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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

OR

 

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

 

For the fiscal year ended May 31, 2023

 

Commission file number: 000-56570

 

Savmobi 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

(Address of principal executive offices)

 

+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 Exchange Act:

None

 

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ 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 ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

 

The aggregate market value of voting stock held by non-affiliates of the Company as of the last business day of the Company’s most recently complete second fiscal quarter was $3,150,000 (computed by reference to the closing price of a share of the Company’s common stock of $0.175 on that date as reported).

 

As of October 2, 2023, 1,061,900,000 shares of the issuer’s common stock were issued and outstanding.

 

Documents Incorporated By Reference: None

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I  
Item 1 Business 3
Item 1A Risk Factors 11
Item IB Unresolved Staff Comments 11
Item 2 Properties 11
Item 3 Legal Proceedings 11
Item 4 Mine Safety Disclosures 11
     
PART II  
Item 5 Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 12
Item 6 Selected Financial Data 12
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
Item 7A Quantitative and Qualitative Disclosures About Market Risk 46
Item 8 Financial Statements 46
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 46
Item 9A Controls and Procedures 46
Item 9B Other Information 47
     
PART III  
Item 10 Directors, Executive Officers and Corporate Governance 48
Item 11 Executive Compensation 49
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 50
Item 13 Certain Relationships and Related Transactions, and Director Independence 50
Item 14 Principal Accounting Fees and Services 53
     
PART IV  
Item 15 Exhibits and Financial Statement Schedules 54
     
SIGNATURES 55 

 

2

 

 

PART I

 

Item 1. Business.

 

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Company,” “we,” “our” or “us” refer to SavMobi Technology, Inc., unless the context otherwise indicates.

 

Forward-Looking Statements

 

Certain statements contained in this report, including statements regarding our business, financial condition, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

 

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

 

On March 6, 2015, the Company was incorporated in the State of Nevada and established a fiscal year end of May 31. Initially the business platform was in providing application software to a global vendor platform to connect people to businesses and provide a new shopping experience. The Company’s previous principal offices are located in 73B Bank Avenue, Amritsar, Punjab, 143001, India.

 

On May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Limited, by which New Reap Global Limited acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company.

 

On March 19, 2018, New Reap Global Limited transferred 250,000 restricted shares to Eng Wah Kung.

 

On May 10, 2018 and May 30, 2018, 16,959,684 shares were transferred to Arden Wealth and Trust. 2,000,000 shares are free trading from HongLing Shang, 559,684 restricted shares from New Reap Global Limited and 2,400,000 each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu.

 

On June 15, 2018, New Reap Global Limited transferred 690,316 restricted shares to EMRD Global Holdings.

 

On June 26, 2018, New Reap Global Limited transferred 3,000,000 restricted shares to Fortress Advisors, LLC and 3,000,000 to Baywall Inc.

 

3

 

 

On November 10, 2020, ten (10) shareholders of the Company, including affiliates Arden Wealth & Trust (Switzerland) AG and New Reap Global Limited, entered into stock purchase agreements with an aggregate of nineteen ( 19) non-U.S. accredited investors to sell an aggregate of 42,440,316 shares of common stock of the “Company, which represents approximately 68.6% of the issued and outstanding shares of common stock of the Company. After the change of ownership, the Company’s current principal offices is located in Room 502, Unit 1, Building 108, Red Star Sea Phase 3, Dalian Development Zone, Dalian, Liaoning, China.

 

After the change in control of management, the Company is currently operating in provision of commercial mobile technical support services in China. The Company entered into two technical support service agreements in the beginning of 2021, which is to provide support services to clients’ dedicated data platform, 7x24 hours per week. The response time should be within 4 hours upon receiving the service request.

 

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 will acquire 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.

 

Corporate History

 

The Company was incorporated by Mr. Lakwinder Singh Sidhu, the former president and sole director, in the State of Nevada on March 6, 2015, and established a May 31 fiscal year end. On May 18, 2018, Mr. Lakwinder Singh Sidhu resigned from his official positions as CEO and CFO and on the same day the shareholders of the Corporation voted Mr. Poh Kee Liew as Director and CEO, and Mr. Gim Hooi Ooi as Director and CFO.

 

On November 10, 2020, Mr. Poh Kee Liew and Mr. Gim Hooi Ooi, submitted their resignations from all executive officer positions with the Company, including Chief Executive Officer and Chief Financial Officer, respectively, effective immediately. In addition, Mr. Poh Kee Liew and Mr. Gim Hooi Ooi, the sole member of the Company’s board of directors, appointed Ma Hongyu as Director and Chairman of the Board, and following such appointment, Messrs. Liew and Ooi submitted their resignations as members of the Board, which resignations were effective immediately. On November 10, 2020, Ma Hongyu was also appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, effective immediately.

 

Recent Developments

 

Capital Stock

 

The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. Total shares issued and outstanding as of October 2, 2023 is 1,061,900,000.

 

On May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Limited, by which New Reap Global Limited acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company. New Reap Global Limited paid $300,000 in cash.

 

On March 19, 2018, New Reap Global Limited transferred 250,000 restricted shares to Eng Wah Kung.

 

4

 

 

On May 10, 2018 and May 30, 2018, 16,959,684 shares were transferred to Arden Wealth and Trust. 2,000,000 free-trading shares were transferred from HongLing Shang, 559,684 restricted shares were transferred from New Reap Global Limited and 2,400,000 restricted shares were transferred each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu, respectively.

 

On June 15, 2018, New Reap Global Limited transferred 690,316 restricted shares to EMRD Global Holdings.

 

On June 26, 2018, New Reap Global Limited transferred 3,000,000 restricted shares to Fortress Advisors, LLC and 3,000,000 restricted shares to Baywall Inc.

 

On November 10, 2020, ten (10) shareholders of SavMobi Technology, Inc. (the “Company”), including affiliates Arden Wealth & Trust (Switzerland) AG and New Reap Global Limited, entered into stock purchase agreements with an aggregate of nineteen (19) non-U.S. accredited investors (the “Purchase Agreements”) to sell an aggregate of 42,440,316 shares of common stock of SavMobi Technology, Inc. (the “Company”), which represents approximately 68.6% of the issued and outstanding shares of common stock of the Company.

 

These transactions were internal transfers and had no effect on the total shares distributed.

 

On December 15, 2022, Savmobi Technology, Inc. (“SVMB,” or 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 will acquire 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 will hold 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 completed the development of Any-e APP, the first online test parking lot was in Fuyang Traffic Police Brigade, Any-e Park APP completed online. The first smart parking projects built by Intellegence include road parking in Yinhu Science and Technology Park in Fuyang District, Hangzhou, parking in Chunqiu North Road, Fuyang District, and parking in Fuchun Street, Fuyang District. In August 2018, Any-e Park cloud platform was launched in Zengcheng District, Guangzhou for the first time. In 2019, Any-e Park, urban smart parking project signings continued. In 2020, Any-e Park, urban smart parking project landed in more than ten cities. Urban smart parking project landed in more than twenty cities; contracted more than fifty cities with more than 5000 parking lots and more than 4 million users.

 

5

 

 

Corporate Structure

 

Business Overview

 

Intellegence is a multinational technology company, with a smart parking application software and platform business ecosytem as its main business venture. The group company, Hangzhou Zhuyi Technology Co., Ltd. a PRC holding company, was formed on November 3, 2017 and is engaged in the business of smart parking application software and technology development. Its legal representative is Zhang Guowei. The registered capital was 60 million yuan. The company is located in Building B8, China Zhigu, Fuchun Park, Hangzhou.

 

It specializes in smart parking projects, smart parking mobile applications and cloud platform construction innovation. Zhuyi Technology takes the smart parking scene as the entry point, integrates various parking lot resources, builds static traffic data and smart city services.

 

A deeply integrated digital ecological platform for city planners, parking lot operators, car owners and cooperative businesses to provide comprehensive solutions for smart parking. It also focuses on the construction of its digital platform which operates the creations and control of businesses, assists the construction of smart cities, and creates a bright future for smart living.

 

Intellegence operates facilities at Xiaoshan Airport Remote Parking Lot, Tianjin Xinhua International University, Fuyang People’s Hospital, Qilu University Hospital, Shanghai Tesco Supermarket, Hubei Huanggang Central Hospital. We also currently have eight urban parking projects.

 

Our Any-e Life platform covers Any-e stop smart city cloud platform, Any-e stop App., parking management system, ecosphere merchant system, information forums, Any-e purchase cloud mall, Any-e Shop VIP member hall, etc., Covering parking services, parking management, urban parking information, smart cloud e-commerce, automotive after-market merchant O2O store, car owner membership services, etc.

 

6

 

 

Any-e Shop adopts sub-chain technology and shared inclusive economy model, through WeChat’s public platform + live stream + mini programs + cloud e-commerce + advertising distribution, integrated to create a shared intelligent cloud e-commerce platform, through the conversion of public domain traffic into private domain traffic, in order to promote merchant information sharing, traffic interaction, thus forming a cloud ecological chain of resource sharing, benefit sharing and data sharing.

 

Intellegence believes that its Any-e Life platform provides an app that solves the difficulty of parking for drivers and car owners. You can check and reserve parking spaces, enter and exit the parking lot without delay, pay seamlessly, fees are deducted automatically. Our cloud platform includes: Parking management system, platform management system, merchant system, comprehensive city management cloud platform and other multiple management systems, fully meet the needs of each different users. We have accumulated a vast amount of user data, and can provide tailored services for each user such as online shopping; creates for e-commerce, which brings new revenue channels and sources for the platform. Intellegence has a combination of online and offline car services, covering auto repair and maintenance, auto supplies, auto body shop, modifications, car wash, and commercial business around the automotive industry. Auto finance: used cars, new car sales, auto loans, auto insurance, life insurance, etc.

 

Our facilities have integrated license plate recognition that includes (i) a 3-million-pixel HD license plate recognition camera, which captures clearer photos, higher license plate recognition rate; (ii) support for blue plate, yellow plate, green plate, double-layer license plate, public security, military vehicles and other license plate recognition; (iii) integrated chassis structure design, easy installation, better dustproof and waterproof effect; (iv) four by four LED display, taking into account the function and cost performance; (v) embedded license plate recognition special fill light, with its own light-sensor, automatically turns on at night, off during the day; and (vi) support for QR code cloud calls.

 

They also have DC brushless road gates that (i) are DC brush-less 24V motor, heat resistant, silent operation, power gate operating life span exceeds 5 million times; (ii) include digital control box, adjustable power gate speed between 1.5 - 6 seconds depends on pole length; (iii) retract upon collision, prevents tailgating, delayed automatic power-down function; (iv) self raise during malfunctions, external power supply automatically disconnects, to ensure normal passage of the lot; and (v) have red and green status lights, green light indicates open, red light indicates gate is currently closed.

 

Intellegence’s parking cloud platform is a one-stop-shop unified management platform for on-street parking, off-street parking, three-dimensional garage, with high- and low-level monitoring, geomagnetic, charging station and other equipment. We use an SAAS architecture cloud platform, which can achieve an all-in-one hosting platform from project creation, deployment, operation and maintenance of the whole package. Applied in the parking industry, it is most suitable for unattended parking management.

 

No database needed on site; the cloud platform supports a high data processing capacity up to billions. All data can be permanently stored in the cloud platform, and the platform supports one-key hot upgrade when new updates and features are released, or customized functions are upgraded. It supports cameras access to almost all current license plate recognition manufacturers on the market, does not require any technical cooperation from equipment manufacturers. There is seamless access to the parking cloud platform without replacing any hardware equipment on site. All gate control and vehicle billing are controlled by the cloud platform, the site does not need a management booth or computer, reports and real-time monitoring can be viewed in real time through the cloud. One Smart Cloud Box can access up to 48 channels of cameras, in most cases requires only one configuring box for each project. After the front-end license plate is captured, the box carries out secondary comparison by analyzing the captured photo, and once there is a camera recognition error, it can be corrected within 200ms, truly achieving 99.9% license plate recognition rate.

 

Intellegence expects to derive revenue from (i) both contract and partnership parking operations, and there are both city-level parking lots and single-unit projects that make profits from parking lot operations; (ii) business model design and the accumulation of platform users, we establish a platform ecosystem, realize the fundamental value of users, provide longer service span for users. Shared resources and business models for the platform merchants, provide system support for merchants to build digital operations, and help merchants to build their own digital assets; (iii) selling our parking hardware and developing software; (iv) the platform’s hardware and software systems, where we connect docking lots, and its users then assist with cash flow, even though we do not participate in the operations; and (v) the preliminary project construction and equipment installation of parking lots.

 

Through the development of a series of reward and incentive policies (including cash), we will carry out comprehensive marketing and resource integration with different parties such as internal branches, regional agents, various different parking lots, as well as partner merchants and VIP users. The internal marketing department is responsible for marketing support and training, and is divided into several large regions for management and layout according to national regions. Intellegence will provide regional market development by local agents in local markets, regional marketing guidelines provided by Intellegence, and our headquarters to provide support.

 

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Parking lots are the main entrance to get users, so we should focus on the expansion of parking lot users and add a new incentive mechanism to promote parking lot users. We want to make parking lot users into assets. We intend to develop an incentive structure for the promotion of users in the ecosystem, to increase the enthusiasm of cooperating merchants to promote users, so that each cooperating merchant plays an important role in user promotion.

 

The Company’s bottom line subsidiaries include Zhuyi Technology (Anping) Co., a PRC company formed on May 12, 2022, which is engaged in the business of smart parking application software and technology development. Its legal representative is Zhang Guowei; Haikou Zhuyi Technology Co., a PRC company which was formed on May 9, 2022 and is engaged in the business of smart parking application software and technology development. Its legal representative is Zhang Guowei; Liangshan Tongfu Technology Co., a PRC company which was formed on November 13, 2018 and is engaged in the business of smart parking application software and technology development. Its legal representative is Zhu Zhibin; Zhejiang Linglingyi Network Technology Co., a PRC company which was formed on November 7, 2018 and is engaged in the business of smart parking application software and technology development. Its legal representative is Zhang Guowei; Yibin Huibo Technology Co., a PRC company which was formed on July 5, 2019 and is engaged in the business of smart parking application software and technology development. Its legal representative is Zhang Guowei; Xide Zhuyi Technology Co., a PRC company which was formed on October 14, 2021 and is engaged in the business of smart parking application software and technology development. Its legal representative is Zhang Guowei; Hubei Tongpo Parking Management Co., a PRC company which was formed on November 4, 2020 and is engaged in the business of smart parking application software and technology development. Its legal representative is Zhang Guowei; and Zhuyi Technology (Taining) Co., a PRC company which was formed on May 18, 2021 and is engaged in the business of smart parking application software and technology development. Its legal representative is Zhang Guowei.

 

Our Goals

 

1. Building smart digital parking cloud platform.


2. Forming a harmonious digital ecosystem around smart parking.

 

3. Constructing intelligent cities across the globe.

 

4. Creating a brighter future for smart living.

 

Our core goal is to integrate resources, build a platform ecosystem, users focused, achieve multi-scenario satisfaction of user needs and transactions, and become an ecological operator of smart parking digital platform.

 

1. Operating a parking lot: Contracting to operate a parking lot as the main business of the parking lot operators, whose main profit is parking fees. (For example, contract contractors to operate parking lots for a variety of different operations).

 

2. Payment: Paid smart parking as the system’s main goal. (such as ETC payment).

 

3. Building a platform, encourage derived businesses, integrating resources, building business circle, making rules and business model: Only by treating users as a fundamental part of the business, doing mobile application software + cloud platform + ecosystem would become our real challenge. Ultimately to establish multiple inner ecosystems and provide values to users. Establish self-sustained digital operations and open up more opportunities through our business model.

 

4. Equipment Sales: Mainly focus on the production and sales of equipment, simultaneously develop platform operations, the digital platform is mainly for the purpose of equipment sales, software is limited to parking management.

 

With the development of global economy, going abroad has become an essential step in the development process of every enterprise. In the process of globalization layout, the first phase will promote the brand in a more diversified form, focusing on the global business perspective, extending to Asian and European markets in the next three years, and then opening a global market service system.

 

Franchising Policies

 

The franchising policy mainly includes four aspects:

 

1. Regional Partner Policy; where regional agents need to have industry network resources, marketing team, and be able to interlock parking lots and ecosystem businesses, with a deposit of 100,000 yuan. There will be parking lot interlock incentives, merchant interlock incentives, user promotion incentives and regional market incentives.

