates used to calculate the present value of lease payments were determined based on hypothetical borrowing rates available to the Company over terms similar to the lease terms.
| 21 |
The Company’s future minimum payments under long-term non-cancellable operating leases are as follows:
As of November 30, 2025 | As of February 28, 2025 | |||||||
| $ | $ | |||||||
| Within 1 year | ||||||||
| After 1 year but within 5 years | ||||||||
| over 5 years | ||||||||
| Total lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total lease obligations | ||||||||
| Less: current obligations | ( | ) | ( | ) | ||||
| Long-term lease obligations | ||||||||
14. Long term payable
| November 30, 2025 | February 28, 2025 | |||||||
| $ | $ | |||||||
| Long term payable | ||||||||
During the years ended February 29, 2024, the Company entered into fourteen contracts with fourteen agents allowing them to use the Company’s software application to parking lots in the cities that are specified in the contracts for collecting fee. These contracts were terminated by the end of February 29, 2024 by mutual agreements. The balance of long-term payable as of February 29, 2024 represents the refund being paid in 12 months.
The
Company entered into a three-year loan with Zhibo on September 20, 2019. The agreement commenced on October 1, 2019. The maximum borrowing
is RMB
Due to business restructure, Zhibo was deregistered at the beginning of 2023. Before deregistration, on January 15, 2023, Zhibo transferred the debts to a number of companies/partnerships with the clauses unchanged. The table below set forth the amount transferred to each Zhibo’s creditor as of January 15, 2023.
| Transferee | Transferred amounts (RMB) | Transferred amounts (USD) | ||||||
| Hangzhou Chiyi Enterprise Management Partnership (Limited Partnership) | ||||||||
| Hangzhou Chuangzhu Enterprise Management Partnership (Limited Partnership) | ||||||||
| Hangzhou HongKuo Enterprise Management Partnership (Limited partnership) | ||||||||
| Hangzhou Hongying Enterprise Management Partnership (Limited Partnership) | ||||||||
| Hangzhou Liujin Enterprise Management Partnership (Limited Partnership) | ||||||||
| Hangzhou Ruiqi Enterprise Management Partnership (Limited Partnership) | ||||||||
| Hangzhou Zhusheng Enterprise Management Partnership (Limited Partnership) | ||||||||
| Hangzhou Zhuyuan Enterprise Management Partnership (Limited Partnership) | ||||||||
| Hangzhou Jizhong Ecological Technology Co., Ltd. | ||||||||
| Hangzhou Liujin Enterprise Management Partnership Co., Ltd. | ||||||||
| Hangzhou Renyigou E-Commerce Co., Ltd. | ||||||||
| Hangzhou Yixin Supply Chain Management Co., Ltd. | ||||||||
| Hangzhou Zhizhu Parking Co., Ltd. | ||||||||
| Total | ||||||||
For helping the Company consolidate debts and providing financial support to the Company, Shaoxing Keqiao, whose sole shareholder is Xiujuan Chen, took over the debts from the businesses mentioned in the table. Loan transfer agreements were executed on March 16 and 17, 2023 with the original clauses unchanged. Xiujuan Chen is also one of the shareholders of the Company. After the loans transferred to Shaoxing Keqiao, outstanding balances were offset in part or in full if the transferees were our current debtors.
| 22 |
The below table shows the movements of loans before the transfers and the final amounts being transferred.
