This Amendment No. 1 on Form 10-K/A
(“Form 10-K/A”) amends the Annual Report on Form 10-K of SavMobi Technology Inc. (the “Company”) for the year
ended May 31, 2021 as originally filed with the Securities and Exchange Commission (the “SEC”) on December 10, 2021 (the
“Original Filing”).
PART
I
ITEM
1. BUSINESS
Business
Overview
On
March 6, 2015, the Company was incorporated in the State of Nevada and established a fiscal year end of May 31. Initially the business
platform was in providing application software to a global vendor platform to connect people to businesses and provide a new shopping
experience. The Company’s previous principal offices are located in 73B Bank Avenue, Amritsar, Punjab, 143001, India.
On
May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Limited,
by which New Reap Global Limited acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company.
On
March 19, 2018, New Reap Global Limited transferred 250,000 restricted shares to Eng Wah Kung.
On
May 10, 2018 and May 30, 2018, 16,959,684 shares were transferred to Arden Wealth and Trust. 2,000,000 shares are free trading from HongLing
Shang, 559,684 restricted shares from New Reap Global Limited and 2,400,000 each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi,
Baoxin Song, Jianlong Wu.
On
June 15, 2018, New Reap Global Limited transferred 690,316 restricted shares to EMRD Global Holdings.
On
June 26, 2018, New Reap Global Limited transferred 3,000,000 restricted shares to Fortress Advisors, LLC and 3,000,000 to Baywall Inc.
On
November 10, 2020, ten (10) shareholders of the Company, including affiliates Arden Wealth & Trust (Switzerland) AG and New Reap
Global Limited, entered into stock purchase agreements with an aggregate of nineteen (19) non-U.S. accredited investors to sell an aggregate
of 42,440,316 shares of common stock of the “Company, which represents approximately 68.6% of the issued and outstanding shares
of common stock of the Company. After the change of ownership, the Company’s current principal offices is located in Room 502,
Unit 1, Building 108, Red Star Sea Phase 3, Dalian Development Zone, Dalian, Liaoning, China.
After
the change in control of management, the Company is currently operating in provision of commercial mobile technical support services
in China. The Company entered into two technical support service agreements in the beginning of 2021, which is to provide support services
to clients’ dedicated data platform, 7x24 hours per week. The response time should be within 4 hours upon receiving the service
request.
Corporate
History
The
Company was incorporated by Mr. Lakwinder Singh Sidhu, the former president and sole director, in the State of Nevada on March 6, 2015,
and established a May 31 fiscal year end. On May 18, 2018, Mr. Lakwinder Singh Sidhu resigned from his official positions as CEO and
CFO and on the same day the shareholders of the Corporation voted Mr. Poh Kee Liew as Director and CEO, and Mr. Gim Hooi Ooi as Director
and CFO.
On
November 10, 2020, Mr. Poh Kee Liew and Mr. Gim Hooi Ooi, submitted their resignations from all executive officer positions with the
Company, including Chief Executive Officer and Chief Financial Officer, respectively, effective immediately. In addition, Mr. Poh Kee
Liew and Mr. Gim Hooi Ooi, the sole member of the Company’s board of directors, appointed Ma Hongyu as Director and Chairman of
the Board, and following such appointment, Messrs. Liew and Ooi submitted their resignations as members of the Board, which resignations
were effective immediately. On November 10, 2020, Ma Hongyu was also appointed as Chief Executive Officer, Chief Financial Officer, President,
Secretary and Treasurer, effective immediately.
Recent
Developments
Capital
Stock
The
Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized
or issued. Total shares issued and outstanding as of May 31, 2021 is 61,900,000.
On
May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Limited,
by which New Reap Global Limited acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company. New Reap Global
Limited paid $300,000 in cash.
On
March 19, 2018, New Reap Global Limited transferred 250,000 restricted shares to Eng Wah Kung.
On
May 10, 2018 and May 30, 2018, 16,959,684 shares were transferred to Arden Wealth and Trust. 2,000,000 free-trading shares were transferred
from HongLing Shang, 559,684 restricted shares were transferred from New Reap Global Limited and 2,400,000 restricted shares were transferred
each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu, respectively.