 

8

 

 

2. Joint Parking Lot Policy; where (a) with single-operating parking lot cooperation, Intellegence invests in hardware equipment and software system, service charges are charged according to the number of channels, and parking charges are deposited into the parking lot owner’s account within 7 days, (b) contracted parking lot is paid monthly or quarterly according to the annual contract amount, and the parking lot operated by joint cooperation is paid monthly according to the contracted share ratio, (c) there are non-operating parking lot policy: Policy documents need to be issued by local government departments, and (d) urban-level parking lots are tendered or set up joint ventures according to each project, with various cooperation models such as PPP, BOT, EPC+O, etc.

 

3. Platform Merchant Franchising Policy; where there must a legal business license and physical store, willing to join the platform ecosystem, pre-joined merchants are free to join. The platform collects a certain percentage of service fee based on the transaction volume. Merchants who refer users can get a 5% reward for each users’ total amount spent in any of the platform’s businesses. VIP users can get a 10% reward for pre-paying their account, merchants who refer can get a 1% reward of merchants’ transaction flow in the platform.

 

4. VIP User Policy; where users retain VIP status once account pre-pay amount reaches 1,000 yuan, pre-paid amount can be used for parking payment, direct payment to platform merchants, and any spending in the platform online store. Users who refer VIP users can get 10% of their pre-paid amount and 5% of their referred users’ spending in the platform ecosystem, referring merchants can get 1% of their platform sales.

 

Market Analysis

 

Under the traditional parking management system, China’s parking industry has two significant problems: the shortage of parking spaces and low utilization rate. At present, the average utilization rate of parking spaces in China is about 40%, the larger the scale of the parking lot, the lower the utilization rate, such as the largest commercial complex parking lot, but the average daily utilization rate is only 37%, which is lower than the average level of other types of parking lots. Over 90% of cities in China have an overall parking utilization rate of less than 50%, and the parking utilization rate in major cities such as Beijing, Shanghai and Guangzhou is in the range of 40-50%, which is a waste of parking resources.

 

Under the traditional parking space management system, the degree of specialization in parking management is low, the industry is highly fragmented, and there is a lack of large specialized parking management companies. There are many types of market participants with different standards, the uneven level of control prevents the centralized management of traditional parking spaces, which further hinders the effective use of parking spaces and is not conducive to the improvement of parking space utilization.

 

In Beijing, there are 6,581 registered parking lots, but more than 3,000 property management companies and parking lot management companies are involved in management. The market share of parking spaces of the top four management companies only accounts for 8.5%; the market share of the top-ranked parking management company is 4.4%, and the market share of parking spaces is only 1.9%. At the same time, China’s traditional parking management system has a low level of intelligence and management method.

 

According to Sullivan’s data, the coverage rate of intelligent parking lots in major cities such as Beijing, Shanghai, Guangzhou and Shenzhen is less than 10%, and most domestic parking lots still adopt the traditional “card and ticket” entrance/exit management method, with manual charging as the main method. The backward management method leads to the problems of slow access, difficulty in finding parking space and difficulty in finding a car. The length of time and difficulty for car owners to find cars increases with the scale of the car park.

 

For example, the parking lot of commercial complex is generally large in scale and complex in structure, and the user’s search time is often 4-6 times of the average search time of other types of parking lots (residential, commercial office buildings, transportation hubs, etc.). The backward management method greatly lengthens the time of occupied parking spaces, hinders the improvement of parking space turnover rate, and even directly causes poor user parking experience.

 

With the problem of “difficult parking” becoming more and more prominent, the commercial and social value of the smart parking industry has also become more and more prominent. Smart parking management mode can effectively improve the utilization of parking resources, thus alleviating the problem of urban parking difficulties. It is sought after by all social forces (capital, policy, technology, users, etc.) and can promote the further development of the industry.

 

9

 

 

China’s smart parking industry has not yet issued a national unified construction standard, the construction of parking information systems in local cities across the country lacks a unified normative basis, and the smart parking systems built by various office buildings, hotels, shopping malls, and communities lack integrated planning and architecture specifications, especially for applications in commercial areas and communities, with significant differences in architecture between systems, leading to difficulties in information exchange and system integration. There are a large number of smart parking enterprises and derivatives on the market, each smart parking products and service providers is on their own, the products and systems launched are not compatible with each other. In the smart parking application field, the market is not yet standardized nationwide via a single parking app, all parking apps information is not incorporated or shared, forming many singled out information islands, which is against the original intention of revitalizing the market of smart parking. These apps also have different user experiences, which brings a lot of inconvenience to consumers, and eventually abandoned by many of them, which is not beneficial to the expansion and popularity of smart parking network.

 

In addition, the development of the industry is not standardized, there are some providers who do not have the resources to research, develop and provide post-sale services, who end up reducing prices to sell low-quality products. No real competing power, disrupting the market order, causing quality manufacturers a certain amount of competitive pressure, intensifying a degree of competition in the industry, which is not favorable to a healthy development of the industry.

 

In the past three years, internet companies have entered the smart parking industry in a big way with capital. in February 2018, Ant Group under Alibaba took a 200-million-yuan stake in J-Parking. In August of the same year, Tencent made a strategic investment in Xiamen Ketuo Co.

 

Internet companies have combined their advantages in artificial intelligence, mobile payment and other technologies with smart parking platforms for strategic cooperation. This strategic cooperation between internet companies and smart parking platforms has made unattended and sensor less payment the trend of industry development. The mainstream smart parking operation platform has access to Alipay, WeChat payment and other mobile payment technologies. In May 2018, Baidu and ETCP reached a strategic cooperation, through the “parking payment” page of Baidu Map or the “ETCP Parking” APP, car owners can check parking information in real time, navigate to the parking lot, and enjoy smart parking services such as electronic payment for entering and exiting the parking lot without parking, achieving a harmonious system of shared data and integrated platform.

 

Baidu, Ali, Tencent and other Internet giants have entered the game one after another, not only to provide a solid financial basis for the transformation of parking services, also the integration of on-line operations and smart parking, which boosts rapid and steady development of the industry, driving the industry into a new stage of development. As the head enterprises in the smart parking industry accelerate their capital operation, the industry will accelerate the pace of high-quality parking resources, and will also surge a wave of mergers and acquisitions, resulting industry integration to be further accelerated.

 

According to some developed countries, the ratio of car to parking spaces is 1:1.3, while the average in China is less than 1:0.5, which is a serious imbalance between supply and demand, car owners and drivers usually cannot find a parking space after driving out to the destination, due to the difficulty of finding parking spaces leading to unlawful parking, road congestion, traffic accidents and other problems, bringing concerns to the government’s urban traffic.

 

Analysis from the perspective of the needs of car owners and drivers: This part of the user demand we call C-end user demand, its demand for parking is extremely urgent and rigid, they hope to be able to check the availability of parking spaces near the destination in advance before leaving home, you can reserve a parking space in advance. At the same time, as car owners and drivers, they hope that the platform can provide them with more user-friendly, more detailed and comprehensive services and better experience.

 

Analysis from the perspective of different parking space owners and operators: They want to realize unattended and automated payments; they want to reduce operating costs and improve operational efficiency; they want to realize intelligent and digital management and turn their resources into their digital assets.

 

Analysis from the perspective of city planners: They want to have a software, a system and a platform to integrate the parking spaces of different property rights in the whole city, to achieve data integration and sharing, and to realize real-time data update, query, regulation and scheduling.

 

Analysis from the perspective of the state, to promote the industry and industrial development: The smart parking industry covers a wide range, long industry chain, the state hopes to have a comprehensive digital, industry-wide platform for industry resource integration and information sharing, in order to promote the development of the whole industry.

 

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Competitive Advantages

 

We believe that Intellegence has significant advantages in terms of development strategy, technology, team, business model and capital operation. After years of cultivation and accumulation, Intellegence has its own intellectual property rights of smart parking mobile application software, parking management system, merchant system and smart parking cloud platform. We have a professional and well-structured technical team, management team, operation team, and marketing team.

 

Business Model

 

Intellegence intends to carry out software and hardware system conversion for existing parking lots, to achieve a smart, digital, platform operation, from constructing to profiting. We shall integrate resources and processing transactions by undergoing software development and using our own merchant marketing management software. The Company will operate the lots by contracting them out and profiting from the parking fees. We hope to gain revenue through the sales of various smart parking hardware, including smart car stopper, smart parking machine, smart cloud box, geomagnetic, etc. We also have E-commerce, membership, sales profit and sales commission on Any-e platform and want to utilize the platform’s database, build an O2O business model for the automotive aftermarket, which brings more opportunities, more stable and sufficient cash flow and ultimately revenue to the platform. We believe there are advantages to our partnership operation model, capital operation model, digital, ecological, and platform operation business model. Intellegence has a strong resource integration capability, from parking, car owners, online and offline merchants, industry support to O2O platform, etc. Multi-platform resource integration to open up each service channel, to achieve shared user resources in the ecosystem, to better assist each and every user.

 

Employees

 

As of May 31, 2023:

 

Company name   Part-time/Full-time   Number of employees
SavMobi Technology, Inc.   Full-time   4
Intellegence Parking Group Limited and its subsidiaries   Full-time   0
Zhejiang Jingbo Ecological Technology Co. and its subsidiaries   Full-time   137

 

We anticipate hiring additional employees in the next twelve months. We anticipate hiring necessary personnel based on an as needed basis only on a per contract basis to be compensated directly from revenues.

 

Item 1A. Risk Factors

 

Smaller reporting companies are not required to provide the information required by this Item 1A.

 

Item 1B. Unresolved Staff Comments

 

None

 

Item 2. Properties

 

The Company entered into 16 contracts renting offices, warehouses and parking lots. Contracted terms ranged between two and eight years with the earliest start date being January 8, 2019.

 

The Company purchased an office building in July,2020. Address of the building is Building B8, China Zhigu Fuchun, Yinhu Village, Shoujiang town, Fuyang District, China

 

Item 3. Legal Proceedings

 

There is no pending legal proceeding to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

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PART II

 

Item 5. Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

On April 13, 2022, a bid and an ask was initially posted.

 

The high and low bid prices of our common stock following such date is as follows:

 

Quarter Ended  High   Low 
June 30, 2022  $1.00   $0.028 
September 30, 2022  $0.15   $0.10 
December 31, 2022
  $1.95   $0.175 
March 31, 2023  $2.30   $1.00 
June 30, 2023  $3.08   $0.0251 

 

The last reported sales price of our common stock on the OTCMarkets on September 8, 2023, was $1.50

 

Dividend Policy

 

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

 

Holders

 

As of October 2, 2023, there were 1,061,900,000 shares of common stock issued and outstanding, which were held by 15,032 stockholders of record.

 

Equity Compensation Plans

 

We do not have any equity compensation plans.

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

None

 

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

 

None.

 

Item 6. Selected Financial Data.

 

Smaller reporting companies are not required to provide the information required by this Item 6.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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.

 

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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.

 

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%

 

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On December 15, 2022, Savmobi Technology, Inc. (“SVMB,”) 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 will acquire 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, SVMB will hold 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.

 

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 October 2, 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.

 

14

 

 

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.

 

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.

 

Corporate Structure

 

15

 

 

For the Year Ended May 31, 2023 Compared to the Year Ended May 31 2022

 

Revenue

 

The Company generated $3,723,088 in revenues during the financial year ended May 31, 2023 compared to $3,563,527 during the year ended May 31, 2022. Revenue mainly comprised of parking fee. Revenue generated over the last two years was very similar. The Company operated in normal circumstances.

 

Cost of Revenues

 

During the year ended May 31, 2023, the Company incurred $4,132,481 in cost of revenues compared to $4,571,107 for the year ended May 31, 2022. Cost of revenue mainly consisted of depreciation, salary and maintenance expenses. The decrease in cost of revenues was contributed by the decrease in maintenance expenses for parking lots.

 

Gross loss

 

Gross loss was $409,393 for the year ended May 31, 2023 compared to $1,007,580 for the year ended May 31, 2022. The decrease was mainly contributed by the decrease in cost of revenue.

 

Selling and marketing expenses

 

During the year ended May 31, 2023, we incurred selling and marketing expenses of $456,023 compared to $864,011 for the year ended May 31, 2022. Selling and marketing expenses for the year ended May 31, 2023 and 2022 mainly included salary expenses, travelling expenses and advertisement expenses. The decrease in selling and marketing expenses was primarily due to an decrease in travelling and salary expenses. We reduced the number of staff doing promotion of our Company.

 

General and Administrative Expenses

 

During the year ended May 31, 2023, we incurred general and administrative expenses of $4,481,871 compared to $3,537,855 incurred during the year ended May 31, 2022. General and administrative expenses incurred during the year ended May 31, 2023 mainly consisted of business hospitality expenses, salary expenses and office expenses. The increase in general and administrative expenses was mainly due to the increase in business hospitality fees.

 

Research and development expenses

 

During the year ended May 31, 2023, we incurred research and development expenses of $396,849 compared to $723,668 for the year ended May 31, 2022. R&D expenses mainly included salary expenses and depreciation expenses. The decrease in R&D expenses was contributed to a decrease in depreciation expenses.

 

Net loss

 

As the result of foregoing, the net loss for the years ended May 31, 2023 and 2022 was $6,783,522 and $6,894,883, respectively.

 

Liquidity and Capital Resources

 

As of May 31, 2023, the Company had total assets of $12,876,636 comprising current assets of $3,117,996 and non-current assets of $9,758,640 compared to total assets of $18,357,783 consisting of current assets of $6,889,070 and non-current assets of $11,468,713 as of May 31, 2022. The Company’s total liabilities as of May 31, 2023 were $36,764,281, which was comprised of current liabilities of $3,902,103 and non-current liabilities of $32,862,178. This compares with total liabilities of $36,791,471 as of May 31, 2022, which was comprised of current liabilities of $3,279,881 and non-current liabilities of $33,511,590.

 

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the years ended May 31, 2023 and 2022.

 

   Year Ended May 31, 
   2023   2022 
Net cash provided by/(used in) operating activities   102,130    (17,094,189)
Net cash (used in)/provided by investing activities   (1,614,513)   167,610 
Net cash provided by financing activities   1,913,012    16,904,719 
Effect of exchange rate changes on cash and cash equivalents   (15,438)   (5,256)
Net increase/(decrease) in cash and cash equivalents   385,191    (27,116)
Cash and cash equivalents at the beginning of period   108,787    135,903 
Cash and cash equivalents at the end of period   493,978    108,787 

 

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Cash Flows from Operating Activities

 

For the year ended May 31, 2023, net cash provided by operating activities was $102,130, mainly comprised of a net loss of $6,783,522, an increase in accounts receivable of $972,009, a decrease in prepaid expenses and other current assets of $3,992,099 and depreciation and amortization expenses of $1,559,215. For the year ended May 31, 2022, net cash flows used in operating activities were $17,094,189, consisting primarily of a net loss of $6,894,883, an increase in prepaid expenses and other current assets of $5,213,847 and a decrease in accounts payable and other current liabilities of $7,551,154.

 

Cash Flows from Investing Activities

 

Net cash flows used in investing activities were $1,614,513, mainly comprising a purchase of property and equipment of $3,801,885 and proceeds from sale of property and equipment of $2,848,949 for the year ended May 31, 2023 compared to net cash flows provided by investing activities of $167,610 for the year ended May 31, 2022 mainly comprised of an increase in loan receivable of $2,067,575, proceeds from sale of property and equipment of $938,482 and a purchase of property and equipment of $2,554,572.

 

Cash Flows from Financing Activities

 

We have financed our operations primarily from either capital contributions or financial instruments. For the year ended May 31, 2023, net cash provided by financing activities was $1,913,012 consisting mainly of proceeds from long-term borrowings of $1,814,559 and repayments of long-term borrowings of $598,748. For the year ended May 31, 2022, net cash provided by financing activities was $16,904,719 consisting primarily of proceeds from paid in capital of $7,019,564 and long-term loan of $10,166,910.

 

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.

 

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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

 

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 2019, 2020, 2021 and 2022 were 2.3%, 4.3%, 4.4% and 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.

 

18

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To: The Board of Directors and Stockholders of
  SavMobi Technology Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of SavMobi Technology Inc. (the Company) as of May 31, 2023 and 2022, and the related consolidated statement of operations and comprehensive income (loss), changes in equity, and cash flow for year ended May 31, 2023 and 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2023 and 2022, and the result of its operations and its cash flow for the year then ended May 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States.