| Transferor | Balance as at January 15, 2023 (RMB) | Offset (RMB) | Increase (RMB) | Transferred amounts (RMB) | Transferred amounts (USD) | |||||||||||||||
| Hangzhou Chiyi Enterprise Management Partnership (Limited Partnership) | ||||||||||||||||||||
| Hangzhou Chuangzhu Enterprise Management Partnership (Limited Partnership) | ||||||||||||||||||||
| Hangzhou HongKuo Enterprise Management Partnership (Limited partnership) | ||||||||||||||||||||
| Hangzhou Hongying Enterprise Management Partnership (Limited Partnership) | ||||||||||||||||||||
| Hangzhou Liujin Enterprise Management Partnership (Limited Partnership) | ||||||||||||||||||||
| Hangzhou Liujin Enterprise Management Partnership Co., Ltd. | ||||||||||||||||||||
| Hangzhou Ruiqi Enterprise Management Partnership (Limited Partnership) | ( | ) | ||||||||||||||||||
| Hangzhou Zhusheng Enterprise Management Partnership (Limited Partnership) | ||||||||||||||||||||
| Hangzhou Zhuyuan Enterprise Management Partnership (Limited Partnership) | ||||||||||||||||||||
| Hangzhou Jizhong Ecological Technology Co., Ltd. | ( | ) | ||||||||||||||||||
| Hangzhou Renyigou E-Commerce Co., Ltd. | ( | ) | ||||||||||||||||||
| Hangzhou Yixin Supply Chain Management Co., Ltd. | ( | ) | ||||||||||||||||||
| Hangzhou Zhizhu Parking Co., Ltd. | ( | ) | ||||||||||||||||||
| Total | ( | ) | ||||||||||||||||||
Between
May 19, 2023 and July 24, 2023, apart from Hangzhou Chiyi Enterprise Management Partnership and Hangzhou Ruiqi Enterprise Management
Partnership, all other partnerships were deregistered. Prior to deregistration, these partnerships transferred loans to Hangzhou Jizhong
Ecological Technology Co., Ltd. totaling $
Shaoxing Keqiao entered into new agreements before the original loans expired.
On
September 30, 2024, Shaoxing Keqiao entered into a five-year loan agreement of $
On
September 30, 2024, Shaoxing Keqiao entered into a five-year loan agreement of $
On
September 30, 2024, Shaoxing Keqiao entered into a five-year loan agreement of $
| 23 |
15. Non-controlling interests (NCI)
Non-controlling interests (“NCI”) represent the portion of net assets in consolidated entities that are not owned by the Company.
The following table represent the non-controlling ownership interests and non-controlling interest balances reported in stockholder’s equity as of November 30, 2025 and February 28, 2025 respectively.
| Xide | Taining | Leshan | Total | |||||||||||||||||||||||||||||
| 113025 | 022825 | 113025 | 022825 | 113025 | 022825 | 113025 | 022825 | |||||||||||||||||||||||||
| NCI ownership interest | % | % | % | % | % | % | ||||||||||||||||||||||||||
| NCI balances | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
The summarized financial information for subsidiary that has non-controlling interest which are material to the Company is provided below. This information is based on amounts before inter-company elimination.
Summarized statement of financial position as at
| Xide | Taining | Leshan | Total | |||||||||||||||||||||||||||||
| 113025 | 022825 | 113025 | 022825 | 113025 | 022825 | 113025 | 022825 | |||||||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||||||||
| Current liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Non-current liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net assets | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Xide | Taining | Leshan | Total | |||||||||||||||||||||||||||||
| 113025 | 022825 | 113025 | 022825 | 113025 | 022825 | 113025 | 022825 | |||||||||||||||||||||||||
| Net Assets | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Less: Zhuyi capital and additional paid-in capital | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Less: OCI | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Accumulated Deficits | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Accumulated Deficits attributable to NCI | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Plus: OCI attributable to NCI | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| NCI balances | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| 24 |
16. Reserves
Statutory reserve
Foreign currency translation reserve
The foreign currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency.
17. Segment Reporting
ASC
280, Disclosures about Segments, of an Enterprise and Related Information, establishes standards for reporting information about operating
segments. Operating segments are defined as components of an enterprise engaging in business activities from which they may earn revenues
and incur expenses, and about which separate financial information is available that is evaluated regularly by the chief operating decision-marker,
or decision-making group (the “CODM”), in deciding how to allocate resources and in assessing performance.
