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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended August 31, 2024

 

Or

 

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

 

For the transition period from __________ to __________

 

Commission file number: 000-56570

 

Jingbo Technology, Inc.

(Exact name of Company as specified in its charter)

 

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

 

Building B8, China Zhigu, Yinhu Street,    
Fuyang District, Hangzhou,    
Zhejiang, China.   310000
(Address of principal executive offices)   (Zip Code)

 

+86 57187197085

(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
Common Stock, $0.001 par value per share   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. Yes ☒ No ☐

 

Indicate by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files). Yes ☐ No

 

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
Non-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 October 11, 2024, 5,315,412 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
     
Item 1. Financial Statements  
  Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended August 31, 2024 and 2023 (unaudited) 4
  Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended August 31, 2024 and 2023 (unaudited) 5
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended August 31, 2024 and 2023 (unaudited) 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23
Item 3. Quantitative and Qualitative Disclosures About Market Risk 30
Item 4. Controls and Procedures 30
     
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings 31
Item 1A Risk Factors 31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
Item 3. Defaults Upon Senior Securities 31
Item 4. Mine Safety Disclosures 31
Item 5. Other Information 31
Item 6. Exhibits 31
SIGNATURES 32

 

2

 

 

PART I. - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Jingbo Technology, Inc.

Condensed Consolidated Balance Sheets

 

  

August 31, 2024

(Unaudited)

  

February 29, 2024

(Audited)

 
   $   $ 
Assets          
Current assets          
Cash and cash equivalents   1,279,035    142,434 
Restricted cash   7,121    6,071 
Accounts receivable   382,484    500,564 
Inventories   135,799    203,752 
Amount due from related parties   16,000    110,173 
Prepaid expenses and other current assets   3,609,839    3,292,994 
Total current assets   5,430,278    4,255,988 
           
Non-current assets          
Plant and equipment, net   5,936,504    6,000,826 
Intangible assets, net   10,742    13,867 
Right-of-use assets   113,370    85,541 
Other non-current assets   1,695,201    2,510,438 
Total non-current assets   7,755,817    8,610,672 
           
Total Assets   13,186,095    12,866,660 
           
Liabilities and Stockholders’ (Deficit) Equity          
Current liabilities          
Short-term Loan   1,410,437    1,389,333 
Accounts payables   826,389    643,192 
Advances from customers   120,733    38,168 
Other current payables   6,858,253    2,464,304 
Taxes payable   48,883    60,639 
Amounts due to related parties   24,326,107    23,959,944 
Operating lease liabilities, current   45,868    80,165 
Total current liabilities   33,636,670    28,635,745 
           
Non-current liabilities          
Operating lease liabilities   69,544    15,496 
Long term payable   987,306    2,917,599 
Total non-current liabilities   1,056,850    2,933,095 
           
Total Liabilities   34,693,520    31,568,840 
           
Stockholders’ (Deficit) Equity          
Common stock ($0.001 par value, 50,000,000 shares authorized, 5,315,412   shares issued and outstanding as of August 31, 2024 and February 29, 2024, respectively)   5,315    5,315 
Additional paid-in capital   9,530,921    9,530,921 
Accumulated deficit   (32,931,974)   (29,311,229)
Accumulated other comprehensive income   2,091,244    2,109,066 
Non-controlling interest   (202,931)   (1,036,253)
Total (Deficit) Equity   (21,507,425)   (18,702,180)
           
Total Liabilities and (Deficit) Equity   13,186,095    12,866,660 

 

3

 

 

Jingbo Technology, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

 

   Three months ended August 31, 2024   Three months ended August 31, 2023   Six months ended August 31, 2024  

Six months ended August 31, 2023

 
   $   $   $   $ 
Net revenues   396,242    344,507    704,776    804,672 
Cost of revenues   (697,567)   (607,427)   (1,209,872)   (1,431,725)
Gross income/(loss)   (301,325)   (262,920)   (505,096)   (627,053)
                     
Operating expenses:                    
Selling and marketing expenses   (320,770)   (69,740)   (417,947)   (176,640)
General and administrative expenses   (964,204)   (735,682)   (1,756,448)   (1,975,286)
Research and development expenses   (85,511)   (100,931)   (166,984)   (204,834)
Impairment reversal/(loss)   -    56    -    (4,624)
Total operating expenses   (1,370,485)   (906,297)   (2,341,379)   (2,361,384)
                     
Operating loss   (1,671,810)   (1,169,217)   (2,846,475)   (2,988,437)
                     
Interest income   19    162    81    325 
Interest expense   (33,265)        (61,221)     
Other income/(expense)   (2,567,834)   (305,752)   (2,569,885)   (309,429)
Total other income/(expenses)   (2,601,080)   (305,590)   (2,631,025)   (309,104)
                     
Income before income tax expense   (4,272,890)   (1,474,807)   (5,477,500)   (3,297,541)
 Income tax expense   -    -    (14)   - 
Net loss   (4,272,890)   (1,474,807)   (5,477,514)   (3,297,541)
                     
Other comprehensive loss:                    
Foreign current translation income/(loss)   (137,850)   343,867    (9,370)   742,847 
Total comprehensive loss   (4,410,740)   (1,130,940)   (5,486,884)   (2,554,694)
                     
Net loss attributable to:                    
Owners of the Company   (4,262,965)   (1,443,947)   (5,430,641)   (3,097,554)
Non-controlling interest   (9,925)   (30,860)   (46,873)   (199,987)
Net loss   (4,272,890)   (1,474,807)   (5,477,514)   (3,297,541)
Total comprehensive loss attributable to:                    
Owners of the Company   (4,401,376)   (1,096,690)   (5,439,019)   (2,345,900)
Non-controlling interest   (9,364)   (34,250)   (47,865)   (208,794)
Total comprehensive loss   (4,410,740)   (1,130,940)   (5,486,884)   (2,554,694)
                     
Loss per common share:                    
Basic and diluted   (0.80)   (0.00)   (1.03)   (0.00)
Weighted average number of common shares outstanding:                    
Basic and diluted   5,315,412    1,061,900,000    5,315,412    1,061,900,000 

 

4

 

 

Jingbo Technology, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the six months ended August 31, 2024 and 2023

 

           Additional       Other   Total   Non-     
   Common Stock   Paid In   Retained   Comprehensive   Shareholders’   controlling   Total 
   Shares   Amount   Capital   Earnings   Income/(loss)   Equity   Interest   Equity 
Balance at, February 28, 2023   1,061,900,000    1,061,900    8,474,336    (24,015,106)   1,365,197    (13,113,673)   (842,707)   (13,956,380)
Net income   -    -    -    (3,097,554)   -    (3,097,554)   (199,987)   (3,297,541)
Foreign currency translation adjustments   -    -    -    -    751,654    751,654    (8,807)   742,847 
Balance at, August 31, 2023   1,061,900,000    1,061,900    8,474,336    (27,112,660)   2,116,851    (15,459,573)   (1,051,501)   (16,511,074)
                                         
Balance at, February 29, 2024   5,315,412    5,315    9,530,921    (29,311,229)   2,109,066    (17,665,927)   (1,036,253)   (18,702,180)
Net income   -    -    -    (5,430,641)   -    (5,430,641)   (46,873)   (5,477,514)
Foreign currency translation adjustments   -    -    -    -    (8,378)   (8,378)   (992)   (9,370)
Disposal of subsidiaries   -    -    -    1,809,896    (9,444)   1,800,452    881,187    2,681,639 
Balance at, August 31, 2024   5,315,412    5,315    9,530,921    (32,931,974)   2,091,244    (21,304,494)   (202,931)   (21,507,425)

 

5

 

 

Jingbo Technology, Inc.

Condensed Consolidated Statements of Cash Flows

For the six months ended August 31, 2024 and 2023

 

   2024   2023 
   $   $ 
         
Net loss   (5,477,514)   (3,297,541)
Adjustments to reconcile net income to net cash provided by operating activities          
Depreciation and amortization   352,672    441,293 
Depreciation of right-of-use assets   32,323    93,698 
Bad debt expense   -    4,624 
Loss on disposal of fixed assets   225,323    9,397 
Loss on disposal of subsidiaries   2,125,703    - 
Changes in operating assets and liabilities          
Accounts receivable   126,280    24,871 
Inventories   71,386    (134,009)
Prepaid expenses and other current assets   (268,090)   677,682 
Other non-current assets   857,425    213,155 
Accounts payable and other current liabilities   2,596,625    448,576 
Net cash provided by/(used in) operating activities   642,133    (1,518,254)
           
Cash flows from investing activities          
Purchase of property and equipment   (418,429)   (310,370)
Interest-free loan lent to related parties   (2,126)   - 
Interest-free loan repaid by related parties   98,184    - 
Net cash (used in)/provided by investing activities   (322,371)   (310,370)
           
Cash flows from financing activities          
Proceeds from long-term loan        2,871,869 
Repayment of interest-free loan to related parties   (257,579)   (2,089,338)
Proceeds from interest-free loan from related parties   276,000    1,009,666 
Disposal of subsidiaries, net of cash disposed of   812,647    - 
Net cash provided by financing activities   831,068    1,792,197 
           
Effect of exchange rate changes on cash and cash equivalents   (13,179)   (12,518)
           
Net increase/(decrease) of cash and cash equivalents   1,137,651    (48,945)
           
Cash and cash equivalents–beginning of year   148,505    331,073 
           
Cash and cash equivalents–end of year   1,286,156    282,128 
           
Supplementary cash flow information:          
Income taxes   14    185 
Interest expense   61,221    - 

 

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 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.

 

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.After the change of ownership, the Company’s current principal offices is located in Building B8, China Zhigu, Yinhu Street, Fuyang District, Hangzhou, Zhejiang, China.

 

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 Group Limited (“Intellegence”), 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 (100%) of the ownership interest of Intellegence was exchanged for 1,000,000,000 shares of common stock of SVMB 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 Group Limited.

 

7

 

 

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 Group Limited (“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 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”) 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., 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.

 

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  February 29, 2024   February 28, 2023 
Major Subsidiaries             
Intellegence Parking Group Limited  Cayman June 29, 2022   100%   100%
Intellegence Parking (Hong Kong) Limited  Hong Kong July 20, 2022   100%   100%
Huixin Zhiying (Hangzhou) Technology Co.  PRC October 24, 2022   100%   100%
              
Major VIEs (Including VIE’s Subsidiaries)             
Zhejiang Jingbo Ecological Technology Co.  PRC December 18, 2019   100%   100%
Hangzhou Zhuyi Technology Co.  PRC November 13, 2017   100%   100%

 

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 28, 2024, the Company changed its fiscal year from May 31 to the last day of February.

 

On March 14, 2024, Leshan Zhuyi Qifeng Intelligent Technology Development Co. was incorporated under the laws of PRC which is 65% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects.

 

8

 

 

2. Variable Interest Entities

 

Pursuant to the Business Operation Agreement entered into among Huixin WFOE and Zhejiang Jingbo Ecological Technology Co., 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 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.

 

Zhejiang Linglingyi Network Technology Co. (“Linglingyi”) was incorporated on November 17, 2018. Its sole director is Guowei Zhang. Hangzhou Zhuyi acquired 100% of Linglingyi on April 29. 2022. Its main businesses are smart parking projects and smart parking mobile applications.

 

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 26% of Liangshan’s shares. As a result, Hangzhou Zhuyi holds 67% of Liangshan. Liangshan is into smart parking projects and smart parking mobile applications businesses.

 

Zhuyi Technology (Anping) Co. (“Anping”) was incorporated on May 12, 2022, which is 90% owned by Hangzhou Zhuyi and it mainly focuses on smart parking projects and smart parking mobile applications.

 

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.

 

Yibin Huibo Technology Co. (“Yibin”) was incorporated on July 4, 2019, which is 80% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

 

Xide Zhuyi Technology Co. (“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.

 

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.

 

Zhuyi Technology (Taining) Co. (“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.

 

On August 27, 2024, Hangzhou Zhuyi entered into a shares transfer agreement with Qiaofei Li and Haikou. Pursuant to the agreement, Hangzhou Zhuyi transferred all the equity interest of Haikou to Qiaofei Li 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. Linghsan has no material operations before the transfer, and Hangzhou received a valuation report from a third party before it entered into the agreement.

 

9

 

 

On August 22, 2024, Hangzhou Zhuyi passed a shareholder resolution. Pursuant to the resolution, given that Linglingyi has no material operations, the shareholder has decided to liquidate Linglingyi. The disposition process was completed on September 11, 2024, the last day of announcement period, pursuant to the applicable laws in China.

 

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 (Collectively, the “Group”).

 

a. Contractual agreements with VIEs

 

Power of Attorney

 

Pursuant to the power of attorney agreements among the Wholly Foreign Owned Enterprises (“WFOEs”), 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.

 

Exclusive 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.

 

10

 

 

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.

 

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.

 

11

 

 

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.

 

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.

 

  

August 31,

2024

  

February 29,

2024

 
   $   $ 
Cash and cash equivalents   1,271,977    140,766 
Restricted cash   7,121    6,071 
Accounts receivable   382,484    500,564 
Inventories   135,799    203,752 
Prepaid expenses and other current assets   3,609,839    3,292,994 
Amounts due from related parties   87,836    118,771 
Plant and equipment, net   5,936,504    6,000,826 
Intangible assets, net   10,742    13,867 
Right-of-use assets   113,370    85,541 
Other non-current assets   1,695,201    2,510,438 
Total Assets   13,250,873    12,873,590 
Short-term Loan   1,410,437    1,389,333 
Accounts payables   826,389    643,192 
Advances from customers   120,733    38,168 
Other current payables   6,850,389    2,456,551 
Taxes payable   48,883    60,639 
Amounts due to related parties   22,902,249    22,812,085 
Operating lease liabilities, current   45,868    80,165 
Long term payable   987,306    2,917,599 
Operating lease liabilities, non-current   69,544    15,496 
Total Liabilities   33,261,798    30,413,228 
Total Deficit of VIEs   (20,010,925)   (17,539,638)
Total Liabilities and Deficit of VIEs   13,250,873    12,873,590 

 

   Six months ended
August 31, 2024
   Six months ended
August 31, 2023
 
   $   $ 
Net revenues   704,776    804,672 
Cost of revenues   (1,209,872)   (1,431,725)
Gross loss   (505,096)   (627,053)
Total costs and expenses   (2,008,096)   (1,832,031)
Operating loss   (2,513,192)   (2,459,084)
Total other expenses   (2,631,025)   (308,982)
Loss before taxes from operations   (5,144,217)   (2,768,066)
Provision for income taxes   (14)   - 
Net loss   (5,144,231)   (2,768,066)
Net loss attributable to VIEs   (5,097,358)   (2,568,079)

 

12

 

 

   Six Months Ended
August 31, 2024
   Six Months Ended
August 31, 2023
 
   $   $ 
Net cash used in operating activities   975,306    (957,689)
Net cash used in investing activities   (385,534)   (310,370)
Net cash provided by financing activities   555,068    1,294,934 
Effect of exchange rate changes on cash and cash equivalents   (12,579)   (12,518)
Net increase in cash and cash equivalents   1,132,261    14,357 
Cash and cash equivalents at the beginning of period   146,837    249,352 
Cash and cash equivalents at the end of period   1,279,098    263,709 

 

3. Summary of Significant Accounting Policies

 

The Company’s significant accounting policies have not changed from the year ended February 29, 2024.

 

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 29, 2024, as filed with the SEC on July 5, 2024. Operating results for the six months ended August 31, 2024 are not necessarily indicative of the results that may be expected for any subsequent quarter or for the year ending February 28, 2025.

 

Going Concern

 

The Company incurred net loss of $5,477,514 during the six months ended August 31, 2024. As of August 31, 2024, the Company had total deficit of $21,507,425 and had net cash used by operating activities of $642,133 . The Company incurred net loss of $5,482,077 during the year ended February 29, 2024. As of February 29, 2024, the Company had total deficit of $18,702,180 and had net cash used by operating activities of $1,833,699.

 

The ability to continue as a going concern is dependent upon long-term loans related to Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei Zhang) to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on long term loans related to Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei Zhang) to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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.

 

   08312024   02292024   08312023 
Period/Year end RMB: US$ exchange rate   7.0900    7.1977    7.2582 
Annual average RMB: US$ exchange rate   7.0565    6.8392    6.8996 

 

The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.

 

13

 

 

Earnings per share

 

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.

 

4. Trade 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

 

   August 31,
2024
   February 29,
2024
 
Prepayment to vendors  $515,443   $421,055 
Prepayment for rental (a)   436,360    429,923 
Deposit   268,851    344,997 
Loan receivable (b)   1,470,435    1,299,420 
Advances to employees   633,287    541,590 
Other   433,224    397,190 
VAT   956    5,310 
Total   3,758,556    3,439,485 
Allowance for doubtful debt   (148,717)   (146,491)
Total   3,609,839    3,292,994 

 

(a) Prepayment for rental included a rental agreement of parking lot with a third party. The contract became effective on January 1, 2021 and will end on December 31, 2030. The Company has paid full rent as of August 31, 2024.