 

Explanatory Paragraph Regarding Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

1.The Company conducted transactions with its related parties and affiliates during the normal course of its business in 2023. The Company has entered into a number of transactions with these related parties, including director remuneration which represented as costs and expenses to the Company. We identified the evaluation of the identification of related parties and related party transactions as a critical audit matter. Auditor judgment was involved in assessing the sufficiency of the procedures performed to identify related parties and related party transactions of the Company.

 

19

 

 

How the Critical Audit Matter Was Addressed in the Audit

 

We performed the following procedures to evaluate the identification of related parties and related party transactions by the Company:

 

  Conducted background checks, and reviewed other public research sources for information related to transactions between the Company and its related parties
  Performed confirmations for account balances with related parties
  Reviewed transaction details in the accounts payable system for transactions with related parties
  Examined the Company’s reconciliation of its related parties’ transactions and balances
  Tested expenses transactions between the Company and its related parties

 

2.As described in Note 3, for the fiscal years ended May 31, 2023 and 2022, the Company reported accumulated deficit of $23,887,645 and $18,433,688 and a working capital deficiency/(equity) of $784,107 and ($3,609,189), respectively. The Company’s operations are mainly funded with debt financing, which is dependent upon many external factors and may be difficult to raise when required. The Company may not have sufficient cash to fund its operations, and therefore, will require additional funding, which if not raised, may result in the delay, postponement or curtailment of some or all of its activities. Management has prepared future cash flow forecasts, which involves judgement and estimation of key variables, such as planned expenditures, future financings and market conditions.

 

We identified the Company’s ability to continue as a going concern as a critical audit matter because auditing the Company’s going concern assessment is complex and involves a high degree of auditor judgment to assess the reasonableness of the cash flow forecasts, planned refinancing actions and other assumptions used in the Company’s going concern analysis. The Company’s ability to execute the planned refinancing actions are especially judgmental given that the global financial markets.

 

This matter is also described in the “Explanatory Paragraph Regarding Going Concern” section of our report.

 

How the Critical Audit Matter Was Addressed in the Audit

 

We responded to this matter by performing procedures over management’s assessment of the Company’s ability to continue as a going concern. Our audit work in relation to this included, but was not restricted to, the following:

 

  We inquired with management whether there is substantial doubt regarding the Company’s ability to continue as a going concern;
  We have received the confirmation of financial support from the long term loan creditor and company director, indicating their willingness to continue supporting the company on the next twelve months.
  We reviewed the related financial statement disclosure in the notes to the financial statements to ensure they are adequate.

 

Pan-China Singapore PAC (6255)

Chartered Accountants

Singapore

October 2, 2023

 

We have served as the Company’s auditor since 2023

 

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Savmobi Technology, Inc.

Consolidated Balance Sheets

As of the years ended May 31, 2023 and 2022

 

         
   May 31, 2023   May 31, 2022 
   $   $ 
Assets          
Current assets          
Cash and cash equivalents   483,705    106,542 
Restricted cash   10,273    2,245 
Accounts receivable   409,380    355,598 
Inventories   177,034    78,995 
Amount due from related parties   16,000    16,000 
Prepaid expenses and other current assets   2,021,604    6,329,690 
Total current assets   3,117,996    6,889,070 
           
Non-current assets          
Plant and equipment, net   6,581,823    6,956,399 
Intangible assets, net   15,543    13,282 
Right-of-use assets   277,184    946,296 
Other non-current assets   2,884,090    3,552,736 
Total non-current assets   9,758,640    11,468,713 
           
Total Assets   12,876,636    18,357,783 
           
Liabilities and Stockholders’ (Deficit) Equity          
Current liabilities          
Accounts payables   775,293    585,134 
Advances from customers   622,069    20,400 
Other current payables   1,301,624    1,627,733 
Taxes payable   18,737    19,427 
Amounts due to related parties   1,057,721    390,077 
Operating lease liabilities, current   126,659    637,110 
Total current liabilities   3,902,103    3,279,881 
           
Non-current liabilities          
Long-term loan   32,740,623    33,211,152 
Operating lease liabilities   121,555    300,438 
Total non-current liabilities   32,862,178    33,511,590 
           
Total Liabilities   36,764,281    36,791,471 
           
Stockholders’ (Deficit) Equity          
Common stock ($0.001 par value, 10,000,000,000 and 75,000,000 shares authorized, 1,061,900,000 and 61,900,000 share issued and outstanding as of May 31, 2023 and 2022, respectively)   1,061,900    61,900 
Additional paid-in capital   8,474,336    9,474,336 
Accumulated deficit   (32,751,349)   (26,355,961)
Accumulated other comprehensive income   344,031    (987,312)
Non-controlling interest   (1,016,563)   (626,651)
Total (Deficit) Equity   (23,887,645)   (18,433,688)
           
Total Liabilities and (Deficit) Equity   12,876,636    18,357,783 

 

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Savmobi Technology, Inc.

Consolidated Statements of Operations and Comprehensive Loss

for the years ended May 31, 2023 and 2022

 

         
   2023   2022 
   $   $ 
Net revenues   3,723,088    3,563,527 
Cost of revenues   (4,132,481)   (4,571,107)
Gross loss   (409,393)   (1,007,580)
           
Operating expenses:          
Tax and surcharges   (24,201)   (11,623)
Selling and marketing expenses   (456,023)   (864,011)
General and administrative expenses   (4,481,871)   (3,537,855)
Research and development expenses   (396,849)   (723,668)
Impairment losses   (922,434)   (802,773)
Total operating expenses   (6,281,378)   (5,939,930)
           
Operating income/(loss)   (6,690,771)   (6,947,510)
           
Other income (expenses):          
Interest income   440    2,641 
Other income/(expense)   (92,968)   49,986 
Total other income and (expenses)   (92,528)   52,627 
           
Loss before taxes from operations   (6,783,299)   (6,894,883)
           
Provision for income taxes   (223)   - 
           
Net loss   (6,783,522)   (6,894,883)
           
Other comprehensive income:          
Foreign currency translation income   1,329,565    903,470 
Total comprehensive loss   (5,453,957)   (5,991,413)
           
Net loss attributable to :          
Owners of the Company   (6,395,388)   (6,627,894)
Non-controlling interest   (388,134)   (266,989)
Net Loss   (6,783,522)   (6,894,883)
Total comprehensive loss attributable to:          
Owners of the Company   (5,064,045)   (5,736,843)
Non-controlling interest   (389,912)   (254,570)
Total comprehensive loss   (5,453,957)   (5,991,413)
Loss per common share:          
Basic and diluted   (0.01)   (0.11)
           
Weighted Average Number of Common Share Outstanding:          
Basic and Diluted   467,379,452    61,900,000 

 

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Savmobi Technology, Inc.

Consolidated Statements of Stockholders’ Equity (Deficit)

For the years ended May 31, 2023 and 2022

 

                                     
               Additional       Other   Total         
   Common Stock   Contributed   Paid In   Retained   Comprehensive   Shareholders’   Non-controlling   Total 
   Shares   Amount   Capital   Capital   Earnings   Income/(loss)   Equity   Interest   Equity 
Balance at, May 31, 2021   61,900,000    61,900    2,409,659    114,197    (19,728,067)   (1,878,363)   (19,020,674)   (372,081)   (19,392,755)
Net income   -    -    -    -    (6,627,894)   -    (6,627,894)   (266,989)   (6,894,883)
Additional paid-in capital   -    -    (2,409,659)   -    -    -    (2,409,659)   -    (2,409,659)
Foreign currency translation adjustments   -    -    -    -    -    891,051    891,051    12,419    903,470 
Capital contribution   -    -    -    9,360,139    -    -    9,360,139    -    9,360,139 
Balance at, May 31, 2022   61,900,000    61,900    -    9,474,336    (26,355,961)   (987,312)   (17,807,037)   (626,651)   (18,433,688)
                                              
Balance at, May 31,2022   61,900,000    61,900    -    9,474,336    (26,355,961)   (987,312)   (17,807,037)   (626,651)   (18,433,688)
Net income   -    -    -    -    (6,395,388)   -    (6,395,388)   (388,134)   (6,783,522)
Reverse merge   1,000,000,000    1,000,000    -    (1,000,000)   -    -    -    -    - 
Foreign currency translation adjustments   -    -    -    -    -    1,331,343    1,331,343    (1,778)   1,329,565 
Balance at, May 31, 2023   1,061,900.000    1,061,900    -    8,474,336    (32,751,349)   344,031    (22,871,082)   (1,016,563)   (23,887,645)

 

23

 

 

Savmobi Technology, Inc.

Consolidated Statements of Cash Flows

For the years ended May 31, 2023 and 2022

 

         
   2023   2022 
   $   $ 
Net loss   (6,783,522)   (6,894,883)
Adjustments to reconcile net income to net cash provided by operating activities          
Depreciation and amortization   932,799    1,492,926 
Depreciation of right-of-use assets   626,416    688,470 
Bad debt expense   922,434    - 
Changes in operating assets and liabilities          
Accounts receivable   (972,009)   (233,293)
Inventories   (110,368)   (21,616)
Prepaid expenses and other current assets   3,992,099    (5,213,847)
Other non-current assets   423,013    480,485 
accounts payable and other current liabilities   1,071,268    (7,392,431)
Net cash provided by/(used in) operating activities   102,130    (17,094,189)
           
Cash flows from investing activities          
Loan receivable   -    2,067,575 
Prepaid for right-of-use assets   (647,763)   (285,067)
Proceeds from sale of property and equipment   2,848,949    938,482 
Purchase of property and equipment   (3,801,885)   (2,554,572)
Purchase of long-term investment   -    (20,000)
Purchase of intangible assets   (13,814)   - 
Proceed from sale of intangible assets   -    21,192 
Net cash (used in)/provided by investing activities   (1,614,513)   167,610 
           
Cash flows from financing activities          
Amount due to related party   697,201    (95,159)
Repayments of short-term borrowings   -    (186,596)
Proceeds from long-term loan   1,814,559    10,166,910 
Repayments of long-term borrowings   (598,748)   - 
Proceeds from paid in capital   -    7,019,564 
Net cash provided by financing activities   1,913,012    16,904,719 
           
Effect of exchange rate changes on cash and cash equivalents   (15,438)   (5,256)
           
Net increase/(decrease) of cash and cash equivalents   385,191    (27,116)
           
Cash and cash equivalents–beginning of year   108,787    135,903 
           
Cash and cash equivalents–end of year   493,978    108,787 
           
Supplementary cash flow information:          
Interest received   440    2,641 

 

24

 

 

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.

 

 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%

 

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 will acquire 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, SVMB will hold a total of 200,000,000 issued and outstanding shares of Intellegence. Zhang Guowei is the sole director of Intellegence Parking Group Limited.

 

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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. between November 15 and 11, 2022, the Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.

 

The Company consolidated its financial statements due to common control.

 

The Company’s major subsidiaries, VIEs and VIE’s subsidiaries are described as follows:

 

 

Companies  Country/Place and date of incorporation/establishment  Percentage of direct or indirect economic benefits ownership 
      May 31, 
      2023   2022 
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%

 

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.

 

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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 October 2, 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.

 

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 (“WFOE”s), the VIEs and their respective Nominee Shareholders, each Nominee Shareholder of the VIEs irrevocably undertakes to appoint the WFOE, as the attorney-in-fact to exercise all of the rights as a shareholder of the VIEs, including, but not limited to, the right to convene and attend shareholders’ meeting, vote on any resolution that requires a shareholder vote, such as appoint or remove directors and other senior management, and other voting rights pursuant to the articles of association (subject to the amendments) of the VIEs. Each power of attorney agreement is irrevocable and remains in effect as long as the Nominee Shareholder 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.

 

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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.

 

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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.

 

The consolidated financial statements of the Group’s VIEs have been audited by filing the Form 8-K for the year ended May 31, 2022.

 

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May 31,

2023

  

May 31,

2022 (Audited)

 
   $   $ 
Cash and cash equivalents   401,984    106,542 
Restricted cash   10,273    2,245 
Accounts receivable   409,380    355,598 
Inventories   177,034    78,995 
Prepaid expenses and other current assets   2,045,736    6,353,787 
Plant and equipment, net   6,581,823    6,956,399 
Intangible assets, net   15,543    13,282 
Right-of-use assets   277,184    946,296 
Other non-current assets   2,884,090    3,552,736 
Total Assets   12,803,047    18,365,880 
Accounts payables   749,226    565,067 
Advances from customers   622,069    20,400 
Other current payables   1,300,969    1,627,732 
Taxes payable   18,737    19,427 
Amounts due to related parties   540,897    394,077 
Operating lease liabilities, current   126,659    637,110 
Long-term loan   32,740,623    33,211,152 
Operating lease liabilities   121,555    300,438 
Total Liabilities   36,220,735    36,775,403 
Total (Deficit) Equity of VIEs   (23,417,688)   (18,409,523)
Total Liabilities and (Deficit) Equity of VIEs   12,803,047    18,365,880 

 

  

May 31,

2023

  

May 31,

2022 (Audited)

 
   $   $ 
Net revenues   3,723,088    3,563,527 
Cost of revenues   (4,132,481)   (4,571,107)
Gross loss   (409,393)   (1,007,580)
Total costs and expenses   (5,835,586)   (5,860,705)
Operating income/(loss)   (6,244,979)   (6,868,285)
Total other income and (expenses)   (92,528)   52,627 
Loss before taxes from operations   (6,337,507)   (6,815,658)
Provision for income taxes   (223)   - 
Net loss   (6,337,730)   (6,815,658)
Net loss attributable to VIEs   (5,949,596)   (6,548,669)

 

   2023   2022 (Audited) 
   Year Ended May 31, 
   2023   2022 (Audited) 
Net cash provided by/(used in) operating activities   541,233    (17,047,129)
Net cash (used in)/provided by investing activities   (1,614,513)   187,610 
Net cash provided by financing activities   1,392,188    16,838,474 
Effect of exchange rate changes on cash and cash equivalents   (15,438)   (5,256)
Net increase in cash and cash equivalents   303,470    (26,301)
Cash and cash equivalents at the beginning of period   108,787    135,088 
Cash and cash equivalents at the end of period   412,257    108,787 

 

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3. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”).

 

The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company incurred net loss of $6,783,522 during the year ended May 31, 2023. As of May 31, 2023, the Company had total deficit of $23,887,645 and had net cash provided by operating activities of $102,130. The Company incurred net loss of $6,894,883 during the year ended May 31, 2022. As of May 31, 2022, the Company had total deficit of $18,433,688 and had net cash used in operating activities of $17,094,189.

 

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.

 

Method of accounting

 

Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States of America. The Company maintains its general ledger and journals with the accrual method accounting.

 

Use of estimates

 

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

 

Business Combination and Non-controlling Interests

 

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 will acquire 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, SVMB will hold a total of 200,000,000 issued and outstanding shares of Intellegence. Zhang Guowei is the sole director of Intellegence Parking Group Limited.

 

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SVMB and Intellegence consolidated the financial statements through common control. As a result, the Company measured the recognized assets and liabilities combined at their historical cost at the acquisition date. The difference between consideration paid and assets and liabilities received are presented as a component of equity and additional paid-in-capital.

 

Zhejiang Jingbo Ecological Technology and Hangzhou Zhuyi, Linglingyi, Lingshan, Anping, Haikou, Yibin, Xide Tongpo and Taining consolidated the financial statements through acquisition.

 

Jingbo accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 — “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by Jingbo and equity instruments issued by Jingbo. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive loss.

 

In a business combination achieved in stages, Jingbo re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated statements of comprehensive loss.

 

The consolidated financial statements include the financial statements of Jingbo its subsidiaries, the VIEs and VIE’s subsidiaries for which the Company is considered the ultimate primary beneficiary for accounting purposes.

 

A subsidiary is an entity in which the Company directly or indirectly controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of notes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

 

A VIE is an entity in which the Company’s subsidiary, through contractual agreements, has the power to direct activities of the VIEs that most significantly impact their economic performance, and has the right to receive economic benefits from the VIEs that could potentially be significant to them, and therefore the Company is considered the ultimate primary beneficiary of the entity for accounting purposes.

 

All transactions and balances among the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. The results of subsidiaries and VIEs acquired or disposed of during the year are recorded in the consolidated statements of comprehensive loss from the effective dates of acquisition or up to the effective dates of disposal, as appropriate.

 

Segment Reporting

 

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as certain members of the Company’s management team, including the chief executive officer (“CEO”).