Chief
executive officer is determined as the CODM of the Company. The Company has organized operations into
The following table set forth the operating segment reporting:
| Nine Months Ended | ||||||||||||||||
| November 30, 2025 | ||||||||||||||||
| Parking fee | Winery sales | Others | Consolidated | |||||||||||||
| Revenues | ||||||||||||||||
| Segment gross profit | ||||||||||||||||
| Segment gross margin | % | % | % | % | ||||||||||||
| Selling expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| R&D expenses | ||||||||||||||||
| Bad debt provision | ( | ) | ( | ) | ||||||||||||
| Interest expense, net | ||||||||||||||||
| Other income/expenses, net | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income / (loss) | ( | ) | ( | ) | ||||||||||||
Nine Months Ended November 30, 2024 | ||||||||||||||||
| Parking fee | Winery sales | Others | Consolidated | |||||||||||||
| Revenues | ||||||||||||||||
| Segment gross profit | ( | ) | ( | ) | ||||||||||||
| Segment gross margin | ( | )% | % | % | ( | )% | ||||||||||
| Selling expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| R&D expenses | ||||||||||||||||
| Interest expense, net | ||||||||||||||||
| Other income/expenses, net | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income/(loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| As of November 30, 2025 | ||||||||||||||||
| Parking fee | Winery sales | Others | Consolidated | |||||||||||||
| Total assets | ||||||||||||||||
| As of February 28, 2025 | ||||||||||||||||
| Parking fee | Winery sales | Others | Consolidated | |||||||||||||
| Total assets | ||||||||||||||||
| 25 |
18. Quantitative and Qualitative Disclosure about Market Risks
| A. | Credit risk |
| The Company’s deposits are with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss if the banks become insolvent. | |
| Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC. The credit risk with respect to account receivables is mitigated by credit control policies we carry out with respect to our customers and our ongoing monitoring process of outstanding balances. | |
| B. | Economic and political risks |
| The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC. | |
| The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. | |
| C. | Interest risk |
| The Company is subject to interest rate risk when long term loans become due and require refinancing. | |
| D. | Sensitivity analysis |
| The
long-term loans are free of interest for the first 48 months however if interest were to charge at an annual rate of |
19. Subsequent Events
The Company has performed an evaluation of subsequent events through January 12, 2026, which was the date of the issuance of the consolidated financial statements, and determined that no events would have required adjustment or disclosure in the consolidated financial statements other than that discussed above.
| 26 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.
Special Note Regarding Forward Looking Statements
In addition to historical information, this report contains forward-looking statements. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
Overview
On March 6, 2015, SavMobi Technology Inc. (“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.
On May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Ltd., by which New Reap Global Ltd. acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company.
On March 19, 2018 New Reap Global transferred 250,000 restricted shares to Eng Wah Kung.
On May 10, 2018 and May 30, 2018, 16,959,684 were transferred to Arden Wealth and Trust. 2,000,000 shares are free trading from HongLing Shang, 559,684 restricted shares from New Reap Global, LTD and 2,400,000 each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu.
On June 15, 2018 New Reap Global transferred 690,316 restricted shares to EMRD Global Holdings.
On June 26, 2018 New Reap Global transferred 3,000,000 restricted shares to FORTRESS ADVISORS, LLC and 3,000,000 to Baywall Inc.
On November 10, 2020, ten (10) shareholders of the Company, including affiliates Arden Wealth & Trust (Switzerland) AG and New Reap Global Limited, entered into stock purchase agreements with an aggregate of nineteen (19) non-U.S. accredited investors to sell an aggregate of 42,440,316 shares of common stock of the “Company, which represents approximately 68.6% of the issued and outstanding shares of common stock of the Company.
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On June 8, 2022, three (3) shareholders of 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 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 | % | |||||
On December 15, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Intellegence Parking, a Cayman Island company formed on June 29, 2022, Chen Xinxin (“Xinxin”), the officer and director, and control shareholder of Intelligence and the shareholders of Intelligence (the “Shareholders”), which closed on January 5, 2023. Under the Share Exchange Agreement, one hundred percent (100%) of the ownership interest of Intellegence was exchanged for 1,000,000,000 shares of common stock of the Company issued to the Shareholders, in accordance with the Share Exchange Agreement. The former stockholders of Intellegence acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Intellegence is the accounting acquirer.
Immediately after completion of such share exchange, the Company held a total of 200,000,000 issued and outstanding shares of Intellegence. Zhang Guowei is the sole director of Intellegence Parking.
Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and Intellegence is now a wholly owned subsidiary.
Intellegence Parking was incorporated on June 29, 2022 under the laws of Cayman Islands. It is controlled by Guowei Zhang, Xiujuan Chen, Hongwei Li and Chuchu Zhang. Intellegence Parking is an investment holding company.
Intellegence HK was incorporated on July 20, 2022 under the laws of Hong Kong SAR. Intelligence HK is a wholly subsidiary of Intellegence Parking since incorporation and it is an investment holding company.
Huixin WFOE was incorporated on October 24, 2022 under the laws of PRC. It is a wholly owned subsidiary of Intellegence HK since incorporation and it is an investment holding company.
Pursuant to Business Operation Agreements, one entered into among Huixin WFOE and Zhejiang Jingbo Ecological Technology Co., and the other among Keqiao WFOE and Guangzhou Keqiao, the Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective nominee shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.
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Zhejiang Jingbo Ecological Technology Co. is a PRC company which was formed on December 18, 2019 and is engaged in the business of smart parking application software and platform operations business. Zhang Guowei has been the Chairman of Zhejiang Jingbo Ecological Technology Co. since December 2019.
Hangzhou Zhuyi was incorporated under the laws of the PRC on November 13, 2017 with a capital of RMB 60,000,000. The majority shareholder at the time of establishment was Guowei Zhang. On April 1, 2020, Zhejiang Jingbo Ecological Technology became the sole shareholder of Hangzhou Zhuyi. Hangzhou Zhuyi is specialized in smart parking projects, smart parking mobile applications and cloud platform construction innovation.
Xide was incorporated on October 14, 2021, which is 67% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Tongpo was incorporated on November 4, 2020, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Taining was incorporated on May 18, 2021, which is 72% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Huji was incorporated on August 14, 2023, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
Intellengence Parking Group Limited provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, variable interest entities (“VIE(s)”) and VIE’s subsidiaries.
On March 8, 2023, the Company changed its name from Savmobi Technology, Inc. to Jingbo Technology, Inc. by filing a certificate of amendment with the Nevada Secretary of State. On February 8, 2024, Financial Industry Regulatory Authority (“FINRA”) announced the Company’s name change.
On February 5, 2024, the Company conducted a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-200 (the “Reverse Stock Split”). After the Reverse Stock Split, the Company’s authorized capitalization is 50,000,000 common shares with a par value of $0.001 per share. The issued and outstanding number of shares of the Company’s Common Stock correspondingly decreased to 5,315,412.
On February 28, 2024, the Company changed its fiscal year end from May 31 to the last day of February.
On March 14, 2024, Leshan was incorporated under the laws of PRC which is 65% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects.
| 29 |
On August 27, 2024, Hangzhou Zhuyi entered into a shares transfer agreement with Qiaofei Li and Haikou. Pursuant to the agreement, Hangzhou Zhuyi transferred 90% of the equity interest of Haikou to Qiaofei Li and 10% to Lili Xu, for consideration of $0. Haikou has no material operations before the transfer, and Hangzhou Zhuyi received a valuation report from a third party before it entered into the agreement.
On the same date, Hangzhou Zhuyi entered into a shares transfer agreement with Lili Xu and Yibin. Pursuant to the shares transfer agreement, Hangzhou Zhuyi transferred all the entity interest it owned in Yibin to Lili Xu for consideration of $0. Yibin has no material operations before the transfer, and Hangzhou Zhuyi received a valuation report from a third party before it entered into the agreement.
On the same date, Hangzhou Zhuyi entered into a shares transfer agreement with Changsen Chi and Liangshan. Pursuant to the shares transfer agreement, Hangzhou Zhuyi transferred all the equity interest it owned in Liangshan to Changsen Chi for consideration of $0. Liangshan has no material operations before the transfer, and Hangzhou received a valuation report from a third party before it entered into the agreement.
On September 3, 2024, the board of directors (the “Board”) of the Company approved and adopted the Amended and Restated Bylaws (the “Amended Bylaws”) which became effectively immediately. The Amended Bylaws (i) revised the principal business location of the Company and (ii) lowered the minimum votes required for actions taken by written consent of stockholders to the majority of the issued and outstanding shares of the Company.