On
June 15, 2018, New Reap Global Limited transferred 690,316 restricted shares to EMRD Global Holdings.
On
June 26, 2018, New Reap Global Limited transferred 3,000,000 restricted shares to Fortress Advisors, LLC and 3,000,000 restricted shares
to Baywall Inc.
On
November 10, 2020, ten (10) shareholders of SavMobi Technology, Inc. (the “Company”), including affiliates Arden Wealth &
Trust (Switzerland) AG and New Reap Global Limited, entered into stock purchase agreements with an aggregate of nineteen (19) non-U.S.
accredited investors (the “Purchase Agreements”) to sell an aggregate of 42,440,316 shares of common stock of SavMobi Technology,
Inc. (the “Company”), which represents approximately 68.6% of the issued and outstanding shares of common stock of the Company.
These
transactions were internal transfers and had no effect on the total shares distributed.
Market
Analysis
The
global pandemic upended business as usual across all industries. As social distancing and working remotely took hold, companies accelerated
the need for technology to support everything from onsite repairs to training employees. Under COVID-19, the world has gone into isolation.
Social distancing is currently the most effective way to slow the spread of the virus until a vaccine can be found to protect the population.
As a result, anything that relies on human-to-human contact–which is to say, most aspects of our lives–must be amended to
account for the dangers of the virus.
Digitization has stepped in to bridge the gaps left by mandated shutdowns and social distancing measures. Without digital tools and technologies,
we would have no way to work, shop, go to school, and more. As such, this industry has a large potential to grow.
Patent
and Trademarks
We
do not currently own any domestic or foreign patents relating to our business.
Employees
As
of May 31, 2021, other than its CEO, Mr. Ma Hongyu, the Company has no employees.
ITEM
1A. RISK FACTORS
As
a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information
called for by this Item.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not
applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
ITEM
2. PROPERTIES
The
Company does not own any real estate or other properties and has not entered into any long term lease or rental agreements for property.
ITEM
3. LEGAL PROCEEDINGS
There
are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner
of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the
Company or has a material interest adverse to the Company.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our
executive officers and director are as follows:
Name
|
|
Age
|
|
Position
|
Ma
Hongyu
|
|
42
|
|
Chief
Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and Chairman of the Board of Directors
|
Poh
Kee Liew
|
|
48
|
|
Former
Chief Executive Officer and Chairman of the Board of Directors (Resigned on November 10, 2020)
|
Gim
Hooi Ooi
|
|
39
|
|
Former
Chief Financial Officer and member of the Board of Directors (Resigned on November 10, 2020)
|
Mr.
Ma Hongyu (“Mr. Ma”), age 42, graduated in Dalian Polytechnic University with a bachelor degree in Polymer Materials Science
and Engineering in 2001. After graduation in 2001, Mr. Ma started his career with a section in Jiyi Plastics (Dalian) Company Limited.
During his career in Jiyi Plastics (Dalian) Company Limited, Mr. Ma had been promoted twice from officer to manager position. As a management
department manager, he was responsible for handling the company’s general affairs, human resources allocation and monitoring the
labor safety. From 2017 to 2018, Mr. Ma changed his position as a general manager in Lubang Environmental Protection Science and Technology
Company Limited. Mr. Ma was overseeing the company business development. The production team, business development department and logistics
department were monitored by Mr. Ma. Since November 2018 till now, Mr. Ma has been appointed as a general manager in Yuanmeng Media Company
Limited. Yuanmeng Media Company Limited is focusing on multi media advertisement, organising cultural and art event and terminal production
and trading. Mr. Ma is the oversight for company business development and organization management departments. In these two years, he
has served several dozens of enterprises to achieve upgrading, transformation and sales performance improvement.
Director
Independence
Our
board of directors is currently composed of one member, Mr. Ma Hongyu, who do not qualify as independent directors in accordance with
the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests,
such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor
any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made
a subjective determination as to each director that no relationship exists which, in the opinion of our board of directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is
required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed
information provided by the directors and us with regard to each director’s business and personal activities and relationships
as they may relate to us and our management.