 

The Company has organized operations into three different areas: (1) parking fee, (2) sales of parking lot equipment, and (3) other services. As the parking fee and sales of parking lot equipment are of the same nature, CODM accesses that there is only one operating segment which is car parking income.

 

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Cash and cash equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less, and unencumbered bank deposits to be cash equivalents.

 

Accounts receivables

 

Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An expected credit loss is made when collection of the full amount is no longer probable. Bad debts are written off against expected credit loss allowances.

 

Inventories

 

Inventories solely consist of consumable parts for sales are stated at the lower of cost or market value. Consumable parts for sales costs include: materials, direct labor, inbound shipping costs, and allocated overhead. The Company applies the weighted average cost method to its inventory.

 

Plant and Equipment

 

An item of plant and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any).

 

The cost of an item of plant and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period.

 

The cost of replacing part of plant and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred.

 

Depreciation is provided over their estimated useful lives, using the straight-line method. The estimated useful lives of the plant and equipment are as follows:

 

Furniture, fixtures and office equipment   3-5 years 
Building   20 years 
Vehicles   4-5 years 
Project facilities   2-5 years 

 

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.

 

Impairment of long-lived assets

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of plant and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated discounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected discounted cash flow is less than the carrying amount of the assets, the Company would recognize impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended May 31, 2023 and 2022.

 

33

 

 

Statutory reserves

 

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital.

 

Leases

 

Leases are classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease if any of the following conditions exists: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the asset’s estimated remaining economic life, or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date.

 

All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company utilizes a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

 

The Company reviews its lease for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of lease; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of lease in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the lease to the estimated discounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected discounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets

 

Value added tax (“VAT”)

 

The Company is subject to value-added tax (“VAT”) for providing services and sales of products. Revenue from providing services and sales of products is generally subject to VAT at applicable tax rates, and subsequently paid to PRC tax authorities after netting input VAT on purchases. The excess of output VAT over input VAT is reflected in accrued expenses and other payables. The Company reports revenue net of PRC’s VAT for all the periods presented in the Consolidated Statements of Operations and Comprehensive Loss.

 

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.

 

    05312023    05312022 
Year end RMB: US$ exchange rate   7.1100    6.6624 
Annual average RMB: US$ exchange rate   6.9185    6.4310 

 

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

 

34

 

 

Income recognition

 

Recognition of Revenue

 

Revenue is reported net of business taxes and VAT. The Company’s main income is from parking fee.

 

Revenue is recognized when services are rendered. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount:

 

(i) identification of the services in the contract;

 

(ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

 

For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

 

Other Income and other expenses

 

Other income and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements.

 

Advertising

 

All advertising costs are expensed as incurred.

 

Research and development

 

All research and development costs are expensed as incurred.

 

Retirement benefits

 

Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as part of overhead.

 

35

 

 

Income taxes

 

Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods.

 

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

 

The Company accounts for uncertain tax positions by reporting a liability for uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses.

 

Comprehensive income

 

The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders.

 

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.

 

Financial instruments

 

The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

  Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.
  Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
  Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

 

36

 

 

Commitments and contingencies

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The adoption does not have a significant impact on the Company’s financial statements.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

 

In November 2016, the FASB issued guidance, which addresses the presentation of restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

In October 2016, the FASB issued guidance, which amends the existing accounting for Intra-Entity Transfers of Assets Other Than Inventory. The guidance requires an entity to recognize the income tax consequences of intra-entity transfers, other than inventory, when the transfer occurs. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

In August 2016, the FASB issued guidance, which amends the existing accounting standards for the classification of certain cash receipts and cash payments on the statement of cash flows. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

In January 2016, the FASB issued guidance, which amends the existing accounting standards for the recognition and measurement of financial assets and financial liabilities. The updated guidance primarily addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

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

 

   May 31, 2023   May 31, 2022 
Prepayment   591,277    2,382,151 
Prepayment for rental (a)   438,256    492,620 
Deposit   366,478    653,538 
Loan receivable (b)   342,882    2,067,575 
Advances to employees   125,508    421,501 
Other   157,164    212,062 
VAT   39    100,243 
TOTAL   2,021,604    6,329,690 

 

  (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 May 31, 2023.
     
  (b) Loan receivables are loans borrow to third parties. All loans are interest free and will be repaid on demand.
37

 

 

6. Property and Equipment

 

   Furniture, fixtures and office equipment   Building   Vehicles   Project Facilities   Construction in progress   Total 
Cost                        
At May 31,2022   1,039,335    4,502,229    98,523    3,310,905    363,367    9,314,359 
Additions during the year   52,184    224,289    31,747    423,639    3,070,025    3,801,884 
Disposals during the year   (64,146)   -    -    (488,218)   (2,420,288)   (2,972,652)
Effects of currency translation   (65,102)   (289,453)   (7,058)   (206,680)   (40,374)   (608,667)
At May 31,2023   962,271    4,437,065    123,212    3,039,646    972,730    9,534,924 
                               
Accumulated depreciation                              
At May 31,2022   826,668    384,736    74,237    1,072,319    -    2,357,960 
Depreciation during the year   170,668    225,509    38,397    453,284    -    887,858 
Disposals during the year   (38,773)   -    -    (84,931)   -    (123,704)
Effects of currency translation   (55,589)   (30,293)   (5,707)   (77,424)   -    (169,013)
At May 31,2023   902,974    579,952    106,927    1,363,248    -    2,953,101 
                               
Net book value                              
At May 31,2022   212,667    4,117,493    24,286    2,238,586    363,367    6,956,399 
At May 31,2023   59,297    3,857,113    16,285    1,676,398    972,730    6,581,823 

 

(a) Address of the building is Building B8, China Zhigu Fuchun, Yinhu Village, Shoujiang town, Fuyang District, China

 

7. Intangible Assets

 

Cost    
At May 31,2022   16,100 
Additions during the year   13,443 
Disposals during the year   - 
Effects of currency translation   (1,014)
At May 31,2023   28,529 
Accumulated depreciation     
At May 31,2022   2,818 
Depreciation during the year   10,245 
Disposals during the year   - 
Effects of currency translation   (77)
At May 31,2023   12,986 
Net book value     
At May 31,2022   13,282 
At May 31,2023   15,543 

 

 

38

 

 

8. Right-of-use Assets

 

   $ 
Cost     
At May 31, 2022   2,218,295 
Additions during the year   39,995 
Write-off during the year   - 
Effects of currency translation   (99,645)
At May 31, 2023   2,118,650 
      
Accumulated depreciation     
At May 31,2022   1,271,999 
Depreciation during the year   649,538 
Write-off during the year   - 
Effects of currency translation   (80,071)
At May 31, 2023   1,841,466 
      
Net book value     
At May 31, 2022   946,296 
At May 31, 2023   277,184 

 

Right of use assets consisted of 16 contracts renting offices, warehouses and parking lots. Contracted terms ranged between two and eight years with the earliest start date being January 8, 2019.

 

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 May 31, 2023.

 

10. Other payables and Accruals

 

   May 31, 2023   May 31, 2022 
   $   $ 
Accrued payroll and welfare payables   338,657    283,082 
Deposit   27,194    9,891 
Loans payable   344,585    507,388 
Advanced to employees   70,305    75,048 
Other (a)   520,883    752,323 
Total   1,301,624    1,627,732 

 

  (a) Other mainly included collection of parking fees on behalf of a third party.

 

39

 

 

11. Related Party Transactions

 

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

 

At May 31, 2023 and May 31, 2022, the Company owned funds from the following related parties:

 

   May 31.2023   May 31.2022   Relationship
            
Intellegence Triumph Holdings Limited   5,000    5,000   Former shareholder
Virtue Victory Holdings Limited   5,200    5,200   Former shareholder
Strength Union Holdings Limited   5,800    5,800   Former shareholder

 

At May 31, 2023 and May 31, 2022, the Company owed funds to the following related parties:

 

   May 31, 2023   May 31.2022   Relationship
            
Guowei Zhang   1,056,221    394,077   President of the Company
Xinxin Chen   1,500    -   Former shareholder
Shaoxing Keqiao Zhuyi Technology Co., Ltd   32,740,623    -   An entity controlled by a shareholder
Beijing Zhibo Innovation Technology Co., Ltd.   -    33,211,152   An entity which Guowei Zhang is a major shareholder

 

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

 

During the year ended May 31, 2023, the Company borrowed from related parties of $713,753 and made repayments to related parties of $16,552. During the year ended May 31, 2022, the Company borrowed from related parties of $11,814,399 and made repayments to related parties of $1,373,587.

 

As of May 31, 2022, the outstanding balance of long-term loans was RMB 221,267,008.77 (USD$33,211,152). It consisted of two loans related to Beijing Zhibo Innovation Technology Co., Ltd (“Zhibo”). The Company entered into a three year loan 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 other contract was a two-year interest-free agreement signed on September 1st, 2020 at which date the contracted commenced. Principle was RMB 22,000,000 (USD$3,302,098). As of May 31, 2022, outstanding balances of the first and second loans were RMB 201,909,728.77 (USD$30,305,855) and RMB 19,357,280 (USD$2,905,297), respectively.

 

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.

 

40

 

 

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.

 

41

 

 

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 

 

12. 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)

 

   May 31, 2023   May 31, 2022 
    $    $ 
Loss before tax   (6,783,299)   (6,894,883)
Tax credit calculated at statutory tax rate   (1,695,825)   (1,723,721)
Effect of different tax rates   17,832    1,721 
Deferred tax asset not recognized during the year   1,678,216    1,722,000 
Income tax expenses   223    - 

 

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 recognised in respect of these items because it is not probable that future taxable profits will be available against which the Company can utilise the benefits.

 

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets.

 

13. Long-term Borrowings

 

As of May 31, 2022, the outstanding balance of long-term loans was RMB 221,267,008.77 (USD$33,211,152). It consisted of two loans related to Beijing Zhibo Innovation Technology Co., Ltd (“Zhibo”). The Company entered into a three year loan 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 other contract was a two-year interest-free agreement signed on September 1st, 2020 at which date the contracted commenced. Principle was RMB 22,000,000 (USD$3,302,098). As of May 31, 2022, outstanding balances of the first and second loans were RMB 201,909,728.77 (USD$30,305,855) and RMB 19,357,280 (USD$2,905,297), respectively.

 

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.

 

42

 

 

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 

 

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 16 agreements for renting offices, warehouses and parking lots. As of May 31, 2023, the Company has $277,184 of right-of-use assets, $126,659 in current operating lease liabilities and $121,555 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:

 

   As of May 31, 2023   As of May 31, 2022 
    $    $ 
Within 1 year   136,710    658,774 
After 1 year but within 5 years   127,793    321,294 
Total lease payments   264,503    980,068 
           
Less: imputed interest   (16,289)   (42,520)
Total lease obligations   248,214    937,548 
Less: current obligations   (126,659)   (637,110)
Long-term lease obligations   121,555    300,438 

 

15. Non-controlling interests (NCI)

 

Non-controlling interests (“NCI”) represent the portion of net assets in consolidated entities that are not owned by the Company.

 

The following table represent the non-controlling ownership interests and non-controlling interest balances reported in stockholder’s equity as of May 31, 2023 and 2022 respectively.

 

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   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
   Liangshan   Yibin   Xide   Taining   Anping   Total 
   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
NCI ownership interest   33%   33%   20%   20%   33%   33%   28%   28%   10%   10%          
NCI balances   (864,174)   (572,223)   (19,951)   (16,157)   (64,157)   (12,186)   (66,755)   (25,911)   (1,526)   (174)   (1,016,563)   (626,651)

 

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

 

   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
   Liangshan   Yibin   Xide   Taining   Anping   Total 
   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
Non-current assets   391,073    708,532    -    -    49,521    68,075    153,693    230,103    -    89,143    594,287    1,095,853 
Current assets   102,279    578,305    1,617    2,231    9,276    11,287    23,567    23,313    1    103,544    136,740    718,680 
Current liabilities   (748,450)   (563,582)   (86,863)   (78,897)   (238,248)   (113,808)   (91,047)   (37,110)   -    (117,146)   (1,164,608)   (910,543)
Non-current liabilities   (60,039)   (127,000)   -    -    -    -    (6,551)   (20,787)   -    (11,022)   (66,590)   (158,809)
Net assets   (315,137)   596,255    (85,246)   (76,666)   (179,451)   (34,446)   79,662    195,519    1    64,519    (500,171)   745,181 

 

   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
   Liangshan   Yibin   Xide   Taining   Anping   Total 
   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
Net Assets   (315,137)   596,255    (85,246)   (76,666)   (179,451)   (34,446)   79,662    195,519    1    64,519    (500,171)   745,181 
Less: Zhuyi capital and additional paid-in capital   (2,101,930)   (2,101,930)   -    -    -    -    (310,895)   (303,483)   (16,551)   (65,935)   (2,429,376)   (2,471,348)
Less: OCI   (100,820)   (114,166)   (7,255)   (2,060)   (7,482)   (1,240)   (3,589)   7,713    646    (162)   (118,500)   (109,915)
Accumulated Deficits   (2,517,887)   (1,619,841)   (92,501)   (78,726)   (186,933)   (35,686)   (234,822)   (100,251)   (15,904)   (1,578)   (3,048,047)   (1,836,082)
Accumulated Deficits attributable to NCI   (830,903)   (534,548)   (18,500)   (15,745)   (61,688)   (11,777)   (65,750)   (28,071)   (1,590)   (158)   (978,431)   (590,299)
Plus: OCI attributable to NCI   (33,271)   (37,675)   (1,451)   (412)   (2,469)   (409)   (1,005)   2,160    64    (16)   (38,132)   (36,352)
NCI balances   (864,174)   (572,223)   (19,951)   (16,157)   (64,157)   (12,186)   (66,755)   (25,911)   (1,526)   (174)   (1,016,563)   (626,651)

 

44

 

 

16. 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 year ended May 31, 2023 and 2022 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.

 

17. Quantitative and Qualitative Disclosure about Market Risks

 

  A. Credit risk
     
    The Company’s deposits are with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss if the banks become insolvent.
     
   

Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC. The credit risk with respect to account receivables is mitigated by credit control policies we carry out with respect to our customers and our ongoing monitoring process of outstanding balances.

     
  B. Economic and political risks
     
    The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.
     
    The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.
     
  C. Interest risk
     
    The Company is subject to interest rate risk when long term loans become due and require refinancing.
     
  D. Sensitivity analysis
     
    The long-term loans are free of interest for the first 32 months however if interest were to charge at an annual rate of 4%, interest expense would be $1.3 million per year. The Company adopts 4% as an annual interest rate based on the China LPR announced on May 22, 2023 with an adjustment to loan terms. If interest rate increases or decreases by 10%, it could lead to an increase or decrease in interest expense of $32,371 per year.

 

18. Significant Events

 

By the end of May 31, 2023, the Company has entered into four contracts with four agents allowing them to use our software application to parking lots in the cities that are specified in the contracts for collecting parking fees. Royalty fees will be charged to these agents. The manual of the application was delivered to these agents in June, 2023. The Company expects to receive royalty fee from the third quarter.

 

19. Subsequent Events

 

The Company has performed an evaluation of subsequent events through October 2, 2023, which was the date of the issuance of the consolidated financial statements, and determined that no events would have required adjustment or disclosure in the consolidated financial statements other than that discussed above.

 

20. Comparative figure

 

SVMB consolidated financial statements for the year ended May 31, 2022 are not audited. Figures consolidated up to Zhejiang Jingbo Ecological Technology Co. have been audited which have been marked as audited in the Summary of financial information of the Group’s VIEs (inclusive of VIE’s subsidiaries) under the Variable Interest Entities section. There is no significant difference between Zhejiang Jingbo Ecological Technology Co.’s audited figures and SVMB’s pro-forma figures.

 

45

 

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

 

Item 8. Financial Statements and Supplementary Data.

 

See above.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes- Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal controls over financial reporting were not effective as of May 31,2023.

 

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: ( 1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the review of our financial statements as of May 31, 2023 and communicated the matters to our management.

 

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.

 

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

 

46

 

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

 

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a- 15 or 15d- 15 under the Exchange Act that occurred during the small business issuer’s last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

Changes in Internal Control over Financial Reporting

 

There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a- 15(f) or 15d- 15(f) under the Exchange Act) during the fiscal year ended May 31, 2023.

 

Item 9B. Other Information.

 

None.