 

(b) Loan receivables are loans borrow to third parties. All loans are interest free and will be repaid on demand.

 

6. Property and Equipment

 

   Furniture,
fixtures
and office
equipment
   Building   Vehicles   Project
Facilities
   Construction
in progress
   Total 
Cost   $    $    $    $    $    $ 
At February 29, 2024   929,598    4,383,002    136,454    2,558,909    988,118    8,996,081 
Additions during the year   2,437    -    4,419    1,581    442,308    450,745 
Disposals during the year   (287,141)   (28,697)   (87,962)   (772,182)   (32,316)   (1,208,298)
Effects of currency translation   15,466    66,715    2,468    42,512    13,073    140,234 
At August 31, 2024   660,360    4,421,020    55,379    1,830,820    1,411,183    8,378,762 
                               
Accumulated depreciation                              
At February 29, 2024   834,821    716,643    115,119    1,328,672    -    2,995,255 
Depreciation during the year   16,727    105,498    5,771    221,324    -    349,320 
Disposals during the year   (271,075)   (6,248)   (81,414)   (591,923)   -    (950,660)
Effects of currency translation   13,883    10,417    2,107    21,936    -    48,343 
At August 31, 2024   594,356    826,310    41,583    980,009    -    2,442,258 
                               
Net book value                              
At February 29, 2024   94,777    3,666,359    21,335    1,230,237    988,118    6,000,826 
At August 31, 2024   66,004    3,594,710    13,796    850,811    1,411,183    5,936,504 

 

(a) Address of the building is Floor 1 to 6, No. 1 to 10, Chuangyi Road, Yinhu Village, Shoujiang Town, Fuyang District, China.

 

14

 

 

7. Intangible Assets

 

Cost    
At February 29,2024   28,181 
Additions during the year   - 
Disposals during the year   - 
Effects of currency translation   428 
At August 31,2024   28,609 
Accumulated depreciation     
At February 29,2024   14,314 
Depreciation during the year   3,352 
Disposals during the year   - 
Effects of currency translation   201 
At August 31, 2024   17,867 
Net book value     
At February 29,2024   13,867 
At August 31, 2024   10,742 

 

8. Right-of-use Assets

 

   $ 
Cost     
At February 29,2024   295,874 
Additions during the year   65,658 
Write-off during the year   (22,402)
Effects of currency translation   4,291 
At August 31,2024   343,421 
      
Accumulated depreciation     
At February 29,2024   210,333 
Depreciation during the year   32,323 
Write-off during the year   (15,879)
Effects of currency translation   3,274 
At August 31,2024   230,051 
      
Net book value     
At February 29,2024   85,541 
At August 31,2024   113,370 

 

Right of use assets consisted of 6 contracts renting offices, warehouses and parking lots. Contracted terms ranged from two to fifteen years with the earliest start date being January 1, 2020.

 

15

 

 

9. Other non-current assets

 

Other non-current assets mainly consisted of a rental agreement of parking lot with a third party. The contract became effective on January 1, 2021 and will end on December 31, 2030. The Company has paid full rent as of August 31, 2024.

 

10. Short-term borrowings

 

On September 25, 2023, the Company’s subsidiary, Hangzhou Zhuyi entered into a loan agreement of $ 1,381,025 (RMB10,000,000) with Zhejiang Chouzhou Commercial Bank with an annual interest rate of 5.00% and maturity date of September 18, 2024. The Company pays interest monthly, and the principal balance at maturity. The borrowing is secured by Floor 1 to 6, No. 1 to 10, Chuangyi Road, Yinhu Village, Shoujiang Town, Fuyang District, China and guaranteed by Jianqiang Liu, the vice present.

 

11. Other payables and Accruals

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Accrued payroll and welfare payables   347,640    310,753 
Deposit   9,013    10,319 
Loans payable   309,119    697,446 
Advanced to employees   -    70,902 
Refund (a)   2,961,918    972,533 
Other (b)   3,230,563    402,351 
Total   6,858,253    2,464,304 

 

  (a) During the year ended February 29, 2024 and February 28, 2023, 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 refund presents the amount will be repaid to these agents within 12 months.

 

  (b) Other mainly included collection of parking fees on behalf of a third party and a transfer of business to a third party. Disclosed in the first quarter, the Company would enter into travel and wine industry. However, after evaluation, the Company withdrew this decision.

 

12. Related Party Transactions

 

The following is a list of related parties which the Company had transactions with during the six months ended August 31, 2024 and the year ended February 29, 2024:

 

  Name   Relationship
(a) Hongwei Li   Former shareholder
(b) Intellegence Triumph Holdings Limited   Shareholder
(c) Virtue Victory Holdings Limited   Shareholder
(d) Strength Union Holdings Limited   Shareholder
(e) Guowei Zhang   President of the Company
(f) Xinxin Chen   Shareholder
(g) Chuchu Zhang   Shareholder
(h) Shaoxing Keqiao Zhuyi Technology Co., Ltd   An entity controlled by a shareholder
(i) Xiujuan Chen   Shareholder

 

16

 

 

(a)The Company had the following balances due to and due from related parties:

 

At August 31, 2024 and February 29, 2024, the Company owned funds from the following related parties:

 

   February 29,       Received  

Exchange

Rate

   August 31, 
   2024   Provided   Repayment   Translation   2024 
Intellegence Triumph Holdings Limited  $5,000   $-    -    -    5,000 
Virtue Victory Holdings Limited   5,200    -    -    -    5,200 
Strength Union Holdings Limited   5,800    -    -    -    5,800 
Hongwei Li   94,173    2,126    (98,184)   1,885    - 
Total amounts due from related parties  $110,173   $2,126    (98,184)   1,885    16,000 

 

At August 31, 2024 and February 29, 2024, the Company owed funds to the following related parties:

 

   February 29,          

Exchange

Rate

   August 31, 
   2024   Borrowed   Repaid   Translation   2024 
Guowei Zhang  $1,629,089   $276,000    -    7,310    1,912,399 
Xiujuan Chen   347,333    -    -    5,276    352,609 
Chuchu Zhang   27,787    -    -    422    28,209 
Shaoxing Keqiao Zhuyi Technology Co., Ltd   21,955,735    -    (257,579)   334,735    22,032,891 
Total amounts due to related parties  $23,959,944   $276,000    (257,579)   347,742    24,326,108 

 

Advances from Guowei Zhang were unsecured, non-interest bearing and due on demand.

 

The Company entered into a three-year loan with Beijing Zhibo Innovation Technology Co., Ltd (“Zhibo”) on September 20, 2019. The agreement commenced on October 1, 2019. The maximum borrowing is RMB 300,000,000 (USD $45,028,818) with an interest rate of 3.6%. 25% of the outstanding balance should be repaid each quarter. Supplementary contracted were signed between the two parties agreeing there would be no repayment of principle for the next 12 months and interest expense was waived. The Company entered into a two-year interest-free agreement with Zhibo on September 1st, 2020 at which date the contracted commenced. Principle was RMB 22,000,000 (USD$3,302,098). As of February 28, 2023, the outstanding balance of the two loans combined was RMB 215,280,227.44 (USD$31,053,765).

 

Zhibo extended the above contracts to September 30, 2025 when they expired in 2022. Repayments and interest expenses are not required until September 30, 2024. Interest expenses calculated on an annual rate of 3% will be paid monthly from 1 October, 2024. Principle will be fully repaid upon maturity.

 

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)   30,000,000.00    4,219,409 
Hangzhou Chuangzhu Enterprise Management Partnership (Limited Partnership)   10,097,186.49    1,420,139 
Hangzhou HongKuo Enterprise Management Partnership (Limited partnership)   41,802,605.93    5,879,410 
Hangzhou Hongying Enterprise Management Partnership (Limited Partnership)   10,000,000.00    1,406,470 
Hangzhou Liujin Enterprise Management Partnership (Limited Partnership)   37,880,435.02    5,327,769 
Hangzhou Ruiqi Enterprise Management Partnership (Limited Partnership)   43,500,000.00    6,118,143 
Hangzhou Zhusheng Enterprise Management Partnership (Limited Partnership)   20,000,000.00    2,812,940 
Hangzhou Zhuyuan Enterprise Management Partnership (Limited Partnership)   20,000,000.00    2,812,940 
Hangzhou Jizhong Ecological Technology Co., Ltd.   9,450,338.82    1,329,162 
Hangzhou Liujin Enterprise Management Partnership Co., Ltd.   2,000,000.00    281,294 
Hangzhou Renyigou E-Commerce Co., Ltd.   5,100,000.00    717,300 
Hangzhou Yixin Supply Chain Management Co., Ltd.   4,000,000.00    562,588 
Hangzhou Zhizhu Parking Co., Ltd.   458,469.12    64,482 
Total   234,289,035.38    32,952,046 

 

17

 

 

For helping the Company consolidate debts and providing financial support to the Company, Shaoxin Keqiao Zhuyi Technology Co., Ltd., 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 Shaoxin Keqiao Zhuyi Technology Co., Ltd., outstanding balances were offset in part or in full if the transferees were our current debtors.

 

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)   30,000,000.00    -    -    30,000,000.00    4,219,409 
Hangzhou Chuangzhu Enterprise Management Partnership (Limited Partnership)   10,097,186.49    -    -    10,097,186.49    1,420,139 
Hangzhou HongKuo Enterprise Management Partnership (Limited partnership)   41,802,605.93    -    -    41,802,605.93    5,879,410 
Hangzhou Hongying Enterprise Management Partnership (Limited Partnership)   10,000,000.00    -    -    10,000,000.00    1,406,470 
Hangzhou Liujin Enterprise Management Partnership (Limited Partnership)   37,880,435.02    -    8,652,951.79    46,533,386.81    6,544,780 
Hangzhou Liujin Enterprise Management Partnership Co., Ltd.   2,000,000.00    -    6,427,428.49    8,427,428.49    1,185,292 
Hangzhou Ruiqi Enterprise Management Partnership (Limited Partnership)   43,500,000.00    (2,309,273.07)   4,734,492.66    45,925,219.59    6,459,243 
Hangzhou Zhusheng Enterprise Management Partnership (Limited Partnership)   20,000,000.00    -    -    20,000,000.00    2,812,940 
Hangzhou Zhuyuan Enterprise Management Partnership (Limited Partnership)   20,000,000.00    -    -    20,000,000.00    2,812,940 
Hangzhou Jizhong Ecological Technology Co., Ltd.   9,450,338.82    (9,450,338.82)   -    -    - 
Hangzhou Renyigou E-Commerce Co., Ltd.   5,100,000.00    (5,100,000.00)   -    -    - 
Hangzhou Yixin Supply Chain Management Co., Ltd.   4,000,000.00    (4,000,000.00)   -    -    - 
Hangzhou Zhizhu Parking Co., Ltd.   458,469.12    (458,469.12)   -    -    - 
Total   234,289,035.38    (21,318,081.01)   19,814,872.94    232,785,827.31    32,740,623 

 

During the six months ended August 31, 2024, the Company did not borrow extra fund from but made payments of $257,579 to Shaoxing Keqiao Zhuyi Technology Co., Ltd..

 

18

 

 

13. Income Taxes

 

PRC

 

The Company’s subsidiaries incorporated in the PRC are subject to a profits tax rate of 25% for income generated and operation in the country.

 

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)

 

   August 31,
2024
   August 31,
2023
 
   $   $ 
Loss before tax   (5,477,500)   (3,297,541)
Tax credit calculated at statutory tax rate   (1,369,375)   (824,385)
Effect of different tax rates   11,772    21,179 
Deferred tax asset not recognized during the year   1,357,617    803,206 
Income tax expenses   14    - 

 

As of August 31, 2024 and February 29, 2024, the significant components of the deferred tax assets and deferred tax liabilities are summarized below:

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Deferred tax assets:          
Net operating loss carrying forward   3,614,325    3,107,917 
Allowance on doubtful accounts   51,155    50,389 
Deferred tax assets, gross   3,665,480    3,158,306 
Less: valuation allowance   (3,665,480)   (3,158,306)
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.

 

14. 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 6 agreements for renting offices, warehouses and parking lots. As of August 31, 2024, the Company has $113,370 of right-of-use assets, $45,868 in current operating lease liabilities and $69,544 in non-current operating lease liabilities.

 

19

 

 

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.

 

The Company’s future minimum payments under long-term non-cancellable operating leases are as follows:

 

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Within 1 year   49,369    82,723 
After 1 year but within 5 years   35,873    16,384 
Over 5 years   50,776    - 
Total lease payments   136,018    99,107 
           
Less: imputed interest   (20,606)   (3,446)
Total lease obligations   115,412    95,661 
Less: current obligations   (45,868)   (80,165)
Long-term lease obligations   69,544    15,496 

 

15. Long term payable

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Long term payable   987,306    2,917,599 
Total   987,306    2,917,599 

 

During the years ended February 29, 2024 and February 28, 2023, 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 August 31, 2024 represents the refund being paid in 12 months.

 

16. 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 August 31, 2024 and February 29, 2024 respectively.

 

20

 

    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
    Liangshan    Yibin    Xide    Taining    Leshan    Total 
    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
NCI ownership interest   0%   33%   0%   20%   33%   33%   28%   28%   35%   -           
NCI balances   -    (852,712)   -    (14,434)   (99,832)   (86,431)   (97,079)   (82,676)   (6,020)   -    (202,931)   (1,036,253)

 

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

 

    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 

    Liangshan    Yibin    Xide    Taining    Leshan    Total 
    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
Non-current assets   -    220,813    -    -    34,828    41,406    90,321    114,451    481,791    -    606,940    376,670 
Current assets   -    102,830    -    1,585    6,974    7,559    31,364    26,748    205,945    -    244,283    138,722 
Current liabilities   -    (564,794)   -    (54,866)   (324,029)   (283,857)   (100,509)   (94,538)   (562,522)   -    (987,060)   (998,055)
Non-current liabilities   -    -    -    -    -    -    -    -    (56,804)   -    (56,804)   - 
Net assets   -    (241,151)   -    (53,281)   (282,227)   (234,892)   21,176    46,661    68,410    -    (192,641)   (482,663)

 

    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
    Liangshan    Yibin    Xide    Taining    Leshan    Total 
    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
Net Assets   -    (241,151)   -    (53,281)   (282,227)   (234,892)   21,176    46,661    68,410    -    (192,641)   (482,663)
Less: Zhuyi capital and additional paid-in capital   -    (2,377,782)   -    -    -    -    (298,228)   (298,228)   (84,753)   -    (382,981)   (2,676,010)
Less: OCI   -    39,956    -    (10,115)   (10,495)   (13,857)   (48,491)   (23,375)   (429)   -    (35,133)   (7,391)
Accumulated Deficits   -    (2,578,977)   -    (63,396)   (292,722)   (248,749)   (325,543)   (274,942)   (16,772)   -    (610,755)   (3,166,064)
Accumulated Deficits attributable to NCI   -    (851,063)   -    (12,679)   (96,599)   (82,088)   (91,152)   (76,983)   (5,870)   -    (186,821)   (1,022,813)
Plus: OCI attributable to NCI   -    (1,649)   -    (1,755)   (3,233)   (4,343)   (5,927)   (5,693)   (150)   -    (9,310)   (13,440)
NCI balances   -    (852,712)   -    (14,434)   (99,832)   (86,431)   (97,079)   (82,676)   (6,020)   -    (202,931)   (1,036,253)

 

21

 

 

17. Reserves

 

Statutory reserve

 

Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the six months ended August 31, 2024 and the year ended February 29, 2024, the Company did not accrue any 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.

 

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.

 

19. Subsequent Events 

 

The Company has performed an evaluation of subsequent events through October 11, 2024, 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 below.

 

On September 3, 2024, the Board of Directors of the Company (the “Board”) approved the Authorized Shares Increase. On September 3, 2024, Strength Union Holdings Limit, Guowei Zhang, Qiuqin Li, Jianfei Liu and Qiaofei Li (collectively referred to as the “Majority Stockholders”) approved the Authorized Shares Increase by written consent in lieu of a meeting, in accordance with Nevada law. The Majority Stockholders voted in favor to amend the Company’s Certificate of Incorporation, as amended, to increase the total number of authorized shares of Common Stock from 50,000,000 to 50,000,000,000.

 

22

 

 

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.

 

23

 

 

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. After the change of ownership, the Company’s current principal offices is located in Building B8, China Zhigu, Yinhu Street, Fuyang District, Hangzhou, Zhejiang, China.