On October 30, 2024, the Company filed with the Nevada Secretary of State a Certificate of Amendment of the Articles of Incorporation (the “Certificate of Amendment”). The Certificate of Amendment increased the number of authorized shares of common stock, $0.001 par value per share (the “Common Stock”), from 50,000,000 shares to 50,000,000,000 shares (the “Authorized Capital Change”). The Authorized Capital Change took effect on October 17, 2024.
On November 18, 2024, the Company entered into a Shares Exchange Agreement (the “Shares Exchange Agreement”), Xinghe and Hangdu, a British Virgin Islands company and the sole shareholder of Xinghe. Pursuant to the Share Exchange Agreement, the Company issued 550,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company to Hangdu, in consideration for the acquisition of all the issued and outstanding shares in Xinghe (the “Acquisition”). Hangdu will transfer all the issued and outstanding shares of Xinghe at the closing of the Share Exchange Agreement.
On December 9, 2024, the Acquisition was completed. As consideration for the Acquisition, the Company issued 550,000,000 shares of Common Stock to Hangdu in exchange for the 50,000 ordinary shares, representing all the issued and outstanding shares of Xinghe, owned by Hangdu. After the Acquisition, Hangdu became the largest shareholder of Jingbo and held approximately 99.0% issued and outstanding shares of Jingbo. Xiujuan Chen, a citizen of People’s Republic of China, is the sole shareholder of Hangdu. Xinghe is the sole shareholder of Keqiao Limited, which is incorporated in Hong Kong and holds 100% of Keqiao WFOE, which is incorporated in Guangzhou, China. Keqiao WFOE entered into a series of contractual arrangements, including equity pledge agreements, shareholders’ voting rights proxy agreement, exclusive business cooperation agreements, and exclusive call option agreements, with Guangzhou Keqiao , giving Keqiao WFOE’s right to control and operate the business of Guangzhou Keqiao. Guangzhou Keqiao is the sole shareholder of Shaoxing Keqiao Zhuyi Technology Co., Ltd. (“Shaoxing Keqiao”), an innovative technology company incorporated in China specializing in intelligent parking projects. After the Acquisition, Jingbo will continue its smart parking business in Zhejiang, China. Shaoxing Keqiao is an innovative technology company specializing in intelligent parking projects in Zhejiang, China. The platform owned by Shaoxing Keqiao supports online payment of parking fees, enabling seamless access to parking spaces, which greatly improves the user’s parking experience. Shaoxing Keqiao utilizes modern information technologies such as the Internet of Things, big data, cloud computing, and mobile payment to provide solutions for the intelligent management and service of urban parking resources. Prior to the Acquisition, the Company’s ability to continue as a going concern was dependent on long-term loan in the amount of $22,032,891 (the “Debt”) owed to Shaoxing Keqiao. Following the Acquisition, the Company no longer owes the Debt to Shaoxing Keqiao or to the controlling person of Shaoxing Keqiao.
Tianniu was incorporated under the laws of the PRC on April 10, 2025. Its sole director is Leilei Wu. It mainly focuses on IT system and information technology services.
| 30 |
Corporate Structure
For the Three Months Ended November 30, 2025 Compared to the Three Months Ended November 30, 2024
Revenue from parking fee
The Company generated $300,481 in revenue from parking fee during the three months ended November 30, 2025 compared to $499,530 during the three months ended November 30, 2024. Revenue mainly comprised of parking fee. The decrease in revenue from parking fees was mainly contributed by the termination of Xiaoshan Airport project.
Cost of Revenues for parking fee
During the three months ended November 30, 2025, the Company incurred $ 259,010 in cost of revenues compared to $ 596,416 for the three months ended November 30, 2024. Cost of revenue mainly consisted of depreciation, salary and professional fee. The decrease in cost of revenues was contributed by the decrease in salary and rental expenses.