Involvement
in Legal Proceedings
To
our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal
securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.
Potential
Conflicts of Interest
We
are not aware of any current or potential conflicts of interest with Mr. Ma, other business interests and his involvement with SavMobi
Technology Inc.
ITEM
11. EXECUTIVE COMPENSATION
Summary
Compensation Table
SavMobi
Technology Inc., has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being
paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.
The
table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all
capacities to us for the period from inception (March 6, 2015) through May 31, 2021.
Summary
Compensation of Named Executive Officers
Name and Principal Position
|
|
|
Fiscal Year
|
|
|
|
Salary ($)
|
|
|
|
Bonus ($)
|
|
|
|
Stock
Awards ($)
|
|
|
|
Option
Awards ($)
|
|
|
|
All Other Compensation ($)
|
|
|
|
Total ($)
|
|
Ma Hongyu
(Chief Executive Officer)
|
|
|
2021
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ma Hongyu
(Chief Executive Officer)
|
|
|
2020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Poh Kee Liew – (Former Chief Executive Officer)
|
|
|
2021
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Poh Kee Liew – (Former Chief Executive Officer)
|
|
|
2020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Gim Hooi Ooi – (Former Chief Financial Officer)
|
|
|
2021
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Gim Hooi Ooi – (Former Chief Financial Officer)
|
|
|
2020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr.
Ma Hongyu was appointed as Chief Executive Officer and Chief Financial Officer on November 10, 2020.
Mr.
Poh Kee Liew resigned all his positions on November 10, 2020.
Mr.
Gim Hooi Ooi resigned all his positions on November 10, 2020.
Outstanding
Equity Awards at Fiscal Year End
We
did not pay any salaries in 2021 or 2020. None of our executive officers received any equity awards, including, options, restricted stock,
performance awards or other equity incentives during the fiscal year ended May 31, 2021 and May 31, 2020.
Employment
Contracts
The
Company has not entered into any employment agreements with its officer and director.
Stock
Awards Plan
The
Company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.
Director
Compensation
The
Board of Directors of the Company has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in
the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”).
The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not impair any rights under any option previously granted. SavMobi Technology Inc. may develop
an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock
for that purpose.
The
table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to
us for the period from inception (March 6, 2015) through May 31, 2021.
DIRECTOR COMPENSATION
|
Name
|
|
|
Fees Earned or
Paid in
Cash
($)
|
|
|
|
Stock Awards
($)
|
|
|
|
Option Awards
($)
|
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
|
|
|
All
Other
Compensation
($)
|
|
|
|
Total
($)
|
|
Ma Hongyu
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Poh Kee Liew (former director)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Gim Hooi Ooi (former director)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr.
Ma Hongyu was appointed as Director on November 10, 2020.
Mr.
Poh Kee Liew resigned all his positions on November 10, 2020.
Mr.
Gim Hooi Ooi resigned all his positions on November 10, 2020.
Board
Committees
We
have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this
Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee
financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring
an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of
having an audit committee financial expert at this time.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director
and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial
owner of 5% or more of the outstanding common stock of the Company as of May 31, 2021.
Beneficial
ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i)
over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has
the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes
of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has
the right to acquire within 60 days of May 31, 2021 are deemed to be outstanding, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute
an admission of beneficial ownership.