 

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 Group Limited (“Intellegence”), 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 SVMB 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 Group Limited.

 

Consequently, SVMB 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 Group Limited (“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 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”) 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. 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.

 

24

 

 

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 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.

 

Zhejiang Linglingyi Network Technology Co. (“Linglingyi”) was incorporated on November 17, 2018. Its sole director is Guowei Zhang. Hangzhou Zhuyi acquired 100% of Linglingyi on April 29. 2022. Its main businesses are smart parking projects and smart parking mobile applications.

 

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 26% of Liangshan’s shares. As a result, Hangzhou Zhuyi holds 67% of Liangshan. Liangshan is into smart parking projects and smart parking mobile applications businesses.

 

Zhuyi Technology (Anping) Co. (“Anping”) was incorporated on May 12, 2022, which is 90% owned by Hangzhou Zhuyi and it mainly focuses on smart parking projects and smart parking mobile applications. Anping was deregistered on 27 June, 2023.

 

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.

 

Yibin Huibo Technology Co. (“Yibin”) was incorporated on July 4, 2019, which is 80% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

 

Xide Zhuyi Technology Co. (“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.

 

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.

 

Zhuyi Technology (Taining) Co. (“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.

 

Zhongxiang Huji Town Zhuyi Techonology 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.

 

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 28, 2024, the Company changed its fiscal year end from May 31 to the last day of February.

 

On March 14, 2024, Leshan Zhuyi Qifeng Intelligent Technology Development Co. was incorporated under the laws of PRC which is 65% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects.

 

25

 

 

On August 27, 2024, Hangzhou Zhuyi entered into a shares transfer agreement with Qiaofei Li and Haikou. Pursuant to the agreement, Hangzhou Zhuyi transferred all the equity interest of Haikou to Qiaofei Li 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. Linghsan has no material operations before the transfer, and Hangzhou received a valuation report from a third party before it entered into the agreement.

 

On August 22, 2024, Hangzhou Zhuyi passed a shareholder resolution. Pursuant to the resolution, given the Linglingyi has no material operations, the shareholder has decided to liquidate Linglingyi. The disposition process will be completed on September 11, 2024, the last day of announcement period, pursuant to the applicable laws in China.

 

Corporate Structure

 

 

For the Three Months Ended August 31, 2024 Compared to the Three Months Ended August 31, 2023

 

Revenue

 

The Company generated $396,242 in revenue during the three months ended August 31, 2024 compared to $344,507 during the three months ended August 31, 2023. Revenue mainly comprised of parking fee. Revenue generated over the three months ended August 31, 2024 and August 31, 2023 was very similar. The Company operated in normal circumstances.

 

26

 

 

Cost of Revenues

 

During the three months ended August 31, 2024, the Company incurred $697,567 in cost of revenues compared to $607,427 for the three months ended August 31, 2023. Cost of revenue mainly consisted of depreciation, salary and rental expenses. Cost of revenues incurred over the three months ended August 31, 2024 and August 31, 2023 was very similar and in line with revenue. The Company operated in normal circumstances.

 

Gross loss

 

Gross loss was $301,325 for the three months ended August 31, 2024 compared to $262,920 for the three months ended August 31, 2023. The increase in gross loss was in line with the growth in cost of revenues.

 

Selling and marketing expenses

 

During the three months ended August 31, 2024, we incurred selling and marketing expenses of $320,770 compared to $69,740 for the three months ended August 31, 2023. Selling and marketing expenses for the three months ended August 31, 2024 and 2023 mainly included salary expenses, travelling expenses, hospitality expenses and professional fees. The increase in selling and marketing expenses was primarily due to an increase in professional expenses.

 

General and Administrative Expenses

 

During the three months ended August 31, 2024, we incurred general and administrative expenses of $964,204 compared to $735,682 incurred during the three months ended August 31, 2023. General and administrative expenses incurred during the three months ended August 31, 2024 mainly consisted of business hospitality expenses, salary expense and professional fees. The increase in general and administrative expenses was mainly due to the increase in business hospitality expenses and professional fees.

 

Research and development expenses

 

During the three months ended August 31, 2024, we incurred research and development expenses of $85,511 compared to $100,931 for the three months ended August 31, 2023. 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 August 31, 2024 and 2023 was $4,272,890 and $1,474,807 respectively. The substantial increase in net loss was mainly due to the loss on disposal of subsidiaries.

 

For the Six Months Ended August 31, 2024 Compared to the Six Months Ended August 31, 2023

 

Revenue

 

The Company generated $704,776 in revenue during the six months ended August 31, 2024 compared to $804,672 during the six months ended August 31, 2023. Revenue mainly comprised of parking fee. The decrease in revenue was mainly caused by a decrease in sales of parking equipment.

 

Cost of Revenues

 

During the six months ended August 31, 2024, the Company incurred $1,209,872 in cost of revenues compared to $1,431,725 for the six months ended August 31, 2023. Cost of revenue mainly consisted of depreciation, salary and rental expenses. The decrease in cost of revenues was contributed by the decrease in salary and rental expenses.

 

Gross loss

 

Gross loss was $505,096 for the six months ended August 31, 2024 compared to $627,053 for the six months ended August 31, 2023. The decrease was mainly contributed by the decrease in cost of revenue.

 

27

 

 

Selling and marketing expenses

 

During the six months ended August 31, 2024, we incurred selling and marketing expenses of $417,947 compared to $176,640 for the six months ended August 31, 2023. Selling and marketing expenses for the six months ended August 31, 2024 and 2023 mainly included salary expenses, travelling expenses, hospitality expenses and professional fees. The increase in selling and marketing expenses was primarily due to an increase in professional fees.   

 

General and Administrative Expenses

 

During the six months ended August 31, 2024, we incurred general and administrative expenses of $1,756,448 compared to $1,975,286 incurred during the six months ended August 31, 2023. General and administrative expenses incurred during the six months ended August 31, 2024 mainly consisted of business hospitality expense, office expenses, salary expense and professional fees. The decrease in general and administrative expenses was mainly due to the decrease in professional fees.

 

Research and development expenses

 

During the six months ended August 31, 2024, we incurred research and development expenses of $166,984 compared to $204,834 for the six months ended August 31, 2023. 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 six months ended August 31, 2024 and 2023 was $5,477,514 and $3,297,541 respectively. The substantial increase in net loss was mainly due to the loss on disposal of subsidiaries.

 

Liquidity and Capital Resources

 

Working capital  August 31,
2024
   February 29,
2024
 
Total current assets  $5,430,278   $4,255,988 
Total current liabilities   33,636,670    28,635,745 
Working capital deficit  $(28,206,392)  $(24,379,757)

 

Total deficit for the six months ended August 31, 2024 was $28,206,392 compared to $24,379,757 for the year ended February 29, 2024. To date, we have financed our operations primarily from related party loans.

 

The following is a summary of the Company’s cash flows provided by/(used in) operating, investing, and financing activities for the six months ended August 31, 2024 and 2023.

 

  

Six Months Ended
August 31, 2024

   Six Months Ended
August 31, 2023
 
Net cash used in operating activities   642,133    (1,518,254)
Net cash used in investing activities   (322,371)   (310,370)
Net cash provided by financing activities   831,068    1,792,197 
Effect of exchange rate changes on cash and cash equivalents   (13,179)   (12,518)
Net increase/(decrease) in cash and cash equivalents   1,137,651    (48,945)
Cash and cash equivalents at the beginning of period   148,505    331,073 
Cash and cash equivalents at the end of period   1,286,156    282,128 

 

28

 

 

Cash Flows from Operating Activities

 

For the six months ended August 31, 2024, net cash provided by operating activities was $642,133, mainly comprised of a net loss of $5,477,514 and offset by loss on disposal of subsidiaries of $2,125,703 and a decrease in other non-current assets of $857,425. For the six months ended August 31, 2023, net cash used in operating activities was $1,518,254, primarily consisted of a net loss of $3,297,541 and offset by an increase in prepaid expenses and other current assets of $677,682 and depreciation and amortization of $441,293.

 

Cash Flows from Investing Activities

 

Net cash used in investing activities was $322,371 for the six months ended August 31, 2024, mainly comprising a purchase of property and equipment of $418,429 and offset by interest-free loan repaid by related parties of $98,184..For the six months ended August 31, 2023, net cash used in investing activities was $310,370, solely for a purchase of property and equipment.

 

Cash Flows from Financing Activities

 

For the six months ended August 31, 2024, net cash provided by financing activities was $831,068 compared $1,792,197 for the six months ended August 31, 2023, both of which came from proceeds from interest-free loan from related parties.

 

Going Concern Consideration

 

The ability to continue as a going concern is dependent upon long-term loans related to Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei Zhang) to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on long term loans related to Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei Zhang) to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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

 

29

 

 

Impact of Inflation

 

In accordance with the National Bureau of Statistics of China, the year-over-year percentage changes in the consumer price index for March 2021,2022, and 2023 were 4.4%,2%, and 0.2% respectively. Inflation in China has not materially affected our profitability and operating results. However, we can provide no assurance that we will be unaffected by higher inflation rates in China in the future.

 

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.

 

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 29, 2024, as filed on July 5, 2024 and amended on August 15, 2024, 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 August 31, 2024, 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)

 

31

 

 

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: October 11, 2024 By: /s/ Zhang Guowei
    Zhang Guowei
    President, Chief Executive Officer, Chief Financial Officer and Secretary and Director

 

32

 

 

 

EXHIBIT 31.1

 

CERTIFICATIONS

 

I, Zhang Guowei, certify that:

 

1. I have reviewed this quarterly report of Jingbo Technology, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 11, 2024 By: /s/ Zhang Guowei
    Zhang Guowei
    Chief Executive Officer and Chief Financial Officer

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATIONS

 

I, Zhang Guowei, certify that:

 

1. I have reviewed this quarterly report of Jingbo Technology, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and,
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 11, 2024 By: /s/ Zhang Guowei
    Zhang Guowei
    Chief Financial Officer

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q for the period ended August 31, 2024 of Jingbo Technology, Inc., a Nevada corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Transition Report”), I, Zhang Guowei, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

 

2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: October 11, 2024 By: /s/ Zhang Guowei
    Zhang Guowei
    Chief Executive Officer

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q for the period ended August 31, 2024 of Jingbo Technology, Inc., a Nevada corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Transition Report”), I, Zhang Guowei, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

 

2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: October 11, 2024 By: /s/ Zhang Guowei
    Zhang Guowei
    Chief Financial Officer

 

 

 

v3.24.3
Cover - shares
6 Months Ended
Aug. 31, 2024
Oct. 11, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Aug. 31, 2024  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2025  
Current Fiscal Year End Date --02-28  
Entity File Number 000-56570  
Entity Registrant Name Jingbo Technology, Inc.  
Entity Central Index Key 0001647822  
Entity Tax Identification Number 47-3240707  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One Building B8, China Zhigu  
Entity Address, Address Line Two Yinhu Street  
Entity Address, Address Line Three Fuyang District  
Entity Address, City or Town Hangzhou  
Entity Address, Country CN  
Entity Address, Postal Zip Code 310000  
City Area Code +86  
Local Phone Number 57187197085  
Entity Current Reporting Status Yes  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   5,315,412
v3.24.3
Condensed Consolidated Balance Sheets
Aug. 31, 2024
USD ($)
Feb. 29, 2024
USD ($)
Current assets    
Cash and cash equivalents $ 1,279,035 $ 142,434
Restricted cash 7,121 6,071
Accounts receivable 382,484 500,564
Inventories 135,799 203,752
Prepaid expenses and other current assets 3,609,839 3,292,994
Total current assets 5,430,278 4,255,988
Non-current assets    
Plant and equipment, net 5,936,504 6,000,826
Intangible assets, net 10,742 13,867
Right-of-use assets 113,370 85,541
Other non-current assets 1,695,201 2,510,438
Total non-current assets 7,755,817 8,610,672
Total Assets 13,186,095 12,866,660
Current liabilities    
Short-term Loan 1,410,437 1,389,333
Accounts payables 826,389 643,192
Advances from customers 120,733 38,168
Other current payables 6,858,253 2,464,304
Taxes payable 48,883 60,639
Operating lease liabilities, current 45,868 80,165
Total current liabilities 33,636,670 28,635,745
Non-current liabilities    
Operating lease liabilities 69,544 15,496
Long term payable 987,306 2,917,599
Total non-current liabilities 1,056,850 2,933,095
Total Liabilities 34,693,520 31,568,840
Stockholders’ (Deficit) Equity    
Common stock ($0.001 par value, 50,000,000 shares authorized, 5,315,412   shares issued and outstanding as of August 31, 2024 and February 29, 2024, respectively) 5,315 5,315
Additional paid-in capital 9,530,921 9,530,921
Accumulated deficit (32,931,974) (29,311,229)
Accumulated other comprehensive income 2,091,244 2,109,066
Non-controlling interest (202,931) (1,036,253)
Total (Deficit) Equity (21,507,425) (18,702,180)
Total Liabilities and (Deficit) Equity 13,186,095 12,866,660
Related Party [Member]    
Current assets    
Amount due from related parties 16,000 110,173
Current liabilities    
Amounts due to related parties $ 24,326,107 $ 23,959,944
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Aug. 31, 2024
Feb. 29, 2024
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 50,000,000 50,000,000
Common stock, shares issued 5,315,412 5,315,412
Common stock, shares outstanding 5,315,412 5,315,412
v3.24.3
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
3 Months Ended 6 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Income Statement [Abstract]        
Net revenues $ 396,242 $ 344,507 $ 704,776 $ 804,672
Cost of revenues (697,567) (607,427) (1,209,872) (1,431,725)
Gross income/(loss) (301,325) (262,920) (505,096) (627,053)
Operating expenses:        
Selling and marketing expenses (320,770) (69,740) (417,947) (176,640)
General and administrative expenses (964,204) (735,682) (1,756,448) (1,975,286)
Research and development expenses (85,511) (100,931) (166,984) (204,834)
Impairment reversal/(loss) 56 (4,624)
Total operating expenses (1,370,485) (906,297) (2,341,379) (2,361,384)
Operating loss (1,671,810) (1,169,217) (2,846,475) (2,988,437)
Interest income 19 162 81 325
Interest expense (33,265)   (61,221)  
Other income/(expense) (2,567,834) (305,752) (2,569,885) (309,429)
Total other income/(expenses) (2,601,080) (305,590) (2,631,025) (309,104)
Income before income tax expense (4,272,890) (1,474,807) (5,477,500) (3,297,541)
 Income tax expense (14)
Net loss (4,272,890) (1,474,807) (5,477,514) (3,297,541)
Other comprehensive loss:        
Foreign current translation income/(loss) (137,850) 343,867 (9,370) 742,847
Total comprehensive loss (4,410,740) (1,130,940) (5,486,884) (2,554,694)
Net loss attributable to:        
Owners of the Company (4,262,965) (1,443,947) (5,430,641) (3,097,554)
Non-controlling interest (9,925) (30,860) (46,873) (199,987)
Total comprehensive loss attributable to:        
Owners of the Company (4,401,376) (1,096,690) (5,439,019) (2,345,900)
Non-controlling interest $ (9,364) $ (34,250) $ (47,865) $ (208,794)
Loss per common share:        
Loss per common share, basic $ (0.80) $ (0.00) $ (1.03) $ (0.00)
Loss per common share, diluted $ (0.80) $ (0.00) $ (1.03) $ (0.00)
Weighted average number of common shares outstanding:        
Weighted average number of common shares outstanding, basic 5,315,412 1,061,900,000 5,315,412 1,061,900,000
Weighted average number of common shares outstanding, diluted 5,315,412 1,061,900,000 5,315,412 1,061,900,000
v3.24.3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Parent [Member]
Noncontrolling Interest [Member]
Total
Balance at Feb. 28, 2023 $ 1,061,900 $ 8,474,336 $ (24,015,106) $ 1,365,197 $ (13,113,673) $ (842,707) $ (13,956,380)
Balance, shares at Feb. 28, 2023 1,061,900,000            
Net income (3,097,554) (3,097,554) (199,987) (3,297,541)
Foreign currency translation adjustments 751,654 751,654 (8,807) 742,847
Balance at Aug. 31, 2023 $ 1,061,900 8,474,336 (27,112,660) 2,116,851 (15,459,573) (1,051,501) (16,511,074)
Balance, shares at Aug. 31, 2023 1,061,900,000            
Balance at Feb. 28, 2023 $ 1,061,900 8,474,336 (24,015,106) 1,365,197 (13,113,673) (842,707) (13,956,380)
Balance, shares at Feb. 28, 2023 1,061,900,000            
Net income             (5,482,077)
Balance at Feb. 29, 2024 $ 5,315 9,530,921 (29,311,229) 2,109,066 (17,665,927) (1,036,253) (18,702,180)
Balance, shares at Feb. 29, 2024 5,315,412            
Net income (5,430,641) (5,430,641) (46,873) (5,477,514)
Foreign currency translation adjustments (8,378) (8,378) (992) (9,370)
Disposal of subsidiaries 1,809,896 (9,444) 1,800,452 881,187 2,681,639
Balance at Aug. 31, 2024 $ 5,315 $ 9,530,921 $ (32,931,974) $ 2,091,244 $ (21,304,494) $ (202,931) $ (21,507,425)
Balance, shares at Aug. 31, 2024 5,315,412            
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Statement of Cash Flows [Abstract]    
Net loss $ (5,477,514) $ (3,297,541)
Adjustments to reconcile net income to net cash provided by operating activities    
Depreciation and amortization 352,672 441,293
Depreciation of right-of-use assets 32,323 93,698
Bad debt expense 4,624
Loss on disposal of fixed assets 225,323 9,397
Loss on disposal of subsidiaries 2,125,703
Changes in operating assets and liabilities    
Accounts receivable 126,280 24,871
Inventories 71,386 (134,009)
Prepaid expenses and other current assets (268,090) 677,682
Other non-current assets 857,425 213,155
Accounts payable and other current liabilities 2,596,625 448,576
Net cash provided by/(used in) operating activities 642,133 (1,518,254)
Cash flows from investing activities    
Purchase of property and equipment (418,429) (310,370)
Interest-free loan lent to related parties (2,126)
Interest-free loan repaid by related parties 98,184
Net cash (used in)/provided by investing activities (322,371) (310,370)
Cash flows from financing activities    
Proceeds from long-term loan   2,871,869
Repayment of interest-free loan to related parties (257,579) (2,089,338)
Proceeds from interest-free loan from related parties 276,000 1,009,666
Disposal of subsidiaries, net of cash disposed of 812,647
Net cash provided by financing activities 831,068 1,792,197
Effect of exchange rate changes on cash and cash equivalents (13,179) (12,518)
Net increase/(decrease) of cash and cash equivalents 1,137,651 (48,945)
Cash and cash equivalents–beginning of year 148,505 331,073
Cash and cash equivalents–end of year 1,286,156 282,128
Supplementary cash flow information:    
Income taxes 14 185
Interest expense $ 61,221
v3.24.3
Organization and Principal Activities
6 Months Ended
Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Principal Activities

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 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.