Gross income /loss
Gross income was $57,377 for the three months ended November 30, 2025 compared to gross loss of $57,233 for the three months ended November 30, 2024. The increase was mainly contributed by the decrease in salary and rental expenses.
Selling and marketing expenses
During the three months ended November 30, 2025, we incurred selling and marketing expenses of $120,862 compared to $9,992 for the three months ended November 30, 2024. Selling and marketing expenses mainly included salary expenses, traveling expenses, hospitality expenses and professional fees. The increase in selling and marketing expenses was primarily due to a increase in salary and professional fees.
General and Administrative Expenses
During the three months ended November 30, 2025, we incurred general and administrative expenses of $693,444 compared to $588,216 incurred during the three months ended November 30, 2024. General and administrative expenses mainly consisted of salary expense and professional fees. The increase in general and administrative expenses was mainly due to the increase in office fees and hospitality expenses.
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Research and development expenses
During the three months ended November 30, 2025, we incurred research and development expenses of $85,742 compared to $110,401 for the three months ended November 30, 2024. R&D expenses mainly included salary expenses and depreciation expenses. The decrease in R&D expenses was contributed by a decrease in these main expenses.
Net loss
As the result of foregoing, the net loss for the three months ended November 30, 2025 and 2024 was $815,416 and $726,432 respectively. The increase in net loss was mainly due to the increase in selling and general and administrative expenses..
For the Nine Months Ended November 30, 2025 Compared to the Nine Months Ended November 30, 2024
Revenue from parking fee
The Company generated $1,029,502 in revenue from parking fee during the nine months ended November 30, 2025 compared to $1,202,675 during the nine months ended November 30, 2024. Revenue mainly comprised of parking fee. The decrease in revenue from parking fees was mainly contributed by termination of the Xiaoshan airport project.
Revenue from winery sales
The Company generated $70,001 in revenues from winery sales during the nine months ended November 30, 2025 compared to $270,875 during the nine months ended November 30, 2024. The decrease in revenue from winery sales was mainly due to the demand in winery market has declined,.
Cost of revenues for parking fee
During the nine months ended November 30, 2025, the Company incurred $ 859,107 in cost of revenues compared to $1,805,390 for the nine months ended November 30, 2024. Cost of revenue mainly consisted of depreciation, salary and professional fee. The decrease in cost of revenues was contributed by the decrease in salary and rental expenses.
Cost of revenue for winery sales
During the nine months ended November 30, 2025, the Company incurred $61,872 in cost of revenues compared to $245,921 for the nine months ended November 30, 2024. Cost of revenue mainly consisted of inventory purchasing cost. The decrease in cost of revenue was contributed by the purchasing needs.
Gross income/ loss
Gross income was $249,877 for the nine months ended November 30, 2025 compared to gross loss of $562,329 for the nine months ended November 30, 2024. The decrease was mainly contributed by the decrease in salary and rental expenses.
Selling and marketing expenses
During the nine months ended November 30, 2025, we incurred selling and marketing expenses of $175,953 compared to $427,939 for the nine months ended November 30, 2024. Selling and marketing expenses mainly included salary expenses, traveling expenses, hospitality expenses and professional fees. The decrease in selling and marketing expenses was primarily due to a decrease in travel reimbursement and business expenses.
General and Administrative Expenses
During the nine months ended November 30, 2025, we incurred general and administrative expenses of $1,934,166 compared to $2,344,664 incurred during the nine months ended November 30, 2024. General and administrative expenses mainly consisted of salary expense and professional fees. The decrease in general and administrative expenses was mainly due to the decrease in business expense, travel reimbursement, hospitality expenses, assets and transportation expenses.
| 32 |
Research and development expenses
During the nine months ended November 30, 2025, we incurred research and development expenses of $210,683 compared to $277,385 for the nine months ended November 30, 2024. R&D expenses mainly included salary expenses and depreciation expenses. The decrease in R&D expenses was contributed by a decrease in these main expenses.
Net loss
As the result of foregoing, the net loss for the nine months ended November 30, 2025 and 2024 was $2,010,615 and $6,203,946 respectively. The decrease in net loss was mainly due to the loss on disposal of subsidiaries during the nine months ended November 30, 2024.