|
|
Amount and Nature of Beneficial Ownership Common Stock (2)
|
|
Name
and Address of Beneficial Owner (1)
|
|
Number of
Shares
Beneficially
Owned
|
|
|
Percentage
Ownership of
Shares of
Common Stock
|
|
Ma Hongyu (i)
|
|
|
12,999,500
|
|
|
|
21.001
|
%
|
|
|
|
|
|
|
|
|
|
All officers and directors as a group (ii)
|
|
|
12,999,500
|
|
|
|
21.001
|
%
|
|
|
|
|
|
|
|
|
|
Arden Wealth & Trust (Switzerland) AG (iii)
Bellerivestr 11,
Zurich CH-8008, Switzerland
|
|
|
12,959,684
|
|
|
|
20.936
|
%
|
|
|
|
|
|
|
|
|
|
Ye Caiyun (iii)
|
|
|
6,190,000
|
|
|
|
10.00
|
%
|
|
|
|
|
|
|
|
|
|
Li Wenzhe (iii)
|
|
|
5,953,016
|
|
|
|
9.617
|
%
|
|
|
|
|
|
|
|
|
|
Wang Zhong (iii)
|
|
|
4,189,000
|
|
|
|
6.767
|
%
|
|
|
|
|
|
|
|
|
|
He Xiaoyong (iii)
|
|
|
6,189,000
|
|
|
|
9.998
|
%
|
(1)
|
Except
as otherwise set forth above, the address of each beneficial owner is c/o SavMobi Technology Inc., Room 502, Unit 1, Building 108,
Red Star Sea Phase 3, Dalian Development Zone, Dalian, Liaoning, China
|
|
|
(2)
|
Based
on 61,900,000 shares of common stock issued and outstanding as of May 31, 2021.
|
ITEM
13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Except
as set forth below, we had not entered into any transactions with our officers or directors, or persons nominated for these positions,
beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction
or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal
years.
Transactions
with Related Persons
On
April 28, 2015, the Company issued 375,000,000 (7,500,000 pre-split) common shares at $0.00001 ($0.001 pre-split) per share to Lakwinder
Singh Sidhu, the Company’s former Director and CEO, for cash proceeds of $7,500.
On
April 20, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the company
on a basis of 50 new common shares for 1 old common share. All references in these financial statements to number of common shares, price
per share and weighted average number of shares outstanding prior to the 200:1 forward split have been adjusted to reflect the stock
split on a retroactive basis, unless otherwise noted.
On
January 25, 2016, the founding shareholder returned 342,500,000 (6,850,000 pre-split) restricted shares of common stock to treasury for
$10 and the shares were subsequently cancelled by the Company.
On
May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Limited,
by which New Reap Global Limited acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company. New Reap Global
Limited paid $300,000 in cash.
For
the year ended May 31, 2017, the Company received $19,529 from Lakhwinder Singh Sidhu, the Company’s former Director and CEO, for
operating expenses payment and paid back $3,037. On May 1, 2017, Lakhwinder Singh Sidhu forgave the related party loan to the Company
of $20,695. This is reflected in the financial statements as a credit to Additional-Paid-In-Capital.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Fees
paid to Auditors
Audit
Fees
During
fiscal years ended May 31, 2021 and 2020, we incurred approximately $21,560 and $0, respectively, in fees to our principal independent
accountants for professional services rendered in connection with the audit of our May 31, 2021 and 2020 financial statements and for
the reviews of our financial statements for the quarters ended during such periods.
The
SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit
related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies
and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service,
the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s
responsibilities to management.
We
do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm.
NOTES
TO FINANCIAL STATEMENTS
(Audited)
NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
On
March 6, 2015, SavMobi Technology Inc. (“the Company”, “we”, “us” or “our”) was incorporated
in the State of Nevada and established a fiscal year end of May 31. Initially the business platform was in providing application software
to a global vendor platform to connect people to businesses and provide a new shopping experience.
On
May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Limited,
by which New Reap Global Limited acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company.
On
March 19, 2018, New Reap Global transferred 250,000 restricted shares to Eng Wah Kung.
On
May 10, 2018 and May 30, 2018, 16,959,684 shares were transferred to Arden Wealth and Trust. 2,000,000 free-trading shares were transferred
from HongLing Shang, 559,684 restricted shares were transferred from New Reap Global Limited and 2,400,000 restricted shares were transferred
each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu, respectively.
On
June 15, 2018, New Reap Global Limited transferred 690,316 restricted shares to EMRD Global Holdings.
On
June 26, 2018, New Reap Global Limited transferred 3,000,000 restricted shares to Fortress Advisors, LLC and 3,000,000 restricted shares
to Baywall Inc.