 

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.After the change of ownership, the Company’s current principal offices is located in Building B8, China Zhigu, Yinhu Street, Fuyang District, Hangzhou, Zhejiang, China.

 

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 Group Limited (“Intellegence”), 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 (100%) of the ownership interest of Intellegence was exchanged for 1,000,000,000 shares of common stock of SVMB 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 Group Limited.

 

 

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 Group Limited (“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 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”) 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., 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.

 

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  February 29, 2024   February 28, 2023 
Major Subsidiaries             
Intellegence Parking Group Limited  Cayman June 29, 2022   100%   100%
Intellegence Parking (Hong Kong) Limited  Hong Kong July 20, 2022   100%   100%
Huixin Zhiying (Hangzhou) Technology Co.  PRC October 24, 2022   100%   100%
              
Major VIEs (Including VIE’s Subsidiaries)             
Zhejiang Jingbo Ecological Technology Co.  PRC December 18, 2019   100%   100%
Hangzhou Zhuyi Technology Co.  PRC November 13, 2017   100%   100%

 

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 28, 2024, the Company changed its fiscal year from May 31 to the last day of February.

 

On March 14, 2024, Leshan Zhuyi Qifeng Intelligent Technology Development Co. was incorporated under the laws of PRC which is 65% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects.

 

 

v3.24.3
Variable Interest Entities
6 Months Ended
Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities

2. Variable Interest Entities

 

Pursuant to the Business Operation Agreement entered into among Huixin WFOE and Zhejiang Jingbo Ecological Technology Co., 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 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.

 

Zhejiang Linglingyi Network Technology Co. (“Linglingyi”) was incorporated on November 17, 2018. Its sole director is Guowei Zhang. Hangzhou Zhuyi acquired 100% of Linglingyi on April 29. 2022. Its main businesses are smart parking projects and smart parking mobile applications.

 

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 26% of Liangshan’s shares. As a result, Hangzhou Zhuyi holds 67% of Liangshan. Liangshan is into smart parking projects and smart parking mobile applications businesses.

 

Zhuyi Technology (Anping) Co. (“Anping”) was incorporated on May 12, 2022, which is 90% owned by Hangzhou Zhuyi and it mainly focuses on smart parking projects and smart parking mobile applications.

 

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.

 

Yibin Huibo Technology Co. (“Yibin”) was incorporated on July 4, 2019, which is 80% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

 

Xide Zhuyi Technology Co. (“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.

 

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.

 

Zhuyi Technology (Taining) Co. (“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.

 

On August 27, 2024, Hangzhou Zhuyi entered into a shares transfer agreement with Qiaofei Li and Haikou. Pursuant to the agreement, Hangzhou Zhuyi transferred all the equity interest of Haikou to Qiaofei Li 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. Linghsan has no material operations before the transfer, and Hangzhou received a valuation report from a third party before it entered into the agreement.

 

 

On August 22, 2024, Hangzhou Zhuyi passed a shareholder resolution. Pursuant to the resolution, given that Linglingyi has no material operations, the shareholder has decided to liquidate Linglingyi. The disposition process was completed on September 11, 2024, the last day of announcement period, pursuant to the applicable laws in China.

 

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 (Collectively, the “Group”).

 

a. Contractual agreements with VIEs

 

Power of Attorney

 

Pursuant to the power of attorney agreements among the Wholly Foreign Owned Enterprises (“WFOEs”), 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.

 

Exclusive 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.

 

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.

 

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.

 

  

August 31,

2024

  

February 29,

2024

 
   $   $ 
Cash and cash equivalents   1,271,977    140,766 
Restricted cash   7,121    6,071 
Accounts receivable   382,484    500,564 
Inventories   135,799    203,752 
Prepaid expenses and other current assets   3,609,839    3,292,994 
Amounts due from related parties   87,836    118,771 
Plant and equipment, net   5,936,504    6,000,826 
Intangible assets, net   10,742    13,867 
Right-of-use assets   113,370    85,541 
Other non-current assets   1,695,201    2,510,438 
Total Assets   13,250,873    12,873,590 
Short-term Loan   1,410,437    1,389,333 
Accounts payables   826,389    643,192 
Advances from customers   120,733    38,168 
Other current payables   6,850,389    2,456,551 
Taxes payable   48,883    60,639 
Amounts due to related parties   22,902,249    22,812,085 
Operating lease liabilities, current   45,868    80,165 
Long term payable   987,306    2,917,599 
Operating lease liabilities, non-current   69,544    15,496 
Total Liabilities   33,261,798    30,413,228 
Total Deficit of VIEs   (20,010,925)   (17,539,638)
Total Liabilities and Deficit of VIEs   13,250,873    12,873,590 

 

   Six months ended
August 31, 2024
   Six months ended
August 31, 2023
 
   $   $ 
Net revenues   704,776    804,672 
Cost of revenues   (1,209,872)   (1,431,725)
Gross loss   (505,096)   (627,053)
Total costs and expenses   (2,008,096)   (1,832,031)
Operating loss   (2,513,192)   (2,459,084)
Total other expenses   (2,631,025)   (308,982)
Loss before taxes from operations   (5,144,217)   (2,768,066)
Provision for income taxes   (14)   - 
Net loss   (5,144,231)   (2,768,066)
Net loss attributable to VIEs   (5,097,358)   (2,568,079)

 

 

   Six Months Ended
August 31, 2024
   Six Months Ended
August 31, 2023
 
   $   $ 
Net cash used in operating activities   975,306    (957,689)
Net cash used in investing activities   (385,534)   (310,370)
Net cash provided by financing activities   555,068    1,294,934 
Effect of exchange rate changes on cash and cash equivalents   (12,579)   (12,518)
Net increase in cash and cash equivalents   1,132,261    14,357 
Cash and cash equivalents at the beginning of period   146,837    249,352 
Cash and cash equivalents at the end of period   1,279,098    263,709 

 

v3.24.3
Summary of Significant Accounting Policies
6 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

 

The Company’s significant accounting policies have not changed from the year ended February 29, 2024.

 

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 29, 2024, as filed with the SEC on July 5, 2024. Operating results for the six months ended August 31, 2024 are not necessarily indicative of the results that may be expected for any subsequent quarter or for the year ending February 28, 2025.

 

Going Concern

 

The Company incurred net loss of $5,477,514 during the six months ended August 31, 2024. As of August 31, 2024, the Company had total deficit of $21,507,425 and had net cash used by operating activities of $642,133 . The Company incurred net loss of $5,482,077 during the year ended February 29, 2024. As of February 29, 2024, the Company had total deficit of $18,702,180 and had net cash used by operating activities of $1,833,699.

 

The ability to continue as a going concern is dependent upon long-term loans related to Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei Zhang) to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on long term loans related to Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei Zhang) to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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.

 

   08312024   02292024   08312023 
Period/Year end RMB: US$ exchange rate   7.0900    7.1977    7.2582 
Annual average RMB: US$ exchange rate   7.0565    6.8392    6.8996 

 

The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.

 

 

Earnings per share

 

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.

 

v3.24.3
Trade Receivables
6 Months Ended
Aug. 31, 2024
Receivables [Abstract]  
Trade Receivables

4. Trade 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.

 

v3.24.3
Prepaid Expenses and Other Current Assets
6 Months Ended
Aug. 31, 2024
Prepaid Expenses And Other Current Assets  
Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

 

   August 31,
2024
   February 29,
2024
 
Prepayment to vendors  $515,443   $421,055 
Prepayment for rental (a)   436,360    429,923 
Deposit   268,851    344,997 
Loan receivable (b)   1,470,435    1,299,420 
Advances to employees   633,287    541,590 
Other   433,224    397,190 
VAT   956    5,310 
Total   3,758,556    3,439,485 
Allowance for doubtful debt   (148,717)   (146,491)
Total   3,609,839    3,292,994 

 

(a) Prepayment for rental included a rental agreement of parking lot with a third party. The contract became effective on January 1, 2021 and will end on December 31, 2030. The Company has paid full rent as of August 31, 2024.

 

(b) Loan receivables are loans borrow to third parties. All loans are interest free and will be repaid on demand.

 

v3.24.3
Property and Equipment
6 Months Ended
Aug. 31, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment

6. Property and Equipment

 

   Furniture,
fixtures
and office
equipment
   Building   Vehicles   Project
Facilities
   Construction
in progress
   Total 
Cost   $    $    $    $    $    $ 
At February 29, 2024   929,598    4,383,002    136,454    2,558,909    988,118    8,996,081 
Additions during the year   2,437    -    4,419    1,581    442,308    450,745 
Disposals during the year   (287,141)   (28,697)   (87,962)   (772,182)   (32,316)   (1,208,298)
Effects of currency translation   15,466    66,715    2,468    42,512    13,073    140,234 
At August 31, 2024   660,360    4,421,020    55,379    1,830,820    1,411,183    8,378,762 
                               
Accumulated depreciation                              
At February 29, 2024   834,821    716,643    115,119    1,328,672    -    2,995,255 
Depreciation during the year   16,727    105,498    5,771    221,324    -    349,320 
Disposals during the year   (271,075)   (6,248)   (81,414)   (591,923)   -    (950,660)
Effects of currency translation   13,883    10,417    2,107    21,936    -    48,343 
At August 31, 2024   594,356    826,310    41,583    980,009    -    2,442,258 
                               
Net book value                              
At February 29, 2024   94,777    3,666,359    21,335    1,230,237    988,118    6,000,826 
At August 31, 2024   66,004    3,594,710    13,796    850,811    1,411,183    5,936,504 

 

(a) Address of the building is Floor 1 to 6, No. 1 to 10, Chuangyi Road, Yinhu Village, Shoujiang Town, Fuyang District, China.

 

 

v3.24.3
Intangible Assets
6 Months Ended
Aug. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

7. Intangible Assets

 

Cost    
At February 29,2024   28,181 
Additions during the year   - 
Disposals during the year   - 
Effects of currency translation   428 
At August 31,2024   28,609 
Accumulated depreciation     
At February 29,2024   14,314 
Depreciation during the year   3,352 
Disposals during the year   - 
Effects of currency translation   201 
At August 31, 2024   17,867 
Net book value     
At February 29,2024   13,867 
At August 31, 2024   10,742 

 

v3.24.3
Right-of-use Assets
6 Months Ended
Aug. 31, 2024
Right-of-use Assets  
Right-of-use Assets

8. Right-of-use Assets

 

   $ 
Cost     
At February 29,2024   295,874 
Additions during the year   65,658 
Write-off during the year   (22,402)
Effects of currency translation   4,291 
At August 31,2024   343,421 
      
Accumulated depreciation     
At February 29,2024   210,333 
Depreciation during the year   32,323 
Write-off during the year   (15,879)
Effects of currency translation   3,274 
At August 31,2024   230,051 
      
Net book value     
At February 29,2024   85,541 
At August 31,2024   113,370 

 

Right of use assets consisted of 6 contracts renting offices, warehouses and parking lots. Contracted terms ranged from two to fifteen years with the earliest start date being January 1, 2020.

 

 

v3.24.3
Other non-current assets
6 Months Ended
Aug. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other non-current assets

9. Other non-current assets

 

Other non-current assets mainly consisted of a rental agreement of parking lot with a third party. The contract became effective on January 1, 2021 and will end on December 31, 2030. The Company has paid full rent as of August 31, 2024.

 

v3.24.3
Short-term borrowings
6 Months Ended
Aug. 31, 2024
Debt Disclosure [Abstract]  
Short-term borrowings

10. Short-term borrowings

 

On September 25, 2023, the Company’s subsidiary, Hangzhou Zhuyi entered into a loan agreement of $ 1,381,025 (RMB10,000,000) with Zhejiang Chouzhou Commercial Bank with an annual interest rate of 5.00% and maturity date of September 18, 2024. The Company pays interest monthly, and the principal balance at maturity. The borrowing is secured by Floor 1 to 6, No. 1 to 10, Chuangyi Road, Yinhu Village, Shoujiang Town, Fuyang District, China and guaranteed by Jianqiang Liu, the vice present.

 

v3.24.3
Other payables and Accruals
6 Months Ended
Aug. 31, 2024
Payables and Accruals [Abstract]  
Other payables and Accruals

11. Other payables and Accruals

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Accrued payroll and welfare payables   347,640    310,753 
Deposit   9,013    10,319 
Loans payable   309,119    697,446 
Advanced to employees   -    70,902 
Refund (a)   2,961,918    972,533 
Other (b)   3,230,563    402,351 
Total   6,858,253    2,464,304 

 

  (a) During the year ended February 29, 2024 and February 28, 2023, 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 refund presents the amount will be repaid to these agents within 12 months.

 

  (b) Other mainly included collection of parking fees on behalf of a third party and a transfer of business to a third party. Disclosed in the first quarter, the Company would enter into travel and wine industry. However, after evaluation, the Company withdrew this decision.

 

v3.24.3
Related Party Transactions
6 Months Ended
Aug. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

12. Related Party Transactions

 

The following is a list of related parties which the Company had transactions with during the six months ended August 31, 2024 and the year ended February 29, 2024:

 

  Name   Relationship
(a) Hongwei Li   Former shareholder
(b) Intellegence Triumph Holdings Limited   Shareholder
(c) Virtue Victory Holdings Limited   Shareholder
(d) Strength Union Holdings Limited   Shareholder
(e) Guowei Zhang   President of the Company
(f) Xinxin Chen   Shareholder
(g) Chuchu Zhang   Shareholder
(h) Shaoxing Keqiao Zhuyi Technology Co., Ltd   An entity controlled by a shareholder
(i) Xiujuan Chen   Shareholder

 

 

(a)The Company had the following balances due to and due from related parties:

 

At August 31, 2024 and February 29, 2024, the Company owned funds from the following related parties:

 

   February 29,       Received  

Exchange

Rate

   August 31, 
   2024   Provided   Repayment   Translation   2024 
Intellegence Triumph Holdings Limited  $5,000   $-    -    -    5,000 
Virtue Victory Holdings Limited   5,200    -    -    -    5,200 
Strength Union Holdings Limited   5,800    -    -    -    5,800 
Hongwei Li   94,173    2,126    (98,184)   1,885    - 
Total amounts due from related parties  $110,173   $2,126    (98,184)   1,885    16,000 

 

At August 31, 2024 and February 29, 2024, the Company owed funds to the following related parties:

 

   February 29,          

Exchange

Rate

   August 31, 
   2024   Borrowed   Repaid   Translation   2024 
Guowei Zhang  $1,629,089   $276,000    -    7,310    1,912,399 
Xiujuan Chen   347,333    -    -    5,276    352,609 
Chuchu Zhang   27,787    -    -    422    28,209 
Shaoxing Keqiao Zhuyi Technology Co., Ltd   21,955,735    -    (257,579)   334,735    22,032,891 
Total amounts due to related parties  $23,959,944   $276,000    (257,579)   347,742    24,326,108 

 

Advances from Guowei Zhang were unsecured, non-interest bearing and due on demand.