Liquidity and Capital Resources
As of November 30, 2025, the Company had total assets of $12,241,667 comprising current assets of $7,310,028 and non-current assets of $4,931,639 compared to total assets of $12,222,816 consisting of current assets of $7,085,559 and non-current assets of $5,137,257 as of February 28, 2025. The Company’s total liabilities as of November 30, 2025 were $37,913,700 , which was comprised of current liabilities of $14,384,044 and non-current liabilities of $23,529,656. This compares with total liabilities of $35,231,324 as of February 28, 2025, which was comprised of current liabilities of $13,670,065 and non-current liabilities of $21,561,259.
The following is a summary of the Company’s cash flows provided by/(used in) operating, investing, and financing activities for the nine months ended November 30, 2025 and 2024.
Nine Months Ended November 30, 2025 | Nine Months Ended November 30, 2024 | |||||||
| Net cash used in operating activities | (96,099 | ) | (1,207,051 | ) | ||||
| Net cash used in investing activities | (105,003 | ) | (407,803 | ) | ||||
| Net cash provided by financing activities | 257,736 | 1,631,884 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 4,293 | (16,907 | ) | |||||
| Net increase in cash and cash equivalents | 60,927 | 123 | ||||||
| Cash and cash equivalents at the beginning of period | 114,757 | 148,505 | ||||||
| Cash and cash equivalents at the end of period | 175,684 | 148,628 | ||||||
Cash Flows from Operating Activities
For the nine months ended November 30, 2025, net cash used in operating activities was $96,099, mainly comprised of a net loss of $2,010,615, an increase in prepaid expenses and other current assets of $15,096, an increase in inventories of $61,214, the bad debt expense reversal of $224,671, and offset by depreciation and amortization expenses of $362,187, amortization of right of use assets of $7,072, an decrease in account receivables of $312,864, and a increase in accounts payables and other current liabilities of $1,405,525.
For the nine months ended November 30, 2024, net cash used in operating activities was $1,207,051, mainly comprised of a net loss of $6,203,946, a decrease in prepaid expenses and other current assets of $2,536,115 and offset by loss on disposal of subsidiaries of $2,086,434 and a decrease in accounts payables and other current liabilities of $3,554,712.
Cash Flows from Investing Activities
Net cash used in investing activities was $105,003 for the nine months ended November 30, 2025, mainly comprising a purchase of property, plant and equipment of $89,414, and interest-free loan lent to related parties of $16,275.
Net cash used in investing activities was $407,803 for the nine months ended November 30, 2024, mainly comprising a purchase of property and equipment of $484,198, a purchase of other non-current assets of $21,695, and offset by interest-free loan repaid by related parties of $96,004.
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Cash Flows from Financing Activities
For the nine months ended November 30, 2025, net cash provided by financing activities was $257,736 compared $1,631,884 for the nine months ended November 30, 2024, both of which mainly came from proceeds from interest-free loan from related parties.
Going Concern Consideration
In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to (1) the net loss of $2,010,615 during the nine months ended November 30, 2025; (2) total deficit of $37,305,032 as of November 30, 2025; and (3) the working capital deficit of $7,074,016 as of November 30, 2025.
Management has determined there is substantial doubt about its ability to continue as a going concern. Management will implement strategies and plans to grow the Company’s business and generate substantial revenue, and take further measures to control operating costs. Management is trying to alleviate the going concern risk through the following sources:
| ● | Equity financing to support its working capital; | |
| ● | Other available sources of financing (including debt) from banks and other financial institutions; and | |
| ● | Financial support and credit guarantee commitments from the Company’s related parties. |
Based on the above considerations, manager is of the opinion that the Company will probably not have sufficient funds to meet its working capital requirements if the Company is unable to obtain additional financing. There is no assurance that the Company will be successful in implementing the foregoing plans or that additional financing will be available to the Company on commercially reasonably terms, or at all.