On
November 10, 2020, ten (10) shareholders of the Company, including affiliates Arden Wealth & Trust (Switzerland) AG and New Reap
Global Limited, entered into stock purchase agreements with an aggregate of nineteen (19) non-U.S. accredited investors to sell an aggregate
of 42,440,316 shares of common stock of the “Company, which represents approximately 68.6% of the issued and outstanding shares
of common stock of the Company. After the change of ownership, the Company’s current principal offices is located in Room 502,
Unit 1, Building 108, Red Star Sea Phase 3, Dalian Development Zone, Dalian, Liaoning, China.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying audited financial statements have been prepared in accordance with generally accepted accounting principles for financial
information and with the instructions to Form 10-K. They do not include all information and footnotes required by United States generally
accepted accounting principles for complete financial statements. In the opinion of Management, all adjustments considered necessary
for a fair presentation, consisting solely of normal recurring adjustments, have been made. The
Company has adopted May 31 as its fiscal year end.
Use
of Estimates
The
preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the period. The management makes its best
estimate of the outcome for these items based on information available when the financial statements are prepared, however, actual results
could differ from those estimates.
Cash
and Cash Equivalents
Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Our
cash is deposited with East West Bank.
Accounts
Receivable
Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company
extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit
terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the
outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness.
If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.
Management
performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and
its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing
accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade
receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness
of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship
and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates,
which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability
of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.
Accounts
receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for
doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified.
No allowance for doubtful accounts was made for the year ended May 31, 2021.
Revenue
Recognition
Revenue
is generated through provision of commercial mobile technical support services. Revenue is recognized when a customer obtains control
of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange
for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue
and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company
expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine
this amount:
(i)
identification of the promised goods and services in the contract;
(ii)
determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context
of the contract;
(iii)
measurement of the transaction price, including the constraint on variable consideration;
(iv)
allocation of the transaction price to the performance obligations; and
(v)
recognition of revenue when (or as) the Company satisfies each performance obligation.
The
Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive
evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable.
The
Company records revenue from the provision of commercial mobile technical support services on monthly basis. The Company is
operating in provision of commercial mobile technical support services in China. The Company entered into two technical support
service agreements in the beginning of 2021, which is to provide support services to clients’ dedicated data platform, 7x24
hours per week. The response time should be within 4 hours upon receiving the service request.
Cost of revenues
Cost of revenues consist of the outsourced services,
including platform storage, maintenance and development, provided by a service provider on monthly basis.
Earnings
Per Share
The
Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic
and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic
earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common
shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities
or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding
increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic
and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The
Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of
the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary
share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities
had been issued.
Fair
Value of Financial Instruments
Fair
value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to
be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers
assumptions that market participants would use when pricing the asset or liability.
Authoritative
literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use or unobservable
inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest
level of input that is significant to the fair value measurement as follows:
Level
- 1: defined as observable inputs such as quoted prices in active markets;
Level
- 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level
- 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The
carrying amounts of accounts payables and accrued liabilities approximate its fair value due to its relatively short-term maturity.
It
is not, however, practical to determine the fair value of amounts due to related party because the transactions cannot be assumed to
have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these
instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the
associated potential costs.
Related
Party Transactions
A
related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families,
(ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control
with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction
is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company
conducts business with its related parties in the ordinary course of business.
Transactions
involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive,
free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related
party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations
can be substantiated.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under
this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases
of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse.
The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is
recognized as income or loss in the period that includes the enactment date.
New
U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into
law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory
U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating
many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation
of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate
income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay
the one-time transition tax over eight years, or in a single lump-sum payment.
Recent
Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial
position or results of operations.
COVID-19
Uncertainty
An
outbreak of respiratory illness caused by the novel coronavirus, commonly referred as “COVID-19” emerged in late 2019 and
has spread globally. The COVID-19 is considered to be highly contagious and poses a serious public health threat. The World Health Organization
labeled the COVID-19 outbreak as a pandemic on March 11, 2020, given its threat beyond a public health emergency of international concern
the organization had declared on January 30, 2020.