 

The Company entered into a three-year loan with Beijing Zhibo Innovation Technology Co., Ltd (“Zhibo”) on September 20, 2019. The agreement commenced on October 1, 2019. The maximum borrowing is RMB 300,000,000 (USD $45,028,818) with an interest rate of 3.6%. 25% of the outstanding balance should be repaid each quarter. Supplementary contracted were signed between the two parties agreeing there would be no repayment of principle for the next 12 months and interest expense was waived. The Company entered into a two-year interest-free agreement with Zhibo on September 1st, 2020 at which date the contracted commenced. Principle was RMB 22,000,000 (USD$3,302,098). As of February 28, 2023, the outstanding balance of the two loans combined was RMB 215,280,227.44 (USD$31,053,765).

 

Zhibo extended the above contracts to September 30, 2025 when they expired in 2022. Repayments and interest expenses are not required until September 30, 2024. Interest expenses calculated on an annual rate of 3% will be paid monthly from 1 October, 2024. Principle will be fully repaid upon maturity.

 

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)   30,000,000.00    4,219,409 
Hangzhou Chuangzhu Enterprise Management Partnership (Limited Partnership)   10,097,186.49    1,420,139 
Hangzhou HongKuo Enterprise Management Partnership (Limited partnership)   41,802,605.93    5,879,410 
Hangzhou Hongying Enterprise Management Partnership (Limited Partnership)   10,000,000.00    1,406,470 
Hangzhou Liujin Enterprise Management Partnership (Limited Partnership)   37,880,435.02    5,327,769 
Hangzhou Ruiqi Enterprise Management Partnership (Limited Partnership)   43,500,000.00    6,118,143 
Hangzhou Zhusheng Enterprise Management Partnership (Limited Partnership)   20,000,000.00    2,812,940 
Hangzhou Zhuyuan Enterprise Management Partnership (Limited Partnership)   20,000,000.00    2,812,940 
Hangzhou Jizhong Ecological Technology Co., Ltd.   9,450,338.82    1,329,162 
Hangzhou Liujin Enterprise Management Partnership Co., Ltd.   2,000,000.00    281,294 
Hangzhou Renyigou E-Commerce Co., Ltd.   5,100,000.00    717,300 
Hangzhou Yixin Supply Chain Management Co., Ltd.   4,000,000.00    562,588 
Hangzhou Zhizhu Parking Co., Ltd.   458,469.12    64,482 
Total   234,289,035.38    32,952,046 

 

 

For helping the Company consolidate debts and providing financial support to the Company, Shaoxin Keqiao Zhuyi Technology Co., Ltd., 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 Shaoxin Keqiao Zhuyi Technology Co., Ltd., outstanding balances were offset in part or in full if the transferees were our current debtors.

 

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)   30,000,000.00    -    -    30,000,000.00    4,219,409 
Hangzhou Chuangzhu Enterprise Management Partnership (Limited Partnership)   10,097,186.49    -    -    10,097,186.49    1,420,139 
Hangzhou HongKuo Enterprise Management Partnership (Limited partnership)   41,802,605.93    -    -    41,802,605.93    5,879,410 
Hangzhou Hongying Enterprise Management Partnership (Limited Partnership)   10,000,000.00    -    -    10,000,000.00    1,406,470 
Hangzhou Liujin Enterprise Management Partnership (Limited Partnership)   37,880,435.02    -    8,652,951.79    46,533,386.81    6,544,780 
Hangzhou Liujin Enterprise Management Partnership Co., Ltd.   2,000,000.00    -    6,427,428.49    8,427,428.49    1,185,292 
Hangzhou Ruiqi Enterprise Management Partnership (Limited Partnership)   43,500,000.00    (2,309,273.07)   4,734,492.66    45,925,219.59    6,459,243 
Hangzhou Zhusheng Enterprise Management Partnership (Limited Partnership)   20,000,000.00    -    -    20,000,000.00    2,812,940 
Hangzhou Zhuyuan Enterprise Management Partnership (Limited Partnership)   20,000,000.00    -    -    20,000,000.00    2,812,940 
Hangzhou Jizhong Ecological Technology Co., Ltd.   9,450,338.82    (9,450,338.82)   -    -    - 
Hangzhou Renyigou E-Commerce Co., Ltd.   5,100,000.00    (5,100,000.00)   -    -    - 
Hangzhou Yixin Supply Chain Management Co., Ltd.   4,000,000.00    (4,000,000.00)   -    -    - 
Hangzhou Zhizhu Parking Co., Ltd.   458,469.12    (458,469.12)   -    -    - 
Total   234,289,035.38    (21,318,081.01)   19,814,872.94    232,785,827.31    32,740,623 

 

During the six months ended August 31, 2024, the Company did not borrow extra fund from but made payments of $257,579 to Shaoxing Keqiao Zhuyi Technology Co., Ltd..

 

 

v3.24.3
Income Taxes
6 Months Ended
Aug. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

13. Income Taxes

 

PRC

 

The Company’s subsidiaries incorporated in the PRC are subject to a profits tax rate of 25% for income generated and operation in the country.

 

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)

 

   August 31,
2024
   August 31,
2023
 
   $   $ 
Loss before tax   (5,477,500)   (3,297,541)
Tax credit calculated at statutory tax rate   (1,369,375)   (824,385)
Effect of different tax rates   11,772    21,179 
Deferred tax asset not recognized during the year   1,357,617    803,206 
Income tax expenses   14    - 

 

As of August 31, 2024 and February 29, 2024, the significant components of the deferred tax assets and deferred tax liabilities are summarized below:

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Deferred tax assets:          
Net operating loss carrying forward   3,614,325    3,107,917 
Allowance on doubtful accounts   51,155    50,389 
Deferred tax assets, gross   3,665,480    3,158,306 
Less: valuation allowance   (3,665,480)   (3,158,306)
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.

 

v3.24.3
Leases
6 Months Ended
Aug. 31, 2024
Leases  
Leases

14. 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 6 agreements for renting offices, warehouses and parking lots. As of August 31, 2024, the Company has $113,370 of right-of-use assets, $45,868 in current operating lease liabilities and $69,544 in non-current operating lease liabilities.

 

 

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.

 

The Company’s future minimum payments under long-term non-cancellable operating leases are as follows:

 

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Within 1 year   49,369    82,723 
After 1 year but within 5 years   35,873    16,384 
Over 5 years   50,776    - 
Total lease payments   136,018    99,107 
           
Less: imputed interest   (20,606)   (3,446)
Total lease obligations   115,412    95,661 
Less: current obligations   (45,868)   (80,165)
Long-term lease obligations   69,544    15,496 

 

v3.24.3
Long term payable
6 Months Ended
Aug. 31, 2024
Debt Disclosure [Abstract]  
Long term payable

15. Long term payable

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Long term payable   987,306    2,917,599 
Total   987,306    2,917,599 

 

During the years ended February 29, 2024 and February 28, 2023, 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 August 31, 2024 represents the refund being paid in 12 months.

 

v3.24.3
Non-controlling interests (NCI)
6 Months Ended
Aug. 31, 2024
Noncontrolling Interest [Abstract]  
Non-controlling interests (NCI)

16. 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 August 31, 2024 and February 29, 2024 respectively.

 

    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
    Liangshan    Yibin    Xide    Taining    Leshan    Total 
    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
NCI ownership interest   0%   33%   0%   20%   33%   33%   28%   28%   35%   -           
NCI balances   -    (852,712)   -    (14,434)   (99,832)   (86,431)   (97,079)   (82,676)   (6,020)   -    (202,931)   (1,036,253)

 

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

 

    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 

    Liangshan    Yibin    Xide    Taining    Leshan    Total 
    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
Non-current assets   -    220,813    -    -    34,828    41,406    90,321    114,451    481,791    -    606,940    376,670 
Current assets   -    102,830    -    1,585    6,974    7,559    31,364    26,748    205,945    -    244,283    138,722 
Current liabilities   -    (564,794)   -    (54,866)   (324,029)   (283,857)   (100,509)   (94,538)   (562,522)   -    (987,060)   (998,055)
Non-current liabilities   -    -    -    -    -    -    -    -    (56,804)   -    (56,804)   - 
Net assets   -    (241,151)   -    (53,281)   (282,227)   (234,892)   21,176    46,661    68,410    -    (192,641)   (482,663)

 

    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
    Liangshan    Yibin    Xide    Taining    Leshan    Total 
    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
Net Assets   -    (241,151)   -    (53,281)   (282,227)   (234,892)   21,176    46,661    68,410    -    (192,641)   (482,663)
Less: Zhuyi capital and additional paid-in capital   -    (2,377,782)   -    -    -    -    (298,228)   (298,228)   (84,753)   -    (382,981)   (2,676,010)
Less: OCI   -    39,956    -    (10,115)   (10,495)   (13,857)   (48,491)   (23,375)   (429)   -    (35,133)   (7,391)
Accumulated Deficits   -    (2,578,977)   -    (63,396)   (292,722)   (248,749)   (325,543)   (274,942)   (16,772)   -    (610,755)   (3,166,064)
Accumulated Deficits attributable to NCI   -    (851,063)   -    (12,679)   (96,599)   (82,088)   (91,152)   (76,983)   (5,870)   -    (186,821)   (1,022,813)
Plus: OCI attributable to NCI   -    (1,649)   -    (1,755)   (3,233)   (4,343)   (5,927)   (5,693)   (150)   -    (9,310)   (13,440)
NCI balances   -    (852,712)   -    (14,434)   (99,832)   (86,431)   (97,079)   (82,676)   (6,020)   -    (202,931)   (1,036,253)

 

 

v3.24.3
Reserves
6 Months Ended
Aug. 31, 2024
Reserves  
Reserves

17. Reserves

 

Statutory reserve

 

Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the six months ended August 31, 2024 and the year ended February 29, 2024, the Company did not accrue any 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.

 

v3.24.3
Quantitative and Qualitative Disclosure about Market Risks
6 Months Ended
Aug. 31, 2024
Quantitative And Qualitative Disclosure About Market Risks  
Quantitative and Qualitative Disclosure about Market Risks

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.

 

v3.24.3
Subsequent Events
6 Months Ended
Aug. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events

19. Subsequent Events 

 

The Company has performed an evaluation of subsequent events through October 11, 2024, 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 below.

 

On September 3, 2024, the Board of Directors of the Company (the “Board”) approved the Authorized Shares Increase. On September 3, 2024, Strength Union Holdings Limit, Guowei Zhang, Qiuqin Li, Jianfei Liu and Qiaofei Li (collectively referred to as the “Majority Stockholders”) approved the Authorized Shares Increase by written consent in lieu of a meeting, in accordance with Nevada law. The Majority Stockholders voted in favor to amend the Company’s Certificate of Incorporation, as amended, to increase the total number of authorized shares of Common Stock from 50,000,000 to 50,000,000,000.

v3.24.3
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
Going Concern

Going Concern

 

The Company incurred net loss of $5,477,514 during the six months ended August 31, 2024. As of August 31, 2024, the Company had total deficit of $21,507,425 and had net cash used by operating activities of $642,133 . The Company incurred net loss of $5,482,077 during the year ended February 29, 2024. As of February 29, 2024, the Company had total deficit of $18,702,180 and had net cash used by operating activities of $1,833,699.

 

The ability to continue as a going concern is dependent upon long-term loans related to Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei Zhang) to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on long term loans related to Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei Zhang) to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Foreign currency translation

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.

 

   08312024   02292024   08312023 
Period/Year end RMB: US$ exchange rate   7.0900    7.1977    7.2582 
Annual average RMB: US$ exchange rate   7.0565    6.8392    6.8996 

 

The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.

 

 

Earnings per share

Earnings per share

 

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.

v3.24.3
Organization and Principal Activities (Tables)
6 Months Ended
Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Share Acquired by Purchases

 

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%
Schedule of Economic Benefits Ownership Percentage

 

   Country/Place and date of  Percentage of direct or indirect economic benefits ownership 
Companies  incorporation/establishment  February 29, 2024   February 28, 2023 
Major Subsidiaries             
Intellegence Parking Group Limited  Cayman June 29, 2022   100%   100%
Intellegence Parking (Hong Kong) Limited  Hong Kong July 20, 2022   100%   100%
Huixin Zhiying (Hangzhou) Technology Co.  PRC October 24, 2022   100%   100%
              
Major VIEs (Including VIE’s Subsidiaries)             
Zhejiang Jingbo Ecological Technology Co.  PRC December 18, 2019   100%   100%
Hangzhou Zhuyi Technology Co.  PRC November 13, 2017   100%   100%
v3.24.3
Variable Interest Entities (Tables)
6 Months Ended
Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Variable Interest Entities Financial Statements

 

  

August 31,

2024

  

February 29,

2024

 
   $   $ 
Cash and cash equivalents   1,271,977    140,766 
Restricted cash   7,121    6,071 
Accounts receivable   382,484    500,564 
Inventories   135,799    203,752 
Prepaid expenses and other current assets   3,609,839    3,292,994 
Amounts due from related parties   87,836    118,771 
Plant and equipment, net   5,936,504    6,000,826 
Intangible assets, net   10,742    13,867 
Right-of-use assets   113,370    85,541 
Other non-current assets   1,695,201    2,510,438 
Total Assets   13,250,873    12,873,590 
Short-term Loan   1,410,437    1,389,333 
Accounts payables   826,389    643,192 
Advances from customers   120,733    38,168 
Other current payables   6,850,389    2,456,551 
Taxes payable   48,883    60,639 
Amounts due to related parties   22,902,249    22,812,085 
Operating lease liabilities, current   45,868    80,165 
Long term payable   987,306    2,917,599 
Operating lease liabilities, non-current   69,544    15,496 
Total Liabilities   33,261,798    30,413,228 
Total Deficit of VIEs   (20,010,925)   (17,539,638)
Total Liabilities and Deficit of VIEs   13,250,873    12,873,590 

 

   Six months ended
August 31, 2024
   Six months ended
August 31, 2023
 
   $   $ 
Net revenues   704,776    804,672 
Cost of revenues   (1,209,872)   (1,431,725)
Gross loss   (505,096)   (627,053)
Total costs and expenses   (2,008,096)   (1,832,031)
Operating loss   (2,513,192)   (2,459,084)
Total other expenses   (2,631,025)   (308,982)
Loss before taxes from operations   (5,144,217)   (2,768,066)
Provision for income taxes   (14)   - 
Net loss   (5,144,231)   (2,768,066)
Net loss attributable to VIEs   (5,097,358)   (2,568,079)

 

 

   Six Months Ended
August 31, 2024
   Six Months Ended
August 31, 2023
 
   $   $ 
Net cash used in operating activities   975,306    (957,689)
Net cash used in investing activities   (385,534)   (310,370)
Net cash provided by financing activities   555,068    1,294,934 
Effect of exchange rate changes on cash and cash equivalents   (12,579)   (12,518)
Net increase in cash and cash equivalents   1,132,261    14,357 
Cash and cash equivalents at the beginning of period   146,837    249,352 
Cash and cash equivalents at the end of period   1,279,098    263,709 
v3.24.3
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
Schedule of Foreign Currency Translation

   08312024   02292024   08312023 
Period/Year end RMB: US$ exchange rate   7.0900    7.1977    7.2582 
Annual average RMB: US$ exchange rate   7.0565    6.8392    6.8996 
v3.24.3
Prepaid Expenses and Other Current Assets (Tables)
6 Months Ended
Aug. 31, 2024
Prepaid Expenses And Other Current Assets  
Schedule of Prepaid Expenses and Other Current Assets

 

   August 31,
2024
   February 29,
2024
 
Prepayment to vendors  $515,443   $421,055 
Prepayment for rental (a)   436,360    429,923 
Deposit   268,851    344,997 
Loan receivable (b)   1,470,435    1,299,420 
Advances to employees   633,287    541,590 
Other   433,224    397,190 
VAT   956    5,310 
Total   3,758,556    3,439,485 
Allowance for doubtful debt   (148,717)   (146,491)
Total   3,609,839    3,292,994 

 

(a) Prepayment for rental included a rental agreement of parking lot with a third party. The contract became effective on January 1, 2021 and will end on December 31, 2030. The Company has paid full rent as of August 31, 2024.