The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course business. The consolidated financial statements do not include any adjustments that might result from outcome of such uncertainties.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Contractual Obligations
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Critical Accounting Policies and Estimates
We prepare our financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with U.S. GAAP actual results could differ from our estimates and such differences could be material
Foreign Currency Exchange Rates
We are not materially affected by foreign currency exchange rates. However, it is difficult to predict how market forces, or PRC or U.S. government policy, might affect our operations. There remains significant international pressure on the PRC government to adopt a substantial liberalization of its currency policy, which could result in a further and more significant change in the value of the RMB against the U.S. dollar. Limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. So far, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we potentially may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited, and we may not be able to successfully hedge our exposure at all. Furthermore, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, to allow timely decisions regarding required disclosure as a result of continuing weaknesses in our internal control over financial reporting.
As disclosed in our Annual Report on Form 10-K for the year ended February 28, 2025, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of November 30, 2025, due to: ( 1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of director; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. Management believes the above weakness constitute material weaknesses in our internal control over financial reporting. Until such time, if ever, that we remediate the material weakness in our internal control over financial reporting we expect that the material weaknesses in our disclosure controls and procedures will continue.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the period covered by this report, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not involved in any pending litigation or legal proceeding.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None
Item 6. Exhibits.
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer | |
| 32.1 | Section 1350 Certification of Chief Executive Officer | |
| 32.2 | Section 1350 Certification of Chief Financial Officer | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Jingbo Technology, Inc. | ||
| (Registrant) | ||
| Date: January 12, 2026 | By: | /s/ Ben LIU |
| Ben LIU | ||
| Chief Executive Officer | ||
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FAQ
What were Jingbo Technology, Inc. (SVMB) revenues and net loss for the nine months ended November 30, 2025?
For the nine months ended November 30, 2025, net revenues were $1,201,424, compared with $1,488,982 a year earlier. The Company reported a net loss of $2,010,615, improving from a net loss of $6,203,946 for the prior-year period.
What is the financial position of Jingbo Technology, Inc. (SVMB) as of November 30, 2025?
As of November 30, 2025, total assets were $12,241,667 and total liabilities were $37,913,700, resulting in a shareholders’ deficit of $25,672,033. Current assets of $7,310,028 were below current liabilities of $14,384,044, producing a working capital deficit of about $7.07 million.
Did Jingbo Technology, Inc. disclose going concern issues in this quarterly report?
Yes. Management states that recurring net losses, an accumulated deficit of $37,305,032, and a working capital deficit of $7,074,016 raise substantial doubt about the Company’s ability to continue as a going concern. The strategy relies on potential equity financing, other borrowing, and related-party support.
How does Jingbo Technology, Inc. (SVMB) operate in China through variable interest entities (VIEs)?
The Company controls PRC operating entities such as Zhejiang Jingbo Ecological Technology and Guangzhou Keqiao via contractual arrangements, including power of attorney, exclusive option, exclusive business cooperation, and equity pledge agreements. These arrangements give it the ability to direct key activities, receive substantially all economic benefits, and absorb losses, so the VIEs and their subsidiaries are consolidated into Group 1 and Group 2.
What regulatory risks related to VIE structures does Jingbo Technology, Inc. highlight?
The filing explains that under China’s Foreign Investment Law, authorities could treat the VIEs as foreign investment and potentially deem the structure non-compliant. Possible actions include revoking licenses, imposing fines, restricting operations or revenue collection, forcing ownership restructuring, or limiting use of financing proceeds. The Company notes that changes in PRC law or enforcement could affect its ability to consolidate the VIEs.
What are the key borrowing and long-term payable obligations for Jingbo Technology, Inc.?
Key obligations include a bank loan of about $1,342,737 to Zhejiang Chouzhou Commercial Bank with restructured repayments and potential default interest of 6.75%, plus a large long-term payable of $22,126,499 tied to historical loan arrangements and transfers involving Zhibo and various partnerships. Several new five-year agreements were signed on
How much cash did Jingbo Technology, Inc. generate or use in operations during the nine months ended November 30, 2025?
Net cash used in operating activities was $96,099 for the nine months ended November 30, 2025, compared with $1,207,051 used in the prior-year period. Changes in accounts payable and other current liabilities contributed positively, while the business still reported an overall net loss.