The
epidemic has resulted in social-distancing restrictions, travel restrictions, and the temporary closure of stores and facilities during
the past few months. The negative impacts of the COVID-19 outbreak on our business may include, but not strictly be limited to:
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-
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The
uncertain economic conditions may refrain clients from engaging our services.
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|
|
|
|
-
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The
operations of businesses in most industries have been, and could continue to be, negatively impacted by the epidemic, which may in
turn adversely impact their business performance.
|
We
are unable to accurately predict the upcoming impact that the COVID-19 will have due to various uncertainties, including the ultimate
geographic spread of the virus, the severity of the disease, the duration of the outbreak globally, and effectiveness of the actions
that may be taken by governmental authorities. Additionally, it is possible that we may face similar difficulties from future events,
such as this, should there be at any point another global pandemic. As of the current date, we do not believe that we have been directly
impacted by Covid-19. However, economies throughout the world have been impacted significantly in a vast number of ways, and we cannot
state with any level of certainty to what extent we may have been indirectly impacted by market conditions as a result of the pandemic
and/or if the pandemic has forestalled, in any capacity, our growth to date.
NOTE
3 – GOING CONCERN
The
accompanying audited financial statements have been prepared assuming that the Company continues as a going concern. As shown in the
accompanying audited financial statements, the Company has working capital deficit of $41,477, net cash flows used in operating activities
of $29,477 for the year ended May 31, 2021. This factor raises substantial doubt as to the Company’s ability to continue as a going
concern.
The
Company intends to continue to fund its business by way of private placements and advances from related parties as may be required.
The
financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE
4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As
of May 31, 2021, the accounts payable and accrued liabilities of $12,000, consist of payable to auditor.
NOTE
5 – RELATED PARTY TRANSACTIONS
As of May 31, 2021, there was $30,292 due to related
party, who is our CEO Mr. Ma Hongyu, for working capital purpose. The amount is unsecured and non-interest
bearing with no fixed terms of repayment.
The
Company’s executive office is located at Room 502, Unit 1, Building 108, Red Star Sea Phase 3, Dalian Development Zone, Dalian,
Liaoning, China. This office is furnished to the Company by our CEO at no charge.
NOTE
6 – COMMON STOCK
The
Company is authorized to issue 75,000,000 shares of common stock at a par value of $0.001.
As
of May 31, 2021, there were 61,900,000 shares issued and outstanding.
NOTE
7 – INCOME TAX
The
loss from operation before income tax of the Company for the years ended May 31, 2021 and 2020 was comprised of the following:
|
|
For the year ended May 31,
|
|
|
|
2021
|
|
|
2020
|
|
Tax jurisdictions from:
|
|
|
|
|
|
|
|
|
– Local
|
|
$
|
(41,477
|
)
|
|
$
|
-
|
|
Loss from operation before income tax
|
|
$
|
(41,477
|
)
|
|
$
|
-
|
)
|
United
States of America
The
Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement
of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and
is subject to United States of America tax law. As of May 31, 2021, the operations in the United States of America incurred $217,574
of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards
begin to expire in 2041, if unutilized. The Company has provided for a full valuation allowance of approximately $45,691 against the
deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more
likely than not that these assets will not be realized in the future.
The
following table sets forth the significant components of the aggregate deferred tax assets of the Company as of May 31, 2021:
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|
As of
May 31, 2021
|
|
|
As of
May 31, 2020
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|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
|
|
|
|
|
|
|
-United States of America
|
|
$
|
45,691
|
|
|
$
|
36,980
|
|
Less: valuation allowance
|
|
|
(45,691
|
)
|
|
|
(36,980
|
)
|
Deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company
provided for a full valuation allowance against its deferred tax assets of $45,691 as of May 31, 2021.
NOTE
8 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events
requiring recognition as of May 31, 2021 have been incorporated into these financial statements and there are no subsequent events that
require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”