 

(b) Loan receivables are loans borrow to third parties. All loans are interest free and will be repaid on demand.
v3.24.3
Property and Equipment (Tables)
6 Months Ended
Aug. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment

   Furniture,
fixtures
and office
equipment
   Building   Vehicles   Project
Facilities
   Construction
in progress
   Total 
Cost   $    $    $    $    $    $ 
At February 29, 2024   929,598    4,383,002    136,454    2,558,909    988,118    8,996,081 
Additions during the year   2,437    -    4,419    1,581    442,308    450,745 
Disposals during the year   (287,141)   (28,697)   (87,962)   (772,182)   (32,316)   (1,208,298)
Effects of currency translation   15,466    66,715    2,468    42,512    13,073    140,234 
At August 31, 2024   660,360    4,421,020    55,379    1,830,820    1,411,183    8,378,762 
                               
Accumulated depreciation                              
At February 29, 2024   834,821    716,643    115,119    1,328,672    -    2,995,255 
Depreciation during the year   16,727    105,498    5,771    221,324    -    349,320 
Disposals during the year   (271,075)   (6,248)   (81,414)   (591,923)   -    (950,660)
Effects of currency translation   13,883    10,417    2,107    21,936    -    48,343 
At August 31, 2024   594,356    826,310    41,583    980,009    -    2,442,258 
                               
Net book value                              
At February 29, 2024   94,777    3,666,359    21,335    1,230,237    988,118    6,000,826 
At August 31, 2024   66,004    3,594,710    13,796    850,811    1,411,183    5,936,504 
v3.24.3
Intangible Assets (Tables)
6 Months Ended
Aug. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

Cost    
At February 29,2024   28,181 
Additions during the year   - 
Disposals during the year   - 
Effects of currency translation   428 
At August 31,2024   28,609 
Accumulated depreciation     
At February 29,2024   14,314 
Depreciation during the year   3,352 
Disposals during the year   - 
Effects of currency translation   201 
At August 31, 2024   17,867 
Net book value     
At February 29,2024   13,867 
At August 31, 2024   10,742 
v3.24.3
Right-of-use Assets (Tables)
6 Months Ended
Aug. 31, 2024
Right-of-use Assets  
Schedule of Right of Use Assets

   $ 
Cost     
At February 29,2024   295,874 
Additions during the year   65,658 
Write-off during the year   (22,402)
Effects of currency translation   4,291 
At August 31,2024   343,421 
      
Accumulated depreciation     
At February 29,2024   210,333 
Depreciation during the year   32,323 
Write-off during the year   (15,879)
Effects of currency translation   3,274 
At August 31,2024   230,051 
      
Net book value     
At February 29,2024   85,541 
At August 31,2024   113,370 
v3.24.3
Other payables and Accruals (Tables)
6 Months Ended
Aug. 31, 2024
Payables and Accruals [Abstract]  
Schedule of Other Payable and Accruals

   August 31,
2024
   February 29,
2024
 
   $   $ 
Accrued payroll and welfare payables   347,640    310,753 
Deposit   9,013    10,319 
Loans payable   309,119    697,446 
Advanced to employees   -    70,902 
Refund (a)   2,961,918    972,533 
Other (b)   3,230,563    402,351 
Total   6,858,253    2,464,304 

 

  (a) During the year ended February 29, 2024 and February 28, 2023, 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 refund presents the amount will be repaid to these agents within 12 months.

 

  (b) Other mainly included collection of parking fees on behalf of a third party and a transfer of business to a third party. Disclosed in the first quarter, the Company would enter into travel and wine industry. However, after evaluation, the Company withdrew this decision.
v3.24.3
Related Party Transactions (Tables)
6 Months Ended
Aug. 31, 2024
Related Party Transactions [Abstract]  
Summary of Related Parties Name and Relationship

The following is a list of related parties which the Company had transactions with during the six months ended August 31, 2024 and the year ended February 29, 2024:

 

  Name   Relationship
(a) Hongwei Li   Former shareholder
(b) Intellegence Triumph Holdings Limited   Shareholder
(c) Virtue Victory Holdings Limited   Shareholder
(d) Strength Union Holdings Limited   Shareholder
(e) Guowei Zhang   President of the Company
(f) Xinxin Chen   Shareholder
(g) Chuchu Zhang   Shareholder
(h) Shaoxing Keqiao Zhuyi Technology Co., Ltd   An entity controlled by a shareholder
(i) Xiujuan Chen   Shareholder

 

 

(a)The Company had the following balances due to and due from related parties:
Schedule of Related Party Transactions

At August 31, 2024 and February 29, 2024, the Company owned funds from the following related parties:

 

   February 29,       Received  

Exchange

Rate

   August 31, 
   2024   Provided   Repayment   Translation   2024 
Intellegence Triumph Holdings Limited  $5,000   $-    -    -    5,000 
Virtue Victory Holdings Limited   5,200    -    -    -    5,200 
Strength Union Holdings Limited   5,800    -    -    -    5,800 
Hongwei Li   94,173    2,126    (98,184)   1,885    - 
Total amounts due from related parties  $110,173   $2,126    (98,184)   1,885    16,000 

 

At August 31, 2024 and February 29, 2024, the Company owed funds to the following related parties:

 

   February 29,          

Exchange

Rate

   August 31, 
   2024   Borrowed   Repaid   Translation   2024 
Guowei Zhang  $1,629,089   $276,000    -    7,310    1,912,399 
Xiujuan Chen   347,333    -    -    5,276    352,609 
Chuchu Zhang   27,787    -    -    422    28,209 
Shaoxing Keqiao Zhuyi Technology Co., Ltd   21,955,735    -    (257,579)   334,735    22,032,891 
Total amounts due to related parties  $23,959,944   $276,000    (257,579)   347,742    24,326,108 
Schedule of Related Party Amount Transferred to Creditor

 

Transferee  Transferred amounts (RMB)   Transferred amounts (USD) 
Hangzhou Chiyi Enterprise Management Partnership (Limited Partnership)   30,000,000.00    4,219,409 
Hangzhou Chuangzhu Enterprise Management Partnership (Limited Partnership)   10,097,186.49    1,420,139 
Hangzhou HongKuo Enterprise Management Partnership (Limited partnership)   41,802,605.93    5,879,410 
Hangzhou Hongying Enterprise Management Partnership (Limited Partnership)   10,000,000.00    1,406,470 
Hangzhou Liujin Enterprise Management Partnership (Limited Partnership)   37,880,435.02    5,327,769 
Hangzhou Ruiqi Enterprise Management Partnership (Limited Partnership)   43,500,000.00    6,118,143 
Hangzhou Zhusheng Enterprise Management Partnership (Limited Partnership)   20,000,000.00    2,812,940 
Hangzhou Zhuyuan Enterprise Management Partnership (Limited Partnership)   20,000,000.00    2,812,940 
Hangzhou Jizhong Ecological Technology Co., Ltd.   9,450,338.82    1,329,162 
Hangzhou Liujin Enterprise Management Partnership Co., Ltd.   2,000,000.00    281,294 
Hangzhou Renyigou E-Commerce Co., Ltd.   5,100,000.00    717,300 
Hangzhou Yixin Supply Chain Management Co., Ltd.   4,000,000.00    562,588 
Hangzhou Zhizhu Parking Co., Ltd.   458,469.12    64,482 
Total   234,289,035.38    32,952,046 
Schedule of Related Party Amount Before Transfers and Final Amounts Being Transferred

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)   30,000,000.00    -    -    30,000,000.00    4,219,409 
Hangzhou Chuangzhu Enterprise Management Partnership (Limited Partnership)   10,097,186.49    -    -    10,097,186.49    1,420,139 
Hangzhou HongKuo Enterprise Management Partnership (Limited partnership)   41,802,605.93    -    -    41,802,605.93    5,879,410 
Hangzhou Hongying Enterprise Management Partnership (Limited Partnership)   10,000,000.00    -    -    10,000,000.00    1,406,470 
Hangzhou Liujin Enterprise Management Partnership (Limited Partnership)   37,880,435.02    -    8,652,951.79    46,533,386.81    6,544,780 
Hangzhou Liujin Enterprise Management Partnership Co., Ltd.   2,000,000.00    -    6,427,428.49    8,427,428.49    1,185,292 
Hangzhou Ruiqi Enterprise Management Partnership (Limited Partnership)   43,500,000.00    (2,309,273.07)   4,734,492.66    45,925,219.59    6,459,243 
Hangzhou Zhusheng Enterprise Management Partnership (Limited Partnership)   20,000,000.00    -    -    20,000,000.00    2,812,940 
Hangzhou Zhuyuan Enterprise Management Partnership (Limited Partnership)   20,000,000.00    -    -    20,000,000.00    2,812,940 
Hangzhou Jizhong Ecological Technology Co., Ltd.   9,450,338.82    (9,450,338.82)   -    -    - 
Hangzhou Renyigou E-Commerce Co., Ltd.   5,100,000.00    (5,100,000.00)   -    -    - 
Hangzhou Yixin Supply Chain Management Co., Ltd.   4,000,000.00    (4,000,000.00)   -    -    - 
Hangzhou Zhizhu Parking Co., Ltd.   458,469.12    (458,469.12)   -    -    - 
Total   234,289,035.38    (21,318,081.01)   19,814,872.94    232,785,827.31    32,740,623 
v3.24.3
Income Taxes (Tables)
6 Months Ended
Aug. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Expenses (Benefits)

Income tax expense (benefits)

 

   August 31,
2024
   August 31,
2023
 
   $   $ 
Loss before tax   (5,477,500)   (3,297,541)
Tax credit calculated at statutory tax rate   (1,369,375)   (824,385)
Effect of different tax rates   11,772    21,179 
Deferred tax asset not recognized during the year   1,357,617    803,206 
Income tax expenses   14    - 
Schedule of Deferred Tax Assets And Deferred Tax Liabilities

As of August 31, 2024 and February 29, 2024, the significant components of the deferred tax assets and deferred tax liabilities are summarized below:

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Deferred tax assets:          
Net operating loss carrying forward   3,614,325    3,107,917 
Allowance on doubtful accounts   51,155    50,389 
Deferred tax assets, gross   3,665,480    3,158,306 
Less: valuation allowance   (3,665,480)   (3,158,306)
Deferred tax assets, net   -    - 
v3.24.3
Leases (Tables)
6 Months Ended
Aug. 31, 2024
Leases  
Schedule of Future Minimum Payments Under Long Term Non-Cancellable Operating Lease

The Company’s future minimum payments under long-term non-cancellable operating leases are as follows:

 

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Within 1 year   49,369    82,723 
After 1 year but within 5 years   35,873    16,384 
Over 5 years   50,776    - 
Total lease payments   136,018    99,107 
           
Less: imputed interest   (20,606)   (3,446)
Total lease obligations   115,412    95,661 
Less: current obligations   (45,868)   (80,165)
Long-term lease obligations   69,544    15,496 
v3.24.3
Long term payable (Tables)
6 Months Ended
Aug. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long Term Payable

 

   August 31,
2024
   February 29,
2024
 
   $   $ 
Long term payable   987,306    2,917,599 
Total   987,306    2,917,599 
v3.24.3
Non-controlling interests (NCI) (Tables)
6 Months Ended
Aug. 31, 2024
Noncontrolling Interest [Abstract]  
Schedule of Non-controlling Ownership Interest

The following table represent the non-controlling ownership interests and non-controlling interest balances reported in stockholder’s equity as of August 31, 2024 and February 29, 2024 respectively.

 

    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
    Liangshan    Yibin    Xide    Taining    Leshan    Total 
    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
NCI ownership interest   0%   33%   0%   20%   33%   33%   28%   28%   35%   -           
NCI balances   -    (852,712)   -    (14,434)   (99,832)   (86,431)   (97,079)   (82,676)   (6,020)   -    (202,931)   (1,036,253)
Schedule of Statement of Financial Positions

Summarized statement of financial position as at

 

    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 

    Liangshan    Yibin    Xide    Taining    Leshan    Total 
    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
Non-current assets   -    220,813    -    -    34,828    41,406    90,321    114,451    481,791    -    606,940    376,670 
Current assets   -    102,830    -    1,585    6,974    7,559    31,364    26,748    205,945    -    244,283    138,722 
Current liabilities   -    (564,794)   -    (54,866)   (324,029)   (283,857)   (100,509)   (94,538)   (562,522)   -    (987,060)   (998,055)
Non-current liabilities   -    -    -    -    -    -    -    -    (56,804)   -    (56,804)   - 
Net assets   -    (241,151)   -    (53,281)   (282,227)   (234,892)   21,176    46,661    68,410    -    (192,641)   (482,663)

 