 

47

 

 

PART III

 

Item 10. Directors and Executive Officers, Promoters and Control Persons

 

Zhang Guowei was appointed Chairman of the Board and the sole officer and director of SVMB on June 8, 2022. Guowei Zhang is the current Chief Executive Officer of Intellegence.

 

Name   Age   Position(s)
Guowei Zhang#   42   CEO, CFO and Director
Hongwei Li#   36   Director
Xiujuan Chen#   49   Director
Chuchu Zhang#   26   Director

 

# Appointed on January 5, 2023

 

Guowei Zhang, age 42, Chief Executive Officer, Chief Financial Officer, and Director, has been an officer at Hangzhou Zhuyi Technology Co. since May 2017. Zhang Guowei has been the Chairman of Zhejiang Jingbo Ecological Technology Co. since December 2019. 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 attended Zhejiang Open University.

 

In 2017, Mr Zhang founded Hangzhou Zhuyi Technology Co. He invested to develop smart parking APP – Any-e Park and organized numerous parking lots based on the need of the APP’s scenarios together with shareholders and partners. In order to meet the requirements of parking lots, he developed an intelligent management system, an unattended system, and a charging system for parking lots. Since Any e-Park needs more information and data of urban public parking lots, he also led the development of the urban smart parking cloud platform to meet the data needs of city managers for urban public parking lots. In the process of upgrading the intelligent parking lots and expanding the operation business, a series of intelligent parking software and hardware products have been developed successively, and various profit models have been formulated for the development of the company. Later, Zhang founded Jingbo Ecological Technology Co.

 

Hongwei Li, age 36, Director, has been the supply chain manager of Zhejiang Renlv World Technology Development Co. since 2017 and is familiar with the supply chain process and e-commerce procurement. He has the strong capabilities of supply chain management, team management, and business development.

 

Xiujuan Chen, age 49, Director, has been the Operating President of Hangzhou Jizhong Ecological Technology Co., Ltd. since 2018.

 

Chuchu Zhang, age 26, Director, graduated from the University of Sheffield with a master’s degree in management. After graduation, she started served as the general manager of Zhonggu Zongguan Business Development (Hangzhou) Co., Ltd. in September 2020. She is responsible for project planning, on-site coordination, and tracking of delivery issues.

 

Director Independence

 

None of our directors qualified as an “independent director” under the rules of NASDAQ, Marketplace Rule 4200(a).

 

Nominating Committee

 

We do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee.

 

Audit Committee

 

We do not presently have an audit committee. Our Board of Directors currently acts as our nominating committee.

 

Involvement in Legal Proceedings

 

To our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.

 

48

 

 

Potential Conflicts of Interest

 

We are not aware of any current or potential conflicts of interest with Mr. Ma, other business interests and his involvement with SavMobi Technology Inc.

 

Item 11. Executive Compensation.

 

Summary Compensation Table

 

SavMobi Technology Inc. has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

 

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception (March 6, 2015) through May 31, 2023.

 

Executive Compensation

 

The table below sets forth the positions and compensations for the sole officer and director of SVMB for the year ended May 31, 2023, and for the officers and directors of Intellegence from inception through May 31, 2023. All those active directors listed below were appointed on January 5, 2022.

 

Position  Name of Directors  Year   Salary before tax   Bonus   All other compensation   Total 
                        
Chief Executive Officer and Chairman  Guowei Zhang   2023   $12,977   $   0   $       0   $   0 
       2022   $15,691   $0   $0   $0 
Director  Hongwei Li   2023   $0   $0   $0   $0 
       2022   $0   $0   $0   $0 
Director  Chuchu Zhang   2023   $0   $0   $0   $0 
       2022   $0   $0   $0   $0 
Director  Xiujuan Chen   2023   $0   $0   $0   $0 
       2022   $0   $0   $0   $0 

Former Sole

Officer and

  Ma Hongyu   2023   $0   $0   $0   $0 
Director      2022   $0   $0   $0   $0 

 

Outstanding Equity Awards at Fiscal Year End

 

None of our executive officers received any equity awards, including, options, restricted awards stock, performance or other equity incentives during the fiscal year ended May 31, 2023 and May 31, 2022.

 

Employment Contracts

 

The Company has not entered into any employment agreements with its officer and director.

 

Stock Awards Plan

 

The Company has not adopted a Stock Awards Plan but may do so in the future. The terms of any such plan have not been determined.

 

49

 

 

Director Compensation

 

The Board of Directors of the Company has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. SavMobi Technology Inc. may develop an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

 

No fees have been paid to directors of the Company to date.

 

Board Committees

 

We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth certain information with respect to the beneficial ownership of our voting securities following the completion of the Reverse Merger described in Items 1.01 of this report by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all executive officers and directors as a group as of May 31, 2023.

 

Name  Number of Shares of Common Stock   Percentage   Address
Guowei Zhang   200,000,000    18.83%  Building B8, China Zhigu, Yinhu Street, Fuyang District, Hangzhou, Zhejiang, China
Hongwei Li   290,000,000    27.31%  Building C1, China Zhigu, Yinhu Street, Fuyang District, Hangzhou, Zhejiang, China
Chuchu Zhang   260,000,000    24.48%  Room 1704, Unit 2, Building C-14, Zhonghai Huanyutianxia, Qianmo Road, Xixing Street, Binjiang District, Hangzhou City, Zhejiang Province
Xiujuan Chen   250,000,000    23.54%  No. 1129, Yunji Road, Keqiao, Shaoxing, Zhejiang
(All officers and directors as a group (4 people))   1,000,000,000    94.17%   

 

There are no other officer or director 5 % shareholders.

 

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 1,061,900,000 shares of common stock to be outstanding.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Except as set forth below, we had not entered into any transactions with our officers or directors, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

 

50

 

 

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

 

At May 31, 2023 and May 31, 2022, the Company owned funds from the following related parties:

 

   May 31.2023   May 31.2022   Relationship
            
Intellegence Triumph Holdings Limited   5,000    5,000   Former shareholder
Virtue Victory Holdings Limited   5,200    5,200   Former shareholder
Strength Union Holdings Limited   5,800    5,800   Former shareholder

 

At May 31, 2023 and May 31, 2022, the Company owed funds to the following related parties:

 

   May 31, 2023   May 31.2022   Relationship
            
Guowei Zhang   1,056,221    394,077   President of the Company
Xinxin Chen   1,500    -   Former shareholder
Shaoxing Keqiao Zhuyi Technology Co., Ltd   32,740,623    -   An entity controlled by a shareholder
Beijing Zhibo Innovation Technology Co., Ltd.   -    33,211,152   An entity which Guowei Zhang is a major shareholder

 

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

 

During the year ended May 31, 2023, the Company borrowed from related parties of $713,753 and made repayments to related parties of $16,552. During the year ended May 31, 2022, the Company borrowed from related parties of $11,814,399 and made repayments to related parties of $1,373,587.

 

As of May 31, 2022, the outstanding balance of long-term loans was RMB 221,267,008.77 (USD$33,211,152). It consisted of two loans related to Beijing Zhibo Innovation Technology Co., Ltd (“Zhibo”). The Company entered into a three year loan 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 other contract was a two-year interest-free agreement signed on September 1st, 2020 at which date the contracted commenced. Principle was RMB 22,000,000 (USD$3,302,098). As of May 31, 2022, outstanding balances of the first and second loans were RMB 201,909,728.77 (USD$30,305,855) and RMB 19,357,280 (USD$2,905,297), respectively.

 

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.

 

51

 

 

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.

 

52

 

 

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 

 

Item 14. Principal Accountant Fees and Services.

 

Fees paid to Auditors

 

Audit Fees

 

During fiscal years ended May 31, 2023 and 2022, we incurred approximately $120,000 and $14,000, respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of our May 31, 2023 and 2022 financial statements and for the reviews of our financial statements for the quarters ended during such periods.

 

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

 

We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm.

 

53

 

 

PART IV

 

Item 15. Exhibit and Financial Statement Schedules.

 

Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.

 

EXHIBIT INDEX

 

31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and 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.

 

Item 16. Form 10–K Summary.

 

As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

 

54

 

 

SIGNATURES

 

Purusant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SAVMOBI TECHNOLOGY, INC.
     
Dated: October 2, 2023 By: /s/ Zhang Guowei
  Name: Zhang Guowei
  Title:

President, Chief Executive Officer, Chief

Financial Officer and Secretary and Director

(Principal Executive, Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

 

Dated: October 2, 2023 By: /s/ Zhang Guowei
  Name: Zhang Guowei
  Title:

President, Chief Executive Officer, Chief

Financial Officer and Secretary and as a director

(Principal Executive, Financial and Accounting Officer)

 

55

 

EXHIBIT 31.1

 

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Zhang Guowei, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Savmobi Technology, Inc. (the “Registrant”):
   
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(s) 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 Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the Registrant and have:

 

  a) Designed such disclosure controls and procedures or caused such disclosure 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 control over financial reporting, or caused such internal control over financial reporting 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 Registrant’s 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 Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) 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(s) 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 the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control 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.

 

Dated: October 2, 2023 By: /s/ Zhang Guowei
    Zhang Guowei
   

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Accounting 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 Annual Report of Savmobi Technology, Inc. (the “Company”) on Form 10-K for the year ended May 31, 2023 (the “Report”), I, Zhang Guowei, Chief Executive Officer of the Company, hereby 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 Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: October 2, 2023 By: /s/ Zhang Guowei
    Zhang Guowei
   

Chief Executive Officer

(Principal 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 Annual Report of Savmobi Technology, Inc. (the “Company”) on Form 10-K for the year ended May 31, 2023 (the “Report”), I, Zhang Guowei, Chief Financial Officer of the Company, hereby 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 Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: October 2, 2023 By: /s/ Zhang Guowei
    Zhang Guowei
   

Chief Financial Officer

(Principal Accounting Officer)

 

 

 

v3.23.3
Cover - USD ($)
12 Months Ended
May 31, 2023
Oct. 02, 2023
Nov. 30, 2022
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date May 31, 2023    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2023    
Current Fiscal Year End Date --05-31    
Entity File Number 000-56570    
Entity Registrant Name Savmobi 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    
Entity Address, Address Line Two China Zhigu    
Entity Address, Address Line Three Yinhu Street, Fuyang District    
Entity Address, City or Town Hangzhou, Zhejiang    
Entity Address, Country CN    
City Area Code +86    
Local Phone Number 57187197085    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
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 true    
Entity Public Float     $ 3,150,000
Entity Common Stock, Shares Outstanding   1,061,900,000  
Documents Incorporated by Reference [Text Block] None    
Document Financial Statement Error Correction [Flag] false    
Auditor Name Pan-China Singapore PAC    
Auditor Firm ID 6255    
Auditor Location Singapore    
v3.23.3
Consolidated Balance Sheets
May 31, 2023
USD ($)
May 31, 2022
USD ($)
Current assets    
Cash and cash equivalents $ 483,705 $ 106,542
Restricted cash 10,273 2,245
Accounts receivable 409,380 355,598
Inventories 177,034 78,995
Amount due from related parties 16,000 16,000
Prepaid expenses and other current assets 2,021,604 6,329,690
Total current assets 3,117,996 6,889,070
Non-current assets    
Plant and equipment, net 6,581,823 6,956,399
Intangible assets, net 15,543 13,282
Right-of-use assets 277,184 946,296
Other non-current assets 2,884,090 3,552,736
Total non-current assets 9,758,640 11,468,713
Total Assets 12,876,636 18,357,783
Current liabilities    
Accounts payables 775,293 585,134
Advances from customers 622,069 20,400
Other current payables 1,301,624 1,627,733
Taxes payable 18,737 19,427
Amounts due to related parties 1,057,721 390,077
Operating lease liabilities, current 126,659 637,110
Total current liabilities 3,902,103 3,279,881
Non-current liabilities    
Long-term loan 32,740,623 33,211,152
Operating lease liabilities 121,555 300,438
Total non-current liabilities 32,862,178 33,511,590
Total Liabilities 36,764,281 36,791,471
Stockholders’ (Deficit) Equity    
Common stock ($0.001 par value, 10,000,000,000 and 75,000,000 shares authorized, 1,061,900,000 and 61,900,000 share issued and outstanding as of May 31, 2023 and 2022, respectively) 1,061,900 61,900
Additional paid-in capital 8,474,336 9,474,336
Accumulated deficit (32,751,349) (26,355,961)
Accumulated other comprehensive income 344,031 (987,312)
Non-controlling interest (1,016,563) (626,651)
Total (Deficit) Equity (23,887,645) (18,433,688)
Total Liabilities and (Deficit) Equity $ 12,876,636 $ 18,357,783
v3.23.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
May 31, 2023
May 31, 2022
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 10,000,000,000 75,000,000
Common stock, shares issued 1,061,900,000 61,900,000
Common stock, shares outstanding 1,061,900,000 61,900,000
v3.23.3
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
12 Months Ended
May 31, 2023
May 31, 2022
Income Statement [Abstract]    
Net revenues $ 3,723,088 $ 3,563,527
Cost of revenues (4,132,481) (4,571,107)
Gross loss (409,393) (1,007,580)
Operating expenses:    
Tax and surcharges (24,201) (11,623)
Selling and marketing expenses (456,023) (864,011)
General and administrative expenses (4,481,871) (3,537,855)
Research and development expenses (396,849) (723,668)
Impairment losses (922,434) (802,773)
Total operating expenses (6,281,378) (5,939,930)
Operating income/(loss) (6,690,771) (6,947,510)
Other income (expenses):    
Interest income 440 2,641
Other income/(expense) (92,968) 49,986
Total other income and (expenses) (92,528) 52,627
Loss before taxes from operations (6,783,299) (6,894,883)
Provision for income taxes (223)
Net Loss (6,783,522) (6,894,883)
Other comprehensive income:    
Foreign currency translation income 1,329,565 903,470
Total comprehensive loss (5,453,957) (5,991,413)
Net loss attributable to :    
Owners of the Company (6,395,388) (6,627,894)
Non-controlling interest (388,134) (266,989)
Total comprehensive loss attributable to:    
Owners of the Company (5,064,045) (5,736,843)
Non-controlling interest $ (389,912) $ (254,570)
Loss per common share:    
Earnings per share, basic $ 0.01 $ 0.11
Earnings per share, diluted $ 0.01 $ 0.11
Weighted Average Number of Common Share Outstanding:    
Weighted average number of shares outstanding, basic 467,379,452 61,900,000
Weighted average number of shares outstanding, diluted 467,379,452 61,900,000
v3.23.3
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
Common Stock [Member]
Contributed Capital [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Comprehensive Income [Member]
Parent [Member]
Noncontrolling Interest [Member]
Total
Balance at, May 31,2022 at May. 31, 2021 $ 61,900 $ 2,409,659 $ 114,197 $ (19,728,067) $ (1,878,363) $ (19,020,674) $ (372,081) $ (19,392,755)
Balance, shares at May. 31, 2021 61,900,000              
Net income (6,627,894) (6,627,894) (266,989) (6,894,883)
Additional paid-in capital (2,409,659) (2,409,659) (2,409,659)
Foreign currency translation adjustments 891,051 891,051 12,419 903,470
Capital contribution 9,360,139 9,360,139 9,360,139
Balance at, May 31, 2023 at May. 31, 2022 $ 61,900 9,474,336 (26,355,961) (987,312) (17,807,037) (626,651) (18,433,688)
Balance, shares at May. 31, 2022 61,900,000              
Net income (6,395,388) (6,395,388) (388,134) (6,783,522)
Foreign currency translation adjustments 1,331,343 1,331,343 (1,778) 1,329,565
Reverse merge $ 1,000,000 (1,000,000)
Stock repurchased during period, shares 1,000,000,000              
Balance at, May 31, 2023 at May. 31, 2023 $ 1,061,900 $ 8,474,336 $ (32,751,349) $ 344,031 $ (22,871,082) $ (1,016,563) $ (23,887,645)
Balance, shares at May. 31, 2023 1,061,900.000              
v3.23.3
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
May 31, 2023
May 31, 2022
Statement of Cash Flows [Abstract]    
Net loss $ (6,783,522) $ (6,894,883)
Adjustments to reconcile net income to net cash provided by operating activities    
Depreciation and amortization 932,799 1,492,926
Depreciation of right-of-use assets 626,416 688,470
Bad debt expense 922,434
Changes in operating assets and liabilities    
Accounts receivable (972,009) (233,293)
Inventories (110,368) (21,616)
Prepaid expenses and other current assets 3,992,099 (5,213,847)
Other non-current assets 423,013 480,485
accounts payable and other current liabilities 1,071,268 (7,392,431)
Net cash provided by/(used in) operating activities 102,130 (17,094,189)
Cash flows from investing activities    
Loan receivable 2,067,575
Prepaid for right-of-use assets (647,763) (285,067)
Proceeds from sale of property and equipment 2,848,949 938,482
Purchase of property and equipment (3,801,885) (2,554,572)
Purchase of long-term investment (20,000)
Purchase of intangible assets (13,814)
Proceed from sale of intangible assets 21,192
Net cash (used in)/provided by investing activities (1,614,513) 167,610
Cash flows from financing activities    
Amount due to related party 697,201 (95,159)
Repayments of short-term borrowings (186,596)
Proceeds from long-term loan 1,814,559 10,166,910
Repayments of long-term borrowings (598,748)
Proceeds from paid in capital 7,019,564
Net cash provided by financing activities 1,913,012 16,904,719
Effect of exchange rate changes on cash and cash equivalents (15,438) (5,256)
Net increase/(decrease) of cash and cash equivalents 385,191 (27,116)
Cash and cash equivalents–beginning of year 108,787 135,903
Cash and cash equivalents–end of year 493,978 108,787
Supplementary cash flow information:    
Interest received $ 440 $ 2,641
v3.23.3
Organization and Principal Activities
12 Months Ended
May 31, 2023
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.