    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
    Liangshan    Yibin    Xide    Taining    Leshan    Total 
    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924    083124    022924 
Net Assets   -    (241,151)   -    (53,281)   (282,227)   (234,892)   21,176    46,661    68,410    -    (192,641)   (482,663)
Less: Zhuyi capital and additional paid-in capital   -    (2,377,782)   -    -    -    -    (298,228)   (298,228)   (84,753)   -    (382,981)   (2,676,010)
Less: OCI   -    39,956    -    (10,115)   (10,495)   (13,857)   (48,491)   (23,375)   (429)   -    (35,133)   (7,391)
Accumulated Deficits   -    (2,578,977)   -    (63,396)   (292,722)   (248,749)   (325,543)   (274,942)   (16,772)   -    (610,755)   (3,166,064)
Accumulated Deficits attributable to NCI   -    (851,063)   -    (12,679)   (96,599)   (82,088)   (91,152)   (76,983)   (5,870)   -    (186,821)   (1,022,813)
Plus: OCI attributable to NCI   -    (1,649)   -    (1,755)   (3,233)   (4,343)   (5,927)   (5,693)   (150)   -    (9,310)   (13,440)
NCI balances   -    (852,712)   -    (14,434)   (99,832)   (86,431)   (97,079)   (82,676)   (6,020)   -    (202,931)   (1,036,253)
v3.24.3
Schedule of Share Acquired by Purchases (Details)
Jun. 08, 2022
shares
Zhang Yiping [Member]  
Shares acquired 15,189,500
Ownership percentage of shares acquired 24.54%
Chen Xinxin [Member]  
Shares acquired 4,000,000
Ownership percentage of shares acquired 6.46%
Wang Yanfang [Member]  
Shares acquired 2,000,000
Ownership percentage of shares acquired 3.23%
Liu Chen [Member]  
Shares acquired 2,000,000
Ownership percentage of shares acquired 3.23%
Liu Ying [Member]  
Shares acquired 1,906,288
Ownership percentage of shares acquired 3.08%
v3.24.3
Schedule of Economic Benefits Ownership Percentage (Details)
12 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Intellegence Parking Group Limited [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Country/Place and date of incorporation/establishment Cayman June 29, 2022  
Percentage of direct or indirect economic benefits ownership 100.00% 100.00%
Intellegence Parking Hong Kong Limited [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Country/Place and date of incorporation/establishment Hong Kong July 20, 2022  
Percentage of direct or indirect economic benefits ownership 100.00% 100.00%
Huixin Zhiying Hangzhou Technology Co [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Country/Place and date of incorporation/establishment PRC October 24, 2022  
Percentage of direct or indirect economic benefits ownership 100.00% 100.00%
Zhejiang Jingbo Ecological Technology Co [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Country/Place and date of incorporation/establishment PRC December 18, 2019  
Percentage of direct or indirect economic benefits ownership 100.00% 100.00%
Hangzhou Zhuyi Technology Co [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Country/Place and date of incorporation/establishment PRC November 13, 2017  
Percentage of direct or indirect economic benefits ownership 100.00% 100.00%
v3.24.3
Organization and Principal Activities (Details Narrative) - USD ($)
Dec. 15, 2022
Jun. 08, 2022
Nov. 10, 2020
Jun. 26, 2018
May 30, 2018
May 10, 2018
Mar. 19, 2018
May 18, 2017
Aug. 31, 2024
Mar. 14, 2024
Feb. 29, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock, shares, issued                 5,315,412   5,315,412
Common stock, shares outstanding                 5,315,412   5,315,412
Stock Purchase Agreements [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Stock purchase agreements description     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.                
Sale of common stock shares   25,095,788                  
Common stock issued and outstanding, percentage   40.54%                  
Common stock consideration   $ 250,958                  
Purchase Agreements [Member] | Minimum [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Acquired issued and outstanding, percentage   4.99%                  
Arden Wealth and Trust [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred         16,959,684 16,959,684          
HongLing Shang [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred         2,000,000 2,000,000          
New Reap Global, Ltd [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred         559,684 559,684          
Xuedong Zhang [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred         2,400,000 2,400,000          
Jingmei Jiang [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred         2,400,000 2,400,000          
Qianxian [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred         2,400,000 2,400,000          
Yulan Qi [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred         2,400,000 2,400,000          
Baoxin Song [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred         2,400,000 2,400,000          
Jianlong Wu [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred         2,400,000 2,400,000          
Zhang Yiping [Member] | Purchase Agreements [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Acquired issued and outstanding, percentage   24.54%                  
Chen Xinxin [Member] | Purchase Agreements [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Acquired issued and outstanding, percentage   6.46%                  
New Reap Global, Ltd [Member] | Eng Wah Kung [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred             250,000        
New Reap Global, Ltd [Member] | Fortress Advisors, LLC [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred       3,000,000              
New Reap Global, Ltd [Member] | Baywall Inc [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Restricted shares transferred       3,000,000              
Director and CEO [Member] | New Reap Global, Ltd [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Acquisition of shares               32,500,000      
Equity method investment, ownership percentage               68.40%      
Intellegence Parking Group Limited [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Equity method investment, ownership percentage 100.00%                    
Number of shares issued 1,000,000,000                    
Zhang Guowe [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock, shares, issued 200,000,000                    
Common stock, shares outstanding 200,000,000                    
Hangzhou Zhuyi [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Equity method investment, ownership percentage                   65.00%  
v3.24.3
Schedule of Variable Interest Entities Financial Statements (Details)
3 Months Ended 6 Months Ended 12 Months Ended
Aug. 31, 2024
USD ($)
Aug. 31, 2023
USD ($)
Aug. 31, 2024
USD ($)
Aug. 31, 2023
USD ($)
Feb. 29, 2024
USD ($)
Feb. 28, 2023
USD ($)
Jan. 15, 2023
USD ($)
Jan. 15, 2023
CNY (¥)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                
Cash and cash equivalents $ 1,279,035   $ 1,279,035   $ 142,434      
Restricted cash 7,121   7,121   6,071      
Accounts receivable 382,484   382,484   500,564      
Inventories 135,799   135,799   203,752      
Prepaid expenses and other current assets 3,609,839   3,609,839   3,292,994      
Plant and equipment, net 5,936,504   5,936,504   6,000,826      
Intangible assets, net 10,742   10,742   13,867      
Right-of-use assets 113,370   113,370   85,541      
Other non-current assets 1,695,201   1,695,201   2,510,438      
Total Assets 13,186,095   13,186,095   12,866,660      
Short-term Loan 1,410,437   1,410,437   1,389,333      
Accounts payables 826,389   826,389   643,192      
Taxes payable 48,883   48,883   60,639      
Amounts due to related parties [1] 3,230,563   3,230,563   402,351      
Operating lease liabilities, current 45,868   45,868   80,165      
Long term payable 987,306   987,306   2,917,599   $ 32,740,623 ¥ 232,785,827.31
Operating lease liabilities, non-current 69,544   69,544   15,496      
Total Liabilities 34,693,520   34,693,520   31,568,840      
Total (Deficit) Equity (21,507,425) $ (16,511,074) (21,507,425) $ (16,511,074) (18,702,180) $ (13,956,380)    
Total Liabilities and (Deficit) Equity 13,186,095   13,186,095   12,866,660      
Net revenues 396,242 344,507 704,776 804,672        
Cost of revenues (697,567) (607,427) (1,209,872) (1,431,725)        
Gross income/(loss) (301,325) (262,920) (505,096) (627,053)        
Operating loss (1,671,810) (1,169,217) (2,846,475) (2,988,437)        
Total other expenses (2,601,080) (305,590) (2,631,025) (309,104)        
Income before income tax expense (4,272,890) (1,474,807) (5,477,500) (3,297,541)        
Provision for income taxes (14)        
Net loss (4,262,965) (1,443,947) (5,430,641) (3,097,554)        
Net cash used in operating activities     642,133 (1,518,254) (1,833,699)      
Net cash used in investing activities     (322,371) (310,370)        
Net cash provided by financing activities     831,068 1,792,197        
Effect of exchange rate changes on cash and cash equivalents     (13,179) (12,518)        
Net increase/(decrease) of cash and cash equivalents     1,137,651 (48,945)        
Cash and cash equivalents–beginning of year     148,505 331,073 331,073      
Cash and cash equivalents–end of year 1,286,156 282,128 1,286,156 282,128 148,505      
Variable Interest Entity, Primary Beneficiary [Member]                
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                
Cash and cash equivalents 1,271,977   1,271,977   140,766      
Restricted cash 7,121   7,121   6,071      
Accounts receivable 382,484   382,484   500,564      
Inventories 135,799   135,799   203,752      
Prepaid expenses and other current assets 3,609,839   3,609,839   3,292,994      
Amounts due from related parties 87,836   87,836   118,771      
Plant and equipment, net 5,936,504   5,936,504   6,000,826      
Intangible assets, net 10,742   10,742   13,867      
Right-of-use assets 113,370   113,370   85,541      
Other non-current assets 1,695,201   1,695,201   2,510,438      
Total Assets 13,250,873   13,250,873   12,873,590      
Short-term Loan 1,410,437   1,410,437   1,389,333      
Accounts payables 826,389   826,389   643,192      
Advances from customers 120,733   120,733   38,168      
Other current payables 6,850,389   6,850,389   2,456,551      
Taxes payable 48,883   48,883   60,639      
Amounts due to related parties 22,902,249   22,902,249   22,812,085      
Operating lease liabilities, current 45,868   45,868   80,165      
Long term payable 987,306   987,306   2,917,599      
Operating lease liabilities, non-current 69,544   69,544   15,496      
Total Liabilities 33,261,798   33,261,798   30,413,228      
Total (Deficit) Equity (20,010,925)   (20,010,925)   (17,539,638)      
Total Liabilities and (Deficit) Equity 13,250,873   13,250,873   12,873,590      
Net revenues     704,776 804,672        
Cost of revenues     (1,209,872) (1,431,725)        
Gross income/(loss)     (505,096) (627,053)        
Total costs and expenses     (2,008,096) (1,832,031)        
Operating loss     (2,513,192) (2,459,084)        
Total other expenses     (2,631,025) (308,982)        
Income before income tax expense     (5,144,217) (2,768,066)        
Provision for income taxes     (14)        
Net loss     (5,144,231) (2,768,066)        
Net loss attributable to VIEs     (5,097,358) (2,568,079)        
Net cash used in operating activities     975,306 (957,689)        
Net cash used in investing activities     (385,534) (310,370)        
Net cash provided by financing activities     555,068 1,294,934        
Effect of exchange rate changes on cash and cash equivalents     (12,579) (12,518)        
Net increase/(decrease) of cash and cash equivalents     1,132,261 14,357        
Cash and cash equivalents–beginning of year     146,837 249,352 249,352      
Cash and cash equivalents–end of year $ 1,279,098 $ 263,709 $ 1,279,098 $ 263,709 $ 146,837      
[1] Other mainly included collection of parking fees on behalf of a third party and a transfer of business to a third party. Disclosed in the first quarter, the Company would enter into travel and wine industry. However, after evaluation, the Company withdrew this decision.
v3.24.3
Variable Interest Entities (Details Narrative)
Aug. 27, 2024
USD ($)
Sep. 29, 2022
May 12, 2022
Apr. 29, 2022
Oct. 14, 2021
May 18, 2021
Jul. 04, 2019
Nov. 13, 2017
CNY (¥)
Hangzhou Zhuyi Technology Co [Member]                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                
Number of shares issued | ¥               ¥ 60,000,000
Zhejiang Linglingyi Network Technology Co [Member]                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                
Share based compensation percentage       100.00%        
Liangshan Tongfu Technology Co [Member]                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                
Share based compensation percentage   26.00%            
Hangzhou Zhuyi [Member]                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                
Share based compensation percentage   67.00% 90.00%   67.00% 72.00% 80.00%  
Hangzhou Zhuyi [Member] | Shares Transfer Agreement [Member] | Qiaofei Li [Member]                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                
Consideration transferred $ 0              
Hangzhou Zhuyi [Member] | Shares Transfer Agreement [Member] | Lili Xu [Member]                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                
Consideration transferred 0              
Hangzhou Zhuyi [Member] | Shares Transfer Agreement [Member] | Changsen Chi [Member]                
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                
Consideration transferred $ 0              
v3.24.3
Schedule of Foreign Currency Translation (Details) - China, Yuan Renminbi
Aug. 31, 2024
Feb. 29, 2024
Aug. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Period and year end RMB: US$ exchange rate 7.0900 7.1977 7.2582
Period and annual average RMB: US$ exchange rate 7.0565 6.8392 6.8996
v3.24.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Feb. 29, 2024
Feb. 28, 2023
Accounting Policies [Abstract]            
Net loss $ 4,272,890 $ 1,474,807 $ 5,477,514 $ 3,297,541 $ 5,482,077  
Stockholders equity deficit $ 21,507,425 $ 16,511,074 21,507,425 16,511,074 18,702,180 $ 13,956,380
Net cash provided by operating activities     $ (642,133) $ 1,518,254 $ 1,833,699  
v3.24.3
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
Aug. 31, 2024
Feb. 29, 2024
Prepaid Expenses And Other Current Assets    
Prepayment to vendors $ 515,443 $ 421,055
Prepayment for rental (a) [1] 436,360 429,923
Deposit 268,851 344,997
Loan receivable (b) [2] 1,470,435 1,299,420
Advances to employees 633,287 541,590
Other 433,224 397,190
VAT 956 5,310
Total 3,758,556 3,439,485
Allowance for doubtful debt (148,717) (146,491)
Total $ 3,609,839 $ 3,292,994
[1] Prepayment for rental included a rental agreement of parking lot with a third party. The contract became effective on January 1, 2021 and will end on December 31, 2030. The Company has paid full rent as of August 31, 2024.
[2] Loan receivables are loans borrow to third parties. All loans are interest free and will be repaid on demand.
v3.24.3
Schedule of Property and Equipment (Details)
6 Months Ended
Aug. 31, 2024
USD ($)
Property, Plant and Equipment [Line Items]  
Beginning balance, cost $ 8,996,081
Additions during the year 450,745
Disposals during the year (1,208,298)
Effects of currency translation 140,234
Ending balance, cost 8,378,762
Beginning balance, Accumulated depreciation 2,995,255
Depreciation during the year 349,320
Disposals during the year (950,660)
Effects of currency translation 48,343
Ending balance, Accumulated depreciation 2,442,258
Beginning balance, Net book value 6,000,826
Ending balance, Net book value 5,936,504
Furniture and Fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Beginning balance, cost 929,598
Additions during the year 2,437
Disposals during the year (287,141)
Effects of currency translation 15,466
Ending balance, cost 660,360
Beginning balance, Accumulated depreciation 834,821
Depreciation during the year 16,727
Disposals during the year (271,075)
Effects of currency translation 13,883
Ending balance, Accumulated depreciation 594,356
Beginning balance, Net book value 94,777
Ending balance, Net book value 66,004
Building [Member]  
Property, Plant and Equipment [Line Items]  
Beginning balance, cost 4,383,002
Additions during the year
Disposals during the year (28,697)
Effects of currency translation 66,715
Ending balance, cost 4,421,020
Beginning balance, Accumulated depreciation 716,643
Depreciation during the year 105,498
Disposals during the year (6,248)
Effects of currency translation 10,417
Ending balance, Accumulated depreciation 826,310
Beginning balance, Net book value 3,666,359
Ending balance, Net book value 3,594,710
Vehicles [Member]  
Property, Plant and Equipment [Line Items]  
Beginning balance, cost 136,454
Additions during the year 4,419
Disposals during the year (87,962)
Effects of currency translation 2,468
Ending balance, cost 55,379
Beginning balance, Accumulated depreciation 115,119
Depreciation during the year 5,771
Disposals during the year (81,414)
Effects of currency translation 2,107
Ending balance, Accumulated depreciation 41,583
Beginning balance, Net book value 21,335
Ending balance, Net book value 13,796
Project Facilities [Member]  
Property, Plant and Equipment [Line Items]  
Beginning balance, cost 2,558,909
Additions during the year 1,581
Disposals during the year (772,182)
Effects of currency translation 42,512
Ending balance, cost 1,830,820
Beginning balance, Accumulated depreciation 1,328,672
Depreciation during the year 221,324
Disposals during the year (591,923)
Effects of currency translation 21,936
Ending balance, Accumulated depreciation 980,009
Beginning balance, Net book value 1,230,237
Ending balance, Net book value 850,811
Construction in Progress [Member]  
Property, Plant and Equipment [Line Items]  
Beginning balance, cost 988,118
Additions during the year 442,308
Disposals during the year (32,316)
Effects of currency translation 13,073
Ending balance, cost 1,411,183
Beginning balance, Accumulated depreciation
Depreciation during the year
Disposals during the year
Effects of currency translation
Ending balance, Accumulated depreciation
Beginning balance, Net book value 988,118
Ending balance, Net book value $ 1,411,183
v3.24.3
Schedule of Intangible Assets (Details)
6 Months Ended
Aug. 31, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
Beginning balance, cost $ 28,181
Additions during the year
Disposals during the year
Effects of currency translation 428
Ending balance, cost 28,609
Beginning balance, Accumulated depreciation 14,314
Depreciation during the year 3,352
Disposals during the year
Effects of currency translation 201
Ending balance, Accumulated depreciation 17,867
Beginning balance, Net book value 13,867
Ending balance, Net book value $ 10,742
v3.24.3
Schedule of Right of Use Assets (Details)
6 Months Ended
Aug. 31, 2024
USD ($)
Right-of-use Assets  
Cost, beginning balance $ 295,874
Cost, Additions during the year 65,658
Cost, Write-off during the year (22,402)
Cost, Effects of currency translation 4,291
Cost, ending balance 343,421
Accumulated depreciation, beginning balance 210,333
Accumulated depreciation, Depreciation during the year 32,323
Accumulated depreciation, Write-off during the year (15,879)
Accumulated depreciation, Effects of currency translation 3,274
Accumulated depreciation, ending balance 230,051