 

 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%

 

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 will acquire 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, SVMB will hold 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. between November 15 and 11, 2022, the Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.

 

The Company consolidated its financial statements due to common control.

 

The Company’s major subsidiaries, VIEs and VIE’s subsidiaries are described as follows:

 

 

Companies  Country/Place and date of incorporation/establishment  Percentage of direct or indirect economic benefits ownership 
      May 31, 
      2023   2022 
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%

 

v3.23.3
Variable Interest Entities
12 Months Ended
May 31, 2023
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 October 2, 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.

 

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 (“WFOE”s), the VIEs and their respective Nominee Shareholders, each Nominee Shareholder of the VIEs irrevocably undertakes to appoint the WFOE, as the attorney-in-fact to exercise all of the rights as a shareholder of the VIEs, including, but not limited to, the right to convene and attend shareholders’ meeting, vote on any resolution that requires a shareholder vote, such as appoint or remove directors and other senior management, and other voting rights pursuant to the articles of association (subject to the amendments) of the VIEs. Each power of attorney agreement is irrevocable and remains in effect as long as the Nominee Shareholder 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.

 

The consolidated financial statements of the Group’s VIEs have been audited by filing the Form 8-K for the year ended May 31, 2022.

 

 

  

May 31,

2023

  

May 31,

2022 (Audited)

 
   $   $ 
Cash and cash equivalents   401,984    106,542 
Restricted cash   10,273    2,245 
Accounts receivable   409,380    355,598 
Inventories   177,034    78,995 
Prepaid expenses and other current assets   2,045,736    6,353,787 
Plant and equipment, net   6,581,823    6,956,399 
Intangible assets, net   15,543    13,282 
Right-of-use assets   277,184    946,296 
Other non-current assets   2,884,090    3,552,736 
Total Assets   12,803,047    18,365,880 
Accounts payables   749,226    565,067 
Advances from customers   622,069    20,400 
Other current payables   1,300,969    1,627,732 
Taxes payable   18,737    19,427 
Amounts due to related parties   540,897    394,077 
Operating lease liabilities, current   126,659    637,110 
Long-term loan   32,740,623    33,211,152 
Operating lease liabilities   121,555    300,438 
Total Liabilities   36,220,735    36,775,403 
Total (Deficit) Equity of VIEs   (23,417,688)   (18,409,523)
Total Liabilities and (Deficit) Equity of VIEs   12,803,047    18,365,880 

 

  

May 31,

2023

  

May 31,

2022 (Audited)

 
   $   $ 
Net revenues   3,723,088    3,563,527 
Cost of revenues   (4,132,481)   (4,571,107)
Gross loss   (409,393)   (1,007,580)
Total costs and expenses   (5,835,586)   (5,860,705)
Operating income/(loss)   (6,244,979)   (6,868,285)
Total other income and (expenses)   (92,528)   52,627 
Loss before taxes from operations   (6,337,507)   (6,815,658)
Provision for income taxes   (223)   - 
Net loss   (6,337,730)   (6,815,658)
Net loss attributable to VIEs   (5,949,596)   (6,548,669)

 

   2023   2022 (Audited) 
   Year Ended May 31, 
   2023   2022 (Audited) 
Net cash provided by/(used in) operating activities   541,233    (17,047,129)
Net cash (used in)/provided by investing activities   (1,614,513)   187,610 
Net cash provided by financing activities   1,392,188    16,838,474 
Effect of exchange rate changes on cash and cash equivalents   (15,438)   (5,256)
Net increase in cash and cash equivalents   303,470    (26,301)
Cash and cash equivalents at the beginning of period   108,787    135,088 
Cash and cash equivalents at the end of period   412,257    108,787 

 

 

v3.23.3
Summary of Significant Accounting Policies
12 Months Ended
May 31, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”).

 

The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company incurred net loss of $6,783,522 during the year ended May 31, 2023. As of May 31, 2023, the Company had total deficit of $23,887,645 and had net cash provided by operating activities of $102,130. The Company incurred net loss of $6,894,883 during the year ended May 31, 2022. As of May 31, 2022, the Company had total deficit of $18,433,688 and had net cash used in operating activities of $17,094,189.

 

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.

 

Method of accounting

 

Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States of America. The Company maintains its general ledger and journals with the accrual method accounting.

 

Use of estimates

 

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

 

Business Combination and Non-controlling Interests

 

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 will acquire 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, SVMB will hold a total of 200,000,000 issued and outstanding shares of Intellegence. Zhang Guowei is the sole director of Intellegence Parking Group Limited.

 

 

SVMB and Intellegence consolidated the financial statements through common control. As a result, the Company measured the recognized assets and liabilities combined at their historical cost at the acquisition date. The difference between consideration paid and assets and liabilities received are presented as a component of equity and additional paid-in-capital.

 

Zhejiang Jingbo Ecological Technology and Hangzhou Zhuyi, Linglingyi, Lingshan, Anping, Haikou, Yibin, Xide Tongpo and Taining consolidated the financial statements through acquisition.

 

Jingbo accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 — “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by Jingbo and equity instruments issued by Jingbo. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive loss.

 

In a business combination achieved in stages, Jingbo re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated statements of comprehensive loss.

 

The consolidated financial statements include the financial statements of Jingbo its subsidiaries, the VIEs and VIE’s subsidiaries for which the Company is considered the ultimate primary beneficiary for accounting purposes.

 

A subsidiary is an entity in which the Company directly or indirectly controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of notes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

 

A VIE is an entity in which the Company’s subsidiary, through contractual agreements, has the power to direct activities of the VIEs that most significantly impact their economic performance, and has the right to receive economic benefits from the VIEs that could potentially be significant to them, and therefore the Company is considered the ultimate primary beneficiary of the entity for accounting purposes.

 

All transactions and balances among the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. The results of subsidiaries and VIEs acquired or disposed of during the year are recorded in the consolidated statements of comprehensive loss from the effective dates of acquisition or up to the effective dates of disposal, as appropriate.

 

Segment Reporting

 

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as certain members of the Company’s management team, including the chief executive officer (“CEO”).

 

The Company has organized operations into three different areas: (1) parking fee, (2) sales of parking lot equipment, and (3) other services. As the parking fee and sales of parking lot equipment are of the same nature, CODM accesses that there is only one operating segment which is car parking income.

 

 

Cash and cash equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less, and unencumbered bank deposits to be cash equivalents.

 

Accounts receivables

 

Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An expected credit loss is made when collection of the full amount is no longer probable. Bad debts are written off against expected credit loss allowances.

 

Inventories

 

Inventories solely consist of consumable parts for sales are stated at the lower of cost or market value. Consumable parts for sales costs include: materials, direct labor, inbound shipping costs, and allocated overhead. The Company applies the weighted average cost method to its inventory.

 

Plant and Equipment

 

An item of plant and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any).

 

The cost of an item of plant and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period.

 

The cost of replacing part of plant and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred.

 

Depreciation is provided over their estimated useful lives, using the straight-line method. The estimated useful lives of the plant and equipment are as follows:

 

Furniture, fixtures and office equipment   3-5 years 
Building   20 years 
Vehicles   4-5 years 
Project facilities   2-5 years 

 

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.

 

Impairment of long-lived assets

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of plant and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated discounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected discounted cash flow is less than the carrying amount of the assets, the Company would recognize impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended May 31, 2023 and 2022.

 

 

Statutory reserves

 

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital.

 

Leases

 

Leases are classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease if any of the following conditions exists: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the asset’s estimated remaining economic life, or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date.

 

All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company utilizes a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

 

The Company reviews its lease for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of lease; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of lease in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the lease to the estimated discounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected discounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets

 

Value added tax (“VAT”)

 

The Company is subject to value-added tax (“VAT”) for providing services and sales of products. Revenue from providing services and sales of products is generally subject to VAT at applicable tax rates, and subsequently paid to PRC tax authorities after netting input VAT on purchases. The excess of output VAT over input VAT is reflected in accrued expenses and other payables. The Company reports revenue net of PRC’s VAT for all the periods presented in the Consolidated Statements of Operations and Comprehensive Loss.

 

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.

 

    05312023    05312022 
Year end RMB: US$ exchange rate   7.1100    6.6624 
Annual average RMB: US$ exchange rate   6.9185    6.4310 

 

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

 

 

Income recognition

 

Recognition of Revenue

 

Revenue is reported net of business taxes and VAT. The Company’s main income is from parking fee.

 

Revenue is recognized when services are rendered. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount:

 

(i) identification of the services in the contract;

 

(ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

 

For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

 

Other Income and other expenses

 

Other income and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements.

 

Advertising

 

All advertising costs are expensed as incurred.

 

Research and development

 

All research and development costs are expensed as incurred.

 

Retirement benefits

 

Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as part of overhead.

 

 

Income taxes

 

Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods.

 

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

 

The Company accounts for uncertain tax positions by reporting a liability for uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses.

 

Comprehensive income

 

The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders.

 

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.

 

Financial instruments

 

The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

  Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.
  Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
  Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

 

 

Commitments and contingencies

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The adoption does not have a significant impact on the Company’s financial statements.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

 

In November 2016, the FASB issued guidance, which addresses the presentation of restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

In October 2016, the FASB issued guidance, which amends the existing accounting for Intra-Entity Transfers of Assets Other Than Inventory. The guidance requires an entity to recognize the income tax consequences of intra-entity transfers, other than inventory, when the transfer occurs. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

In August 2016, the FASB issued guidance, which amends the existing accounting standards for the classification of certain cash receipts and cash payments on the statement of cash flows. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

In January 2016, the FASB issued guidance, which amends the existing accounting standards for the recognition and measurement of financial assets and financial liabilities. The updated guidance primarily addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

v3.23.3
Trade Receivables
12 Months Ended
May 31, 2023
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.

 

v3.23.3
Prepaid Expenses and Other Current Assets
12 Months Ended
May 31, 2023
Prepaid Expenses And Other Current Assets  
Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

 

   May 31, 2023   May 31, 2022 
Prepayment   591,277    2,382,151 
Prepayment for rental (a)   438,256    492,620 
Deposit   366,478    653,538 
Loan receivable (b)   342,882    2,067,575 
Advances to employees   125,508    421,501 
Other   157,164    212,062 
VAT   39    100,243 
TOTAL   2,021,604    6,329,690 

 

  (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 May 31, 2023.
     
  (b) Loan receivables are loans borrow to third parties. All loans are interest free and will be repaid on demand.

 

v3.23.3
Property and Equipment
12 Months Ended
May 31, 2023
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 May 31,2022   1,039,335    4,502,229    98,523    3,310,905    363,367    9,314,359 
Additions during the year   52,184    224,289    31,747    423,639    3,070,025    3,801,884 
Disposals during the year   (64,146)   -    -    (488,218)   (2,420,288)   (2,972,652)
Effects of currency translation   (65,102)   (289,453)   (7,058)   (206,680)   (40,374)   (608,667)
At May 31,2023   962,271    4,437,065    123,212    3,039,646    972,730    9,534,924 
                               
Accumulated depreciation                              
At May 31,2022   826,668    384,736    74,237    1,072,319    -    2,357,960 
Depreciation during the year   170,668    225,509    38,397    453,284    -    887,858 
Disposals during the year   (38,773)   -    -    (84,931)   -    (123,704)
Effects of currency translation   (55,589)   (30,293)   (5,707)   (77,424)   -    (169,013)
At May 31,2023   902,974    579,952    106,927    1,363,248    -    2,953,101 
                               
Net book value                              
At May 31,2022   212,667    4,117,493    24,286    2,238,586    363,367    6,956,399 
At May 31,2023   59,297    3,857,113    16,285    1,676,398    972,730    6,581,823 

 

(a) Address of the building is Building B8, China Zhigu Fuchun, Yinhu Village, Shoujiang town, Fuyang District, China

 

v3.23.3
Intangible Assets
12 Months Ended
May 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

7. Intangible Assets

 

Cost    
At May 31,2022   16,100 
Additions during the year   13,443 
Disposals during the year   - 
Effects of currency translation   (1,014)
At May 31,2023   28,529 
Accumulated depreciation     
At May 31,2022   2,818 
Depreciation during the year   10,245 
Disposals during the year   - 
Effects of currency translation   (77)
At May 31,2023   12,986 
Net book value     
At May 31,2022   13,282 
At May 31,2023   15,543 

 

 

 

v3.23.3
Right-of-use Assets
12 Months Ended
May 31, 2023
Right-of-use Assets  
Right-of-use Assets

8. Right-of-use Assets

 

   $ 
Cost     
At May 31, 2022   2,218,295 
Additions during the year   39,995 
Write-off during the year   - 
Effects of currency translation   (99,645)
At May 31, 2023   2,118,650 
      
Accumulated depreciation     
At May 31,2022   1,271,999 
Depreciation during the year   649,538 
Write-off during the year   - 
Effects of currency translation   (80,071)
At May 31, 2023   1,841,466 
      
Net book value     
At May 31, 2022   946,296 
At May 31, 2023   277,184 

 

Right of use assets consisted of 16 contracts renting offices, warehouses and parking lots. Contracted terms ranged between two and eight years with the earliest start date being January 8, 2019.

 

v3.23.3
Other non-current assets
12 Months Ended
May 31, 2023
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 May 31, 2023.

 

v3.23.3
Other payables and Accruals
12 Months Ended
May 31, 2023
Payables and Accruals [Abstract]  
Other payables and Accruals

10. Other payables and Accruals

 

   May 31, 2023   May 31, 2022 
   $   $ 
Accrued payroll and welfare payables   338,657    283,082 
Deposit   27,194    9,891 
Loans payable   344,585    507,388 
Advanced to employees   70,305    75,048 
Other (a)   520,883    752,323 
Total   1,301,624    1,627,732 

 

  (a) Other mainly included collection of parking fees on behalf of a third party.

 

 

v3.23.3
Related Party Transactions
12 Months Ended
May 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

11. Related Party Transactions

 

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

 

At May 31, 2023 and May 31, 2022, the Company owned funds from the following related parties:

 

   May 31.2023   May 31.2022   Relationship
            
Intellegence Triumph Holdings Limited   5,000    5,000   Former shareholder
Virtue Victory Holdings Limited   5,200    5,200   Former shareholder
Strength Union Holdings Limited   5,800    5,800   Former shareholder

 

At May 31, 2023 and May 31, 2022, the Company owed funds to the following related parties:

 

   May 31, 2023   May 31.2022   Relationship
            
Guowei Zhang   1,056,221    394,077   President of the Company
Xinxin Chen   1,500    -   Former shareholder
Shaoxing Keqiao Zhuyi Technology Co., Ltd   32,740,623    -   An entity controlled by a shareholder
Beijing Zhibo Innovation Technology Co., Ltd.   -    33,211,152   An entity which Guowei Zhang is a major shareholder

 

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

 

During the year ended May 31, 2023, the Company borrowed from related parties of $713,753 and made repayments to related parties of $16,552. During the year ended May 31, 2022, the Company borrowed from related parties of $11,814,399 and made repayments to related parties of $1,373,587.

 

As of May 31, 2022, the outstanding balance of long-term loans was RMB 221,267,008.77 (USD$33,211,152). It consisted of two loans related to Beijing Zhibo Innovation Technology Co., Ltd (“Zhibo”). The Company entered into a three year loan 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 other contract was a two-year interest-free agreement signed on September 1st, 2020 at which date the contracted commenced. Principle was RMB 22,000,000 (USD$3,302,098). As of May 31, 2022, outstanding balances of the first and second loans were RMB 201,909,728.77 (USD$30,305,855) and RMB 19,357,280 (USD$2,905,297), respectively.

 

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 

 

v3.23.3
Income Taxes
12 Months Ended
May 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes

12. 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)

 

   May 31, 2023   May 31, 2022 
    $    $ 
Loss before tax   (6,783,299)   (6,894,883)
Tax credit calculated at statutory tax rate   (1,695,825)   (1,723,721)
Effect of different tax rates   17,832    1,721 
Deferred tax asset not recognized during the year   1,678,216    1,722,000 
Income tax expenses   223    - 

 

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 recognised in respect of these items because it is not probable that future taxable profits will be available against which the Company can utilise 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.

 

v3.23.3
Long-term Borrowings
12 Months Ended
May 31, 2023
Debt Disclosure [Abstract]  
Long-term Borrowings

13. Long-term Borrowings

 

As of May 31, 2022, the outstanding balance of long-term loans was RMB 221,267,008.77 (USD$33,211,152). It consisted of two loans related to Beijing Zhibo Innovation Technology Co., Ltd (“Zhibo”). The Company entered into a three year loan 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 other contract was a two-year interest-free agreement signed on September 1st, 2020 at which date the contracted commenced. Principle was RMB 22,000,000 (USD$3,302,098). As of May 31, 2022, outstanding balances of the first and second loans were RMB 201,909,728.77 (USD$30,305,855) and RMB 19,357,280 (USD$2,905,297), respectively.

 

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 

 

v3.23.3
Leases
12 Months Ended
May 31, 2023
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 16 agreements for renting offices, warehouses and parking lots. As of May 31, 2023, the Company has $277,184 of right-of-use assets, $126,659 in current operating lease liabilities and $121,555 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:

 

   As of May 31, 2023   As of May 31, 2022 
    $    $ 
Within 1 year   136,710    658,774 
After 1 year but within 5 years   127,793    321,294 
Total lease payments   264,503    980,068 
           
Less: imputed interest   (16,289)   (42,520)
Total lease obligations   248,214    937,548 
Less: current obligations   (126,659)   (637,110)
Long-term lease obligations   121,555    300,438 

 

v3.23.3
Non-controlling interests (NCI)
12 Months Ended
May 31, 2023
Noncontrolling Interest [Abstract]  
Non-controlling interests (NCI)

15. Non-controlling interests (NCI)

 

Non-controlling interests (“NCI”) represent the portion of net assets in consolidated entities that are not owned by the Company.

 

The following table represent the non-controlling ownership interests and non-controlling interest balances reported in stockholder’s equity as of May 31, 2023 and 2022 respectively.

 

 

   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
   Liangshan   Yibin   Xide   Taining   Anping   Total 
   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
NCI ownership interest   33%   33%   20%   20%   33%   33%   28%   28%   10%   10%          
NCI balances   (864,174)   (572,223)   (19,951)   (16,157)   (64,157)   (12,186)   (66,755)   (25,911)   (1,526)   (174)   (1,016,563)   (626,651)

 

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

 

   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
   Liangshan   Yibin   Xide   Taining   Anping   Total 
   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
Non-current assets   391,073    708,532    -    -    49,521    68,075    153,693    230,103    -    89,143    594,287    1,095,853 
Current assets   102,279    578,305    1,617    2,231    9,276    11,287    23,567    23,313    1    103,544    136,740    718,680 
Current liabilities   (748,450)   (563,582)   (86,863)   (78,897)   (238,248)   (113,808)   (91,047)   (37,110)   -    (117,146)   (1,164,608)   (910,543)
Non-current liabilities   (60,039)   (127,000)   -    -    -    -    (6,551)   (20,787)   -    (11,022)   (66,590)   (158,809)
Net assets   (315,137)   596,255    (85,246)   (76,666)   (179,451)   (34,446)   79,662    195,519    1    64,519    (500,171)   745,181 

 

   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
   Liangshan   Yibin   Xide   Taining   Anping   Total 
   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
Net Assets   (315,137)   596,255    (85,246)   (76,666)   (179,451)   (34,446)   79,662    195,519    1    64,519    (500,171)   745,181 
Less: Zhuyi capital and additional paid-in capital   (2,101,930)   (2,101,930)   -    -    -    -    (310,895)   (303,483)   (16,551)   (65,935)   (2,429,376)   (2,471,348)
Less: OCI   (100,820)   (114,166)   (7,255)   (2,060)   (7,482)   (1,240)   (3,589)   7,713    646    (162)   (118,500)   (109,915)
Accumulated Deficits   (2,517,887)   (1,619,841)   (92,501)   (78,726)   (186,933)   (35,686)   (234,822)   (100,251)   (15,904)   (1,578)   (3,048,047)   (1,836,082)
Accumulated Deficits attributable to NCI   (830,903)   (534,548)   (18,500)   (15,745)   (61,688)   (11,777)   (65,750)   (28,071)   (1,590)   (158)   (978,431)   (590,299)
Plus: OCI attributable to NCI   (33,271)   (37,675)   (1,451)   (412)   (2,469)   (409)   (1,005)   2,160    64    (16)   (38,132)   (36,352)
NCI balances   (864,174)   (572,223)   (19,951)   (16,157)   (64,157)   (12,186)   (66,755)   (25,911)   (1,526)   (174)   (1,016,563)   (626,651)

 

 

v3.23.3
Reserves
12 Months Ended
May 31, 2023
Reserves  
Reserves

16. 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 year ended May 31, 2023 and 2022 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.

 

v3.23.3
Quantitative and Qualitative Disclosure about Market Risks
12 Months Ended
May 31, 2023
Quantitative And Qualitative Disclosure About Market Risks  
Quantitative and Qualitative Disclosure about Market Risks

17. Quantitative and Qualitative Disclosure about Market Risks

 

  A. Credit risk
     
    The Company’s deposits are with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss if the banks become insolvent.
     
   

Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC. The credit risk with respect to account receivables is mitigated by credit control policies we carry out with respect to our customers and our ongoing monitoring process of outstanding balances.

     
  B. Economic and political risks
     
    The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.
     
    The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.
     
  C. Interest risk
     
    The Company is subject to interest rate risk when long term loans become due and require refinancing.
     
  D. Sensitivity analysis
     
    The long-term loans are free of interest for the first 32 months however if interest were to charge at an annual rate of 4%, interest expense would be $1.3 million per year. The Company adopts 4% as an annual interest rate based on the China LPR announced on May 22, 2023 with an adjustment to loan terms. If interest rate increases or decreases by 10%, it could lead to an increase or decrease in interest expense of $32,371 per year.

 

v3.23.3
Significant Events
12 Months Ended
May 31, 2023
Significant Events  
Significant Events

18. Significant Events

 

By the end of May 31, 2023, the Company has entered into four contracts with four agents allowing them to use our software application to parking lots in the cities that are specified in the contracts for collecting parking fees. Royalty fees will be charged to these agents. The manual of the application was delivered to these agents in June, 2023. The Company expects to receive royalty fee from the third quarter.

 

v3.23.3
Subsequent Events
12 Months Ended
May 31, 2023
Subsequent Events [Abstract]  
Subsequent Events

19. Subsequent Events

 

The Company has performed an evaluation of subsequent events through October 2, 2023, which was the date of the issuance of the consolidated financial statements, and determined that no events would have required adjustment or disclosure in the consolidated financial statements other than that discussed above.

 

v3.23.3
Comparative figure
12 Months Ended
May 31, 2023
Comparative Figure  
Comparative figure

20. Comparative figure

 

SVMB consolidated financial statements for the year ended May 31, 2022 are not audited. Figures consolidated up to Zhejiang Jingbo Ecological Technology Co. have been audited which have been marked as audited in the Summary of financial information of the Group’s VIEs (inclusive of VIE’s subsidiaries) under the Variable Interest Entities section. There is no significant difference between Zhejiang Jingbo Ecological Technology Co.’s audited figures and SVMB’s pro-forma figures.

v3.23.3
Summary of Significant Accounting Policies (Policies)
12 Months Ended
May 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”).

 

The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company incurred net loss of $6,783,522 during the year ended May 31, 2023. As of May 31, 2023, the Company had total deficit of $23,887,645 and had net cash provided by operating activities of $102,130. The Company incurred net loss of $6,894,883 during the year ended May 31, 2022. As of May 31, 2022, the Company had total deficit of $18,433,688 and had net cash used in operating activities of $17,094,189.

 

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.

 

Method of accounting

Method of accounting

 

Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States of America. The Company maintains its general ledger and journals with the accrual method accounting.

 

Use of estimates

Use of estimates

 

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

 

Business Combination and Non-controlling Interests

Business Combination and Non-controlling Interests

 

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 will acquire 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, SVMB will hold a total of 200,000,000 issued and outstanding shares of Intellegence. Zhang Guowei is the sole director of Intellegence Parking Group Limited.

 

 

SVMB and Intellegence consolidated the financial statements through common control. As a result, the Company measured the recognized assets and liabilities combined at their historical cost at the acquisition date. The difference between consideration paid and assets and liabilities received are presented as a component of equity and additional paid-in-capital.

 

Zhejiang Jingbo Ecological Technology and Hangzhou Zhuyi, Linglingyi, Lingshan, Anping, Haikou, Yibin, Xide Tongpo and Taining consolidated the financial statements through acquisition.

 

Jingbo accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 — “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by Jingbo and equity instruments issued by Jingbo. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive loss.

 

In a business combination achieved in stages, Jingbo re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated statements of comprehensive loss.

 

The consolidated financial statements include the financial statements of Jingbo its subsidiaries, the VIEs and VIE’s subsidiaries for which the Company is considered the ultimate primary beneficiary for accounting purposes.

 

A subsidiary is an entity in which the Company directly or indirectly controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of notes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

 

A VIE is an entity in which the Company’s subsidiary, through contractual agreements, has the power to direct activities of the VIEs that most significantly impact their economic performance, and has the right to receive economic benefits from the VIEs that could potentially be significant to them, and therefore the Company is considered the ultimate primary beneficiary of the entity for accounting purposes.

 

All transactions and balances among the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. The results of subsidiaries and VIEs acquired or disposed of during the year are recorded in the consolidated statements of comprehensive loss from the effective dates of acquisition or up to the effective dates of disposal, as appropriate.

 

Segment Reporting

Segment Reporting

 

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as certain members of the Company’s management team, including the chief executive officer (“CEO”).

 

The Company has organized operations into three different areas: (1) parking fee, (2) sales of parking lot equipment, and (3) other services. As the parking fee and sales of parking lot equipment are of the same nature, CODM accesses that there is only one operating segment which is car parking income.

 

 

Cash and cash equivalents

Cash and cash equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less, and unencumbered bank deposits to be cash equivalents.

 

Accounts receivables

Accounts receivables

 

Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An expected credit loss is made when collection of the full amount is no longer probable. Bad debts are written off against expected credit loss allowances.

 

Inventories

Inventories

 

Inventories solely consist of consumable parts for sales are stated at the lower of cost or market value. Consumable parts for sales costs include: materials, direct labor, inbound shipping costs, and allocated overhead. The Company applies the weighted average cost method to its inventory.

 

Plant and Equipment

Plant and Equipment

 

An item of plant and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any).

 

The cost of an item of plant and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period.

 

The cost of replacing part of plant and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred.

 

Depreciation is provided over their estimated useful lives, using the straight-line method. The estimated useful lives of the plant and equipment are as follows:

 

Furniture, fixtures and office equipment   3-5 years 
Building   20 years 
Vehicles   4-5 years 
Project facilities   2-5 years 

 

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.

 

Impairment of long-lived assets

Impairment of long-lived assets

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of plant and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated discounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected discounted cash flow is less than the carrying amount of the assets, the Company would recognize impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended May 31, 2023 and 2022.

 

 

Statutory reserves

Statutory reserves

 

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital.

 

Leases

Leases

 

Leases are classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease if any of the following conditions exists: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the asset’s estimated remaining economic life, or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date.

 

All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company utilizes a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

 

The Company reviews its lease for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of lease; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of lease in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the lease to the estimated discounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected discounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets

 

Value added tax (“VAT”)

Value added tax (“VAT”)

 

The Company is subject to value-added tax (“VAT”) for providing services and sales of products. Revenue from providing services and sales of products is generally subject to VAT at applicable tax rates, and subsequently paid to PRC tax authorities after netting input VAT on purchases. The excess of output VAT over input VAT is reflected in accrued expenses and other payables. The Company reports revenue net of PRC’s VAT for all the periods presented in the Consolidated Statements of Operations and Comprehensive Loss.

 

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.

 

    05312023    05312022 
Year end RMB: US$ exchange rate   7.1100    6.6624 
Annual average RMB: US$ exchange rate   6.9185    6.4310 

 

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

 

 

Income recognition

Income recognition

 

Recognition of Revenue

 

Revenue is reported net of business taxes and VAT. The Company’s main income is from parking fee.

 

Revenue is recognized when services are rendered. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount:

 

(i) identification of the services in the contract;

 

(ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

 

For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

 

Other Income and other expenses

 

Other income and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements.

 

Advertising

Advertising

 

All advertising costs are expensed as incurred.

 

Research and development

Research and development

 

All research and development costs are expensed as incurred.

 

Retirement benefits

Retirement benefits

 

Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as part of overhead.

 

 

Income taxes

Income taxes

 

Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods.

 

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

 

The Company accounts for uncertain tax positions by reporting a liability for uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses.

 

Comprehensive income

Comprehensive income

 

The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders.

 

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.

 

Financial instruments

Financial instruments

 

The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

  Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.
  Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
  Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

 

 

Commitments and contingencies

Commitments and contingencies

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Recent accounting pronouncements

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The adoption does not have a significant impact on the Company’s financial statements.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

 

In November 2016, the FASB issued guidance, which addresses the presentation of restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

In October 2016, the FASB issued guidance, which amends the existing accounting for Intra-Entity Transfers of Assets Other Than Inventory. The guidance requires an entity to recognize the income tax consequences of intra-entity transfers, other than inventory, when the transfer occurs. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

In August 2016, the FASB issued guidance, which amends the existing accounting standards for the classification of certain cash receipts and cash payments on the statement of cash flows. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

 

In January 2016, the FASB issued guidance, which amends the existing accounting standards for the recognition and measurement of financial assets and financial liabilities. The updated guidance primarily addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The Company is currently evaluating the timing and the impact of this guidance on the financial statements.

v3.23.3
Organization and Principal Activities (Tables)
12 Months Ended
May 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Share Acquired by Purchases

 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

 

Companies  Country/Place and date of incorporation/establishment  Percentage of direct or indirect economic benefits ownership 
      May 31, 
      2023   2022 
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%

v3.23.3
Variable Interest Entities (Tables)
12 Months Ended
May 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Variable Interest Entities Financial Statements

The consolidated financial statements of the Group’s VIEs have been audited by filing the Form 8-K for the year ended May 31, 2022.