Beginning balance, Net book value 85,541
Ending balance, Net book value $ 113,370
v3.24.3
Right-of-use Assets (Details Narrative)
6 Months Ended
Aug. 31, 2024
Right-of-use Assets  
Right of use assets, description Right of use assets consisted of 6 contracts renting offices, warehouses and parking lots. Contracted terms ranged from two to fifteen years with the earliest start date being January 1, 2020.
v3.24.3
Short-term borrowings (Details Narrative)
Sep. 25, 2023
USD ($)
Aug. 31, 2024
USD ($)
Feb. 29, 2024
USD ($)
Sep. 25, 2023
CNY (¥)
Short term borrowings   $ 1,410,437 $ 1,389,333  
Zhejiang Chouzhou Commercial Bank [Member]        
Short term borrowings $ 1,381,025     ¥ 10,000,000
Annual interest rate 5.00%     5.00%
Maturity date Sep. 18, 2024      
v3.24.3
Schedule of Other Payable and Accruals (Details) - USD ($)
Aug. 31, 2024
Feb. 29, 2024
Payables and Accruals [Abstract]    
Accrued payroll and welfare payables $ 347,640 $ 310,753
Deposit 9,013 10,319
Loans payable 309,119 697,446
Advanced to employees 70,902
Refund (a) [1] 2,961,918 972,533
Other (b) [2] 3,230,563 402,351
Total $ 6,858,253 $ 2,464,304
[1] During the year ended February 29, 2024 and February 28, 2023, 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 refund presents the amount will be repaid to these agents within 12 months.
[2] Other mainly included collection of parking fees on behalf of a third party and a transfer of business to a third party. Disclosed in the first quarter, the Company would enter into travel and wine industry. However, after evaluation, the Company withdrew this decision.
v3.24.3
Summary of Related Parties Name and Relationship (Details)
6 Months Ended 12 Months Ended
Aug. 31, 2024
Feb. 29, 2024
Hongwei Li [Member]    
Related Party Transaction [Line Items]    
Related party relationship [1] Former shareholder Former shareholder
Intellegence Triumph Holdings Limited [Member]    
Related Party Transaction [Line Items]    
Related party relationship Shareholder Shareholder
Virtue Victory Holdings Limited [Member]    
Related Party Transaction [Line Items]    
Related party relationship Shareholder Shareholder
Strength Union Holdings Limited [Member]    
Related Party Transaction [Line Items]    
Related party relationship Shareholder Shareholder
Guowei Zhang [Member]    
Related Party Transaction [Line Items]    
Related party relationship President of the Company President of the Company
Xinxin Chen [Member]    
Related Party Transaction [Line Items]    
Related party relationship Shareholder Shareholder
Chuchu Zhang [Member]    
Related Party Transaction [Line Items]    
Related party relationship Shareholder Shareholder
Shaoxing Keqiao Zhuyi Technology Co., Ltd [Member]    
Related Party Transaction [Line Items]    
Related party relationship An entity controlled by a shareholder An entity controlled by a shareholder
Xiujuan Chen [Member]    
Related Party Transaction [Line Items]    
Related party relationship Shareholder Shareholder
[1] The Company had the following balances due to and due from related parties:
v3.24.3
Schedule of Related Party Transactions (Details)
6 Months Ended
Aug. 31, 2024
USD ($)
Related Party Transaction [Line Items]  
Due from Related Parties, Beginning Balance $ 110,173
Due from Related Parties, Provided 2,126
Due from Related Parties, Received Payment (98,184)
Due from Related Parties, Exchange Rate Translation 1,885
Due from Related Parties, Ending Balance 16,000
Due to Related Parties, Beginning Balance 23,959,944
Due to Related Parties, Borrowed 276,000
Due to Related Parties, Repaid (257,579)
Due to Related Parties, Exchange Rate Translation 347,742
Due to Related Parties, Ending Balance 24,326,108
Intellegence Triumph Holdings Limited [Member]  
Related Party Transaction [Line Items]  
Due from Related Parties, Beginning Balance 5,000
Due from Related Parties, Provided
Due from Related Parties, Received Payment
Due from Related Parties, Exchange Rate Translation
Due from Related Parties, Ending Balance 5,000
Virtue Victory Holdings Limited [Member]  
Related Party Transaction [Line Items]  
Due from Related Parties, Beginning Balance 5,200
Due from Related Parties, Provided
Due from Related Parties, Received Payment
Due from Related Parties, Exchange Rate Translation
Due from Related Parties, Ending Balance 5,200
Strength Union Holdings Limited [Member]  
Related Party Transaction [Line Items]  
Due from Related Parties, Beginning Balance 5,800
Due from Related Parties, Provided
Due from Related Parties, Received Payment
Due from Related Parties, Exchange Rate Translation
Due from Related Parties, Ending Balance 5,800
Hongwei Li [Member]  
Related Party Transaction [Line Items]  
Due from Related Parties, Beginning Balance 94,173
Due from Related Parties, Provided 2,126
Due from Related Parties, Received Payment (98,184)
Due from Related Parties, Exchange Rate Translation 1,885
Due from Related Parties, Ending Balance
Guowei Zhang [Member]  
Related Party Transaction [Line Items]  
Due to Related Parties, Beginning Balance 1,629,089
Due to Related Parties, Borrowed 276,000
Due to Related Parties, Repaid
Due to Related Parties, Exchange Rate Translation 7,310
Due to Related Parties, Ending Balance 1,912,399
Xiujuan Chen [Member]  
Related Party Transaction [Line Items]  
Due to Related Parties, Beginning Balance 347,333
Due to Related Parties, Borrowed
Due to Related Parties, Repaid
Due to Related Parties, Exchange Rate Translation 5,276
Due to Related Parties, Ending Balance 352,609
Chuchu Zhang [Member]  
Related Party Transaction [Line Items]  
Due to Related Parties, Beginning Balance 27,787
Due to Related Parties, Borrowed
Due to Related Parties, Repaid
Due to Related Parties, Exchange Rate Translation 422
Due to Related Parties, Ending Balance 28,209
Shaoxing Keqiao Zhuyi Technology Co., Ltd [Member]  
Related Party Transaction [Line Items]  
Due to Related Parties, Beginning Balance 21,955,735
Due to Related Parties, Borrowed
Due to Related Parties, Repaid (257,579)
Due to Related Parties, Exchange Rate Translation 334,735
Due to Related Parties, Ending Balance $ 22,032,891
v3.24.3
Schedule of Related Party Amount Transferred to Creditor (Details) - Jan. 15, 2023
USD ($)
CNY (¥)
Related Party Transaction [Line Items]    
Transferred amounts $ 32,952,046 ¥ 234,289,035.38
Hangzhou Chiyi Enterprise Management Partnership [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 4,219,409 30,000,000.00
Hangzhou Chuangzhu Enterprise Management Partnership [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 1,420,139 10,097,186.49
Hangzhou HongKuo Enterprise Management Partnership [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 5,879,410 41,802,605.93
Hangzhou Hongying Enterprise Management Partnership [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 1,406,470 10,000,000.00
Hangzhou Liujin Enterprise Management Partnership [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 5,327,769 37,880,435.02
Hangzhou Ruiqi Enterprise Management Partnership [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 6,118,143 43,500,000.00
Hangzhou Zhusheng Enterprise Management Partnership [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 2,812,940 20,000,000.00
Hangzhou Zhuyuan Enterprise Management Partnership [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 2,812,940 20,000,000.00
Hangzhou Jizhong Ecological Technology Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 1,329,162 9,450,338.82
Hangzhou Liujin Enterprise Management Partnership Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 281,294 2,000,000.00
Hangzhou Renyigou E-Commerce Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 717,300 5,100,000.00
Hangzhou Yixin Supply Chain Management Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Transferred amounts 562,588 4,000,000.00
Hangzhou Zhizhu Parking Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Transferred amounts $ 64,482 ¥ 458,469.12
v3.24.3
Schedule of Related Party Amount Before Transfers and Final Amounts Being Transferred (Details)
Aug. 31, 2024
USD ($)
Feb. 29, 2024
USD ($)
Jan. 15, 2023
USD ($)
Jan. 15, 2023
CNY (¥)
Related Party Transaction [Line Items]        
Transferred amounts, Gross     $ 32,952,046 ¥ 234,289,035.38
Transferred amounts, Offset       (21,318,081.01)
Transferred amounts, Increase       19,814,872.94
Transferred amounts, Net $ 987,306 $ 2,917,599 32,740,623 232,785,827.31
Hangzhou Chiyi Enterprise Management Partnership [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     4,219,409 30,000,000.00
Transferred amounts, Offset      
Transferred amounts, Increase      
Transferred amounts, Net     4,219,409 30,000,000.00
Hangzhou Chuangzhu Enterprise Management Partnership [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     1,420,139 10,097,186.49
Transferred amounts, Offset      
Transferred amounts, Increase      
Transferred amounts, Net     1,420,139 10,097,186.49
Hangzhou HongKuo Enterprise Management Partnership [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     5,879,410 41,802,605.93
Transferred amounts, Offset      
Transferred amounts, Increase      
Transferred amounts, Net     5,879,410 41,802,605.93
Hangzhou Hongying Enterprise Management Partnership [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     1,406,470 10,000,000.00
Transferred amounts, Offset      
Transferred amounts, Increase      
Transferred amounts, Net     1,406,470 10,000,000.00
Hangzhou Liujin Enterprise Management Partnership [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     5,327,769 37,880,435.02
Transferred amounts, Offset      
Transferred amounts, Increase       8,652,951.79
Transferred amounts, Net     6,544,780 46,533,386.81
Hangzhou Liujin Enterprise Management Partnership Co., Ltd. [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     281,294 2,000,000.00
Transferred amounts, Offset      
Transferred amounts, Increase       6,427,428.49
Transferred amounts, Net     1,185,292 8,427,428.49
Hangzhou Ruiqi Enterprise Management Partnership [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     6,118,143 43,500,000.00
Transferred amounts, Offset       (2,309,273.07)
Transferred amounts, Increase       4,734,492.66
Transferred amounts, Net     6,459,243 45,925,219.59
Hangzhou Zhusheng Enterprise Management Partnership [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     2,812,940 20,000,000.00
Transferred amounts, Offset      
Transferred amounts, Increase      
Transferred amounts, Net     2,812,940 20,000,000.00
Hangzhou Zhuyuan Enterprise Management Partnership [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     2,812,940 20,000,000.00
Transferred amounts, Offset      
Transferred amounts, Increase      
Transferred amounts, Net     2,812,940 20,000,000.00
Hangzhou Jizhong Ecological Technology Co., Ltd. [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     1,329,162 9,450,338.82
Transferred amounts, Offset       (9,450,338.82)
Transferred amounts, Increase      
Transferred amounts, Net    
Hangzhou Renyigou E-Commerce Co., Ltd. [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     717,300 5,100,000.00
Transferred amounts, Offset       (5,100,000.00)
Transferred amounts, Increase      
Transferred amounts, Net    
Hangzhou Yixin Supply Chain Management Co., Ltd. [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     562,588 4,000,000.00
Transferred amounts, Offset       (4,000,000.00)
Transferred amounts, Increase      
Transferred amounts, Net    
Hangzhou Zhizhu Parking Co., Ltd. [Member]        
Related Party Transaction [Line Items]        
Transferred amounts, Gross     64,482 458,469.12
Transferred amounts, Offset       (458,469.12)
Transferred amounts, Increase      
Transferred amounts, Net    
v3.24.3
Related Party Transactions (Details Narrative)
6 Months Ended
Oct. 01, 2019
USD ($)
Aug. 31, 2024
USD ($)
Feb. 29, 2024
USD ($)
Feb. 28, 2023
USD ($)
Feb. 28, 2023
CNY (¥)
Jan. 15, 2023
USD ($)
Jan. 15, 2023
CNY (¥)
Sep. 01, 2020
USD ($)
Sep. 01, 2020
CNY (¥)
Oct. 01, 2019
CNY (¥)
Related Party Transaction [Line Items]                    
Long-term debt   $ 987,306 $ 2,917,599     $ 32,740,623 ¥ 232,785,827.31      
Long term debt description   Zhibo extended the above contracts to September 30, 2025 when they expired in 2022. Repayments and interest expenses are not required until September 30, 2024. Interest expenses calculated on an annual rate of 3% will be paid monthly from 1 October, 2024. Principle will be fully repaid upon maturity.                
Payment   $ 257,579                
Shaoxing Keqiao Zhuyi Technology Co., Ltd [Member]                    
Related Party Transaction [Line Items]                    
Payment   $ 257,579                
Beijing Zhibo [Member] | Loan Agreements [Member]                    
Related Party Transaction [Line Items]                    
Line of credit facility, maximum borrowing capacity $ 45,028,818                 ¥ 300,000,000
Line of credit facility, interest rate during period 3.60%                  
Percentage of borrowings outstanding rate 25.00%                  
Debt instrument, face amount               $ 3,302,098 ¥ 22,000,000  
Long-term debt       $ 31,053,765 ¥ 215,280,227.44          
v3.24.3
Schedule of Income Tax Expenses (Benefits) (Details) - USD ($)
3 Months Ended 6 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Income Tax Disclosure [Abstract]        
Loss before tax $ (4,272,890) $ (1,474,807) $ (5,477,500) $ (3,297,541)
Tax credit calculated at statutory tax rate     (1,369,375) (824,385)
Effect of different tax rates     11,772 21,179
Deferred tax asset not recognized during the year     1,357,617 803,206
Income tax expenses $ 14
v3.24.3
Schedule of Deferred Tax Assets And Deferred Tax Liabilities (Details) - USD ($)
Aug. 31, 2024
Feb. 29, 2024
Income Tax Disclosure [Abstract]    
Net operating loss carrying forward $ 3,614,325 $ 3,107,917
Allowance on doubtful accounts 51,155 50,389
Deferred tax assets, gross 3,665,480 3,158,306
Less: valuation allowance (3,665,480) (3,158,306)
Deferred tax assets, net
v3.24.3
Income Taxes (Details Narrative)
6 Months Ended
Aug. 31, 2024
Income Tax Disclosure [Abstract]  
Effective income tax rate 25.00%
v3.24.3
Schedule of Future Minimum Payments Under Long Term Non-Cancellable Operating Lease (Details) - USD ($)
Aug. 31, 2024
Feb. 29, 2024
Leases    
Within 1 year $ 49,369 $ 82,723
After 1 year but within 5 years 35,873 16,384
Over 5 years 50,776
Total lease payments 136,018 99,107
Less: imputed interest (20,606) (3,446)
Total lease obligations 115,412 95,661
Less: current obligations (45,868) (80,165)
Long-term lease obligations $ 69,544 $ 15,496
v3.24.3
Leases (Details Narrative) - USD ($)
Aug. 31, 2024
Feb. 29, 2024
Leases    
Right of use of assets $ 113,370 $ 85,541
Operating lease liabilities current 45,868 80,165
Operating lease liabilities $ 69,544 $ 15,496
v3.24.3
Schedule of Long Term Payable (Details)
Aug. 31, 2024
USD ($)
Feb. 29, 2024
USD ($)
Jan. 15, 2023
USD ($)
Jan. 15, 2023
CNY (¥)
Short-Term Debt [Line Items]        
Long term payable $ 987,306 $ 2,917,599 $ 32,740,623 ¥ 232,785,827.31
Long Term Payable [Member]        
Short-Term Debt [Line Items]        
Long term payable $ 987,306 $ 2,917,599    
v3.24.3
Schedule of Non-controlling Ownership Interest (Details) - USD ($)
Aug. 31, 2024
Feb. 29, 2024
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
NCI balances $ (202,931) $ (1,036,253)
Liangshan Tongfu Technology Co [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
NCI ownership interest 0.00% 33.00%
NCI balances $ (852,712)
Yibin [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
NCI ownership interest 0.00% 20.00%
NCI balances $ (14,434)
Xide [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
NCI ownership interest 33.00% 33.00%
NCI balances $ (99,832) $ (86,431)
Taining [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
NCI ownership interest 28.00% 28.00%
NCI balances $ (97,079) $ (82,676)
Leshan [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
NCI ownership interest 35.00%
NCI balances $ (6,020)
v3.24.3
Schedule of Statement of Financial Positions (Details) - USD ($)
Aug. 31, 2024
Feb. 29, 2024
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets $ 7,755,817 $ 8,610,672
Current assets 5,430,278 4,255,988
Current liabilities (33,636,670) (28,635,745)
Non-current liabilities (1,056,850) (2,933,095)
Accumulated Deficits (32,931,974) (29,311,229)
NCI balances (202,931) (1,036,253)
Noncontrolling Interest [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets 606,940 376,670
Current assets 244,283 138,722
Current liabilities (987,060) (998,055)
Non-current liabilities (56,804)
Net Assets (192,641) (482,663)
Less: Zhuyi capital and additional paid-in capital (382,981) (2,676,010)
Less: OCI (35,133) (7,391)
Accumulated Deficits (610,755) (3,166,064)
Accumulated Deficits attributable to NCI (186,821) (1,022,813)
Plus: OCI attributable to NCI (9,310) (13,440)
NCI balances (202,931) (1,036,253)
Liangshan Tongfu Technology Co [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets 220,813
Current assets 102,830
Current liabilities (564,794)
Non-current liabilities
Net Assets (241,151)
Less: Zhuyi capital and additional paid-in capital (2,377,782)
Less: OCI 39,956
Accumulated Deficits (2,578,977)
Accumulated Deficits attributable to NCI (851,063)
Plus: OCI attributable to NCI (1,649)
NCI balances (852,712)
Yibin [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets
Current assets 1,585
Current liabilities (54,866)
Non-current liabilities
Net Assets (53,281)
Less: Zhuyi capital and additional paid-in capital
Less: OCI (10,115)
Accumulated Deficits (63,396)
Accumulated Deficits attributable to NCI (12,679)
Plus: OCI attributable to NCI (1,755)
NCI balances (14,434)
Xide [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets 34,828 41,406
Current assets 6,974 7,559
Current liabilities (324,029) (283,857)
Non-current liabilities
Net Assets (282,227) (234,892)
Less: Zhuyi capital and additional paid-in capital
Less: OCI (10,495) (13,857)
Accumulated Deficits (292,722) (248,749)
Accumulated Deficits attributable to NCI (96,599) (82,088)
Plus: OCI attributable to NCI (3,233) (4,343)
NCI balances (99,832) (86,431)
Taining [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets 90,321 114,451
Current assets 31,364 26,748
Current liabilities (100,509) (94,538)
Non-current liabilities
Net Assets 21,176 46,661
Less: Zhuyi capital and additional paid-in capital (298,228) (298,228)
Less: OCI (48,491) (23,375)
Accumulated Deficits (325,543) (274,942)
Accumulated Deficits attributable to NCI (91,152) (76,983)
Plus: OCI attributable to NCI (5,927) (5,693)
NCI balances (97,079) (82,676)
Leshan [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets 481,791
Current assets 205,945
Current liabilities (562,522)
Non-current liabilities (56,804)
Net Assets 68,410
Less: Zhuyi capital and additional paid-in capital (84,753)
Less: OCI (429)
Accumulated Deficits (16,772)
Accumulated Deficits attributable to NCI (5,870)
Plus: OCI attributable to NCI (150)
NCI balances $ (6,020)
v3.24.3
Reserves (Details Narrative)
6 Months Ended
Aug. 31, 2024
Reserves  
Statutory reserve description Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion.
v3.24.3
Subsequent Events (Details Narrative) - shares
Sep. 03, 2024
Aug. 31, 2024
Feb. 29, 2024
Subsequent Event [Line Items]      
Common stock, shares authorized   50,000,000 50,000,000
Subsequent Event [Member]      
Subsequent Event [Line Items]      
Common stock, shares authorized 50,000,000,000    

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