 

 

  

May 31,

2023

  

May 31,

2022 (Audited)

 
   $   $ 
Cash and cash equivalents   401,984    106,542 
Restricted cash   10,273    2,245 
Accounts receivable   409,380    355,598 
Inventories   177,034    78,995 
Prepaid expenses and other current assets   2,045,736    6,353,787 
Plant and equipment, net   6,581,823    6,956,399 
Intangible assets, net   15,543    13,282 
Right-of-use assets   277,184    946,296 
Other non-current assets   2,884,090    3,552,736 
Total Assets   12,803,047    18,365,880 
Accounts payables   749,226    565,067 
Advances from customers   622,069    20,400 
Other current payables   1,300,969    1,627,732 
Taxes payable   18,737    19,427 
Amounts due to related parties   540,897    394,077 
Operating lease liabilities, current   126,659    637,110 
Long-term loan   32,740,623    33,211,152 
Operating lease liabilities   121,555    300,438 
Total Liabilities   36,220,735    36,775,403 
Total (Deficit) Equity of VIEs   (23,417,688)   (18,409,523)
Total Liabilities and (Deficit) Equity of VIEs   12,803,047    18,365,880 

 

  

May 31,

2023

  

May 31,

2022 (Audited)

 
   $   $ 
Net revenues   3,723,088    3,563,527 
Cost of revenues   (4,132,481)   (4,571,107)
Gross loss   (409,393)   (1,007,580)
Total costs and expenses   (5,835,586)   (5,860,705)
Operating income/(loss)   (6,244,979)   (6,868,285)
Total other income and (expenses)   (92,528)   52,627 
Loss before taxes from operations   (6,337,507)   (6,815,658)
Provision for income taxes   (223)   - 
Net loss   (6,337,730)   (6,815,658)
Net loss attributable to VIEs   (5,949,596)   (6,548,669)

 

   2023   2022 (Audited) 
   Year Ended May 31, 
   2023   2022 (Audited) 
Net cash provided by/(used in) operating activities   541,233    (17,047,129)
Net cash (used in)/provided by investing activities   (1,614,513)   187,610 
Net cash provided by financing activities   1,392,188    16,838,474 
Effect of exchange rate changes on cash and cash equivalents   (15,438)   (5,256)
Net increase in cash and cash equivalents   303,470    (26,301)
Cash and cash equivalents at the beginning of period   108,787    135,088 
Cash and cash equivalents at the end of period   412,257    108,787 
v3.23.3
Summary of Significant Accounting Policies (Tables)
12 Months Ended
May 31, 2023
Accounting Policies [Abstract]  
Schedule of Estimated Useful Live

Depreciation is provided over their estimated useful lives, using the straight-line method. The estimated useful lives of the plant and equipment are as follows:

 

Furniture, fixtures and office equipment   3-5 years 
Building   20 years 
Vehicles   4-5 years 
Project facilities   2-5 years 
Schedule of Foreign Currency Translation

 

    05312023    05312022 
Year end RMB: US$ exchange rate   7.1100    6.6624 
Annual average RMB: US$ exchange rate   6.9185    6.4310 
v3.23.3
Prepaid Expenses and Other Current Assets (Tables)
12 Months Ended
May 31, 2023
Prepaid Expenses And Other Current Assets  
Schedule of Prepaid Expenses and Other Current Assets

 

   May 31, 2023   May 31, 2022 
Prepayment   591,277    2,382,151 
Prepayment for rental (a)   438,256    492,620 
Deposit   366,478    653,538 
Loan receivable (b)   342,882    2,067,575 
Advances to employees   125,508    421,501 
Other   157,164    212,062 
VAT   39    100,243 
TOTAL   2,021,604    6,329,690 

 

  (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 May 31, 2023.
     
  (b) Loan receivables are loans borrow to third parties. All loans are interest free and will be repaid on demand.
v3.23.3
Property and Equipment (Tables)
12 Months Ended
May 31, 2023
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 May 31,2022   1,039,335    4,502,229    98,523    3,310,905    363,367    9,314,359 
Additions during the year   52,184    224,289    31,747    423,639    3,070,025    3,801,884 
Disposals during the year   (64,146)   -    -    (488,218)   (2,420,288)   (2,972,652)
Effects of currency translation   (65,102)   (289,453)   (7,058)   (206,680)   (40,374)   (608,667)
At May 31,2023   962,271    4,437,065    123,212    3,039,646    972,730    9,534,924 
                               
Accumulated depreciation                              
At May 31,2022   826,668    384,736    74,237    1,072,319    -    2,357,960 
Depreciation during the year   170,668    225,509    38,397    453,284    -    887,858 
Disposals during the year   (38,773)   -    -    (84,931)   -    (123,704)
Effects of currency translation   (55,589)   (30,293)   (5,707)   (77,424)   -    (169,013)
At May 31,2023   902,974    579,952    106,927    1,363,248    -    2,953,101 
                               
Net book value                              
At May 31,2022   212,667    4,117,493    24,286    2,238,586    363,367    6,956,399 
At May 31,2023   59,297    3,857,113    16,285    1,676,398    972,730    6,581,823 
v3.23.3
Intangible Assets (Tables)
12 Months Ended
May 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

 

Cost    
At May 31,2022   16,100 
Additions during the year   13,443 
Disposals during the year   - 
Effects of currency translation   (1,014)
At May 31,2023   28,529 
Accumulated depreciation     
At May 31,2022   2,818 
Depreciation during the year   10,245 
Disposals during the year   - 
Effects of currency translation   (77)
At May 31,2023   12,986 
Net book value     
At May 31,2022   13,282 
At May 31,2023   15,543 
v3.23.3
Right-of-use Assets (Tables)
12 Months Ended
May 31, 2023
Right-of-use Assets  
Schedule of Right of Use Assets

 

   $ 
Cost     
At May 31, 2022   2,218,295 
Additions during the year   39,995 
Write-off during the year   - 
Effects of currency translation   (99,645)
At May 31, 2023   2,118,650 
      
Accumulated depreciation     
At May 31,2022   1,271,999 
Depreciation during the year   649,538 
Write-off during the year   - 
Effects of currency translation   (80,071)
At May 31, 2023   1,841,466 
      
Net book value     
At May 31, 2022   946,296 
At May 31, 2023   277,184 
v3.23.3
Other payables and Accruals (Tables)
12 Months Ended
May 31, 2023
Payables and Accruals [Abstract]  
Schedule of Other Payable and Accruals

 

   May 31, 2023   May 31, 2022 
   $   $ 
Accrued payroll and welfare payables   338,657    283,082 
Deposit   27,194    9,891 
Loans payable   344,585    507,388 
Advanced to employees   70,305    75,048 
Other (a)   520,883    752,323 
Total   1,301,624    1,627,732 

 

  (a) Other mainly included collection of parking fees on behalf of a third party.
v3.23.3
Related Party Transactions (Tables)
12 Months Ended
May 31, 2023
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions

At May 31, 2023 and May 31, 2022, the Company owned funds from the following related parties:

 

   May 31.2023   May 31.2022   Relationship
            
Intellegence Triumph Holdings Limited   5,000    5,000   Former shareholder
Virtue Victory Holdings Limited   5,200    5,200   Former shareholder
Strength Union Holdings Limited   5,800    5,800   Former shareholder

 

At May 31, 2023 and May 31, 2022, the Company owed funds to the following related parties:

 

   May 31, 2023   May 31.2022   Relationship
            
Guowei Zhang   1,056,221    394,077   President of the Company
Xinxin Chen   1,500    -   Former shareholder
Shaoxing Keqiao Zhuyi Technology Co., Ltd   32,740,623    -   An entity controlled by a shareholder
Beijing Zhibo Innovation Technology Co., Ltd.   -    33,211,152   An entity which Guowei Zhang is a major shareholder
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 
v3.23.3
Income Taxes (Tables)
12 Months Ended
May 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Expenses (Benefits)

Income tax expense (benefits)

 

   May 31, 2023   May 31, 2022 
    $    $ 
Loss before tax   (6,783,299)   (6,894,883)
Tax credit calculated at statutory tax rate   (1,695,825)   (1,723,721)
Effect of different tax rates   17,832    1,721 
Deferred tax asset not recognized during the year   1,678,216    1,722,000 
Income tax expenses   223    - 
v3.23.3
Long-term Borrowings (Tables)
12 Months Ended
May 31, 2023
Debt Disclosure [Abstract]  
Schedule of Long-Term Borrowings 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 Long-Term Borrowings 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 
v3.23.3
Leases (Tables)
12 Months Ended
May 31, 2023
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:

 

   As of May 31, 2023   As of May 31, 2022 
    $    $ 
Within 1 year   136,710    658,774 
After 1 year but within 5 years   127,793    321,294 
Total lease payments   264,503    980,068 
           
Less: imputed interest   (16,289)   (42,520)
Total lease obligations   248,214    937,548 
Less: current obligations   (126,659)   (637,110)
Long-term lease obligations   121,555    300,438 
v3.23.3
Non-controlling interests (NCI) (Tables)
12 Months Ended
May 31, 2023
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 May 31, 2023 and 2022 respectively.

 

 

   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
   Liangshan   Yibin   Xide   Taining   Anping   Total 
   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
NCI ownership interest   33%   33%   20%   20%   33%   33%   28%   28%   10%   10%          
NCI balances   (864,174)   (572,223)   (19,951)   (16,157)   (64,157)   (12,186)   (66,755)   (25,911)   (1,526)   (174)   (1,016,563)   (626,651)
Schedule of Statement of Financial Positions

Summarized statement of financial position as at

 

   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
   Liangshan   Yibin   Xide   Taining   Anping   Total 
   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
Non-current assets   391,073    708,532    -    -    49,521    68,075    153,693    230,103    -    89,143    594,287    1,095,853 
Current assets   102,279    578,305    1,617    2,231    9,276    11,287    23,567    23,313    1    103,544    136,740    718,680 
Current liabilities   (748,450)   (563,582)   (86,863)   (78,897)   (238,248)   (113,808)   (91,047)   (37,110)   -    (117,146)   (1,164,608)   (910,543)
Non-current liabilities   (60,039)   (127,000)   -    -    -    -    (6,551)   (20,787)   -    (11,022)   (66,590)   (158,809)
Net assets   (315,137)   596,255    (85,246)   (76,666)   (179,451)   (34,446)   79,662    195,519    1    64,519    (500,171)   745,181 

 

   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
   Liangshan   Yibin   Xide   Taining   Anping   Total 
   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122   053123   053122 
Net Assets   (315,137)   596,255    (85,246)   (76,666)   (179,451)   (34,446)   79,662    195,519    1    64,519    (500,171)   745,181 
Less: Zhuyi capital and additional paid-in capital   (2,101,930)   (2,101,930)   -    -    -    -    (310,895)   (303,483)   (16,551)   (65,935)   (2,429,376)   (2,471,348)
Less: OCI   (100,820)   (114,166)   (7,255)   (2,060)   (7,482)   (1,240)   (3,589)   7,713    646    (162)   (118,500)   (109,915)
Accumulated Deficits   (2,517,887)   (1,619,841)   (92,501)   (78,726)   (186,933)   (35,686)   (234,822)   (100,251)   (15,904)   (1,578)   (3,048,047)   (1,836,082)
Accumulated Deficits attributable to NCI   (830,903)   (534,548)   (18,500)   (15,745)   (61,688)   (11,777)   (65,750)   (28,071)   (1,590)   (158)   (978,431)   (590,299)
Plus: OCI attributable to NCI   (33,271)   (37,675)   (1,451)   (412)   (2,469)   (409)   (1,005)   2,160    64    (16)   (38,132)   (36,352)
NCI balances   (864,174)   (572,223)   (19,951)   (16,157)   (64,157)   (12,186)   (66,755)   (25,911)   (1,526)   (174)   (1,016,563)   (626,651)
v3.23.3
Schedule of Share Acquired by Purchases (Details)
Jun. 08, 2022
shares
Zhang Yiping [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Ownership percentage of shares acquired 24.54%
Chen Xinxin [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Ownership percentage of shares acquired 6.46%
Wang Yanfang [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Ownership percentage of shares acquired 3.23%
Liu Chen [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Ownership percentage of shares acquired 3.23%
Liu Ying [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Ownership percentage of shares acquired 3.08%
Zhang Yiping [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Shares acquired 15,189,500
Chen Xinxin [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Shares acquired 4,000,000
Wang Yanfang [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Shares acquired 2,000,000
Liu Chen [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Shares acquired 2,000,000
Liu Ying [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Shares acquired 1,906,288
v3.23.3
Schedule of Economic Benefits Ownership Percentage (Details)
12 Months Ended
May 31, 2023
May 31, 2022
Intellegence Parking Group Limited [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Subsidiary, ownership percentage, parent 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]    
Subsidiary, ownership percentage, parent 100.00% 100.00%
Huixin Zhiying Technology [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Subsidiary, ownership percentage, parent 100.00% 100.00%
Zhejiang Jingbo Ecological Technology VIE [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Subsidiary, ownership percentage, parent 100.00% 100.00%
Hangzhou Zhuyi Technology Co VIE [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Subsidiary, ownership percentage, parent 100.00% 100.00%
Intellegence Parking Group Limited [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Entity incorporation, date of incorporation Jun. 29, 2022  
Intellegence Parking Hong Kong Limited [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Entity incorporation, date of incorporation Jul. 20, 2022  
Huixin Zhiying Technology [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Entity incorporation, date of incorporation Oct. 24, 2022  
Zhejiang Jingbo Ecological Technology VIE [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Entity incorporation, date of incorporation Dec. 18, 2019  
Hangzhou Zhuyi Technology Co VIE [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Entity incorporation, date of incorporation Nov. 13, 2017  
v3.23.3
Organization and Principal Activities (Details Narrative) - USD ($)
Jun. 29, 2022
Jun. 08, 2022
Nov. 10, 2020
Jun. 26, 2018
Jun. 15, 2018
May 30, 2018
May 10, 2018
Mar. 19, 2018
May 18, 2017
May 31, 2023
Dec. 15, 2022
May 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                        
Common stock value                   $ 1,061,900   $ 61,900
Common stock, shares, issued                   1,061,900,000   61,900,000
Common stock, shares, outstanding                   1,061,900,000   61,900,000
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                  
Purchase of common stock     42,440,316                  
Common stock issued and outstanding, percentage     68.60%                  
Purchase Agreements [Member]                        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                        
Common stock issued and outstanding, percentage   40.54%                    
Sale of common stock shares   25,095,788                    
Common stock value   $ 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          
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]                        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                        
Restricted shares transferred           559,684 559,684          
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] | EMRD Global Holdings [Member]                        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                        
Restricted shares transferred         690,316              
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] | BaywallInc [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%      
Savmob Technology Inc [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    
v3.23.3
Schedule of Variable Interest Entities Financial Statements (Details)
12 Months Ended
May 31, 2023
USD ($)
May 31, 2022
USD ($)
Jan. 15, 2023
USD ($)
Jan. 15, 2023
CNY (¥)
May 31, 2022
CNY (¥)
May 31, 2021
USD ($)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Cash and cash equivalents $ 483,705 $ 106,542        
Restricted cash 10,273 2,245        
Accounts receivable 409,380 355,598        
Inventories 177,034 78,995        
Prepaid expenses and other current assets 2,021,604 6,329,690        
Plant and equipment, net 6,581,823 6,956,399        
Intangible assets, net 15,543 13,282        
Right-of-use assets 277,184 946,296        
Other non-current assets 2,884,090 3,552,736        
Total Assets 12,876,636 18,357,783        
Accounts payables 775,293 585,134        
Advances from customers 622,069 20,400        
Other current payables 1,301,624 1,627,732        
Taxes payable 18,737 19,427        
Operating lease liabilities, current 126,659 637,110        
Long-term loan 32,740,623 33,211,152 $ 32,740,623 ¥ 232,785,827.31 ¥ 221,267,008.77  
Operating lease liabilities 121,555 300,438        
Total Liabilities 36,764,281 36,791,471        
Total (Deficit) Equity (23,887,645) (18,433,688)       $ (19,392,755)
Total Liabilities and (Deficit) Equity 12,876,636 18,357,783        
Net revenues 3,723,088 3,563,527        
Cost of revenues (4,132,481) (4,571,107)        
Gross loss (409,393) (1,007,580)        
Operating income/(loss) (6,690,771) (6,947,510)        
Total other income and (expenses) (92,528) 52,627        
Loss before taxes from operations (6,783,299) (6,894,883)        
Provision for income taxes (223)        
Net loss (6,395,388) (6,627,894)        
Net cash provided by/(used in) operating activities 102,130 (17,094,189)        
Net cash (used in)/provided by investing activities (1,614,513) 167,610        
Net cash provided by financing activities 1,913,012 16,904,719        
Effect of exchange rate changes on cash and cash equivalents (15,438) (5,256)        
Net increase/(decrease) of cash and cash equivalents 385,191 (27,116)        
Cash and cash equivalents–beginning of year 108,787 135,903        
Cash and cash equivalents–end of year 493,978 108,787        
Related Party [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Long-term loan     $ 32,740,623 ¥ 232,785,827.31    
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 401,984 106,542        
Restricted cash 10,273 2,245        
Accounts receivable 409,380 355,598        
Inventories 177,034 78,995        
Prepaid expenses and other current assets 2,045,736 6,353,787        
Plant and equipment, net 6,581,823 6,956,399        
Intangible assets, net 15,543 13,282        
Right-of-use assets 277,184 946,296        
Other non-current assets 2,884,090 3,552,736        
Total Assets 12,803,047 18,365,880        
Accounts payables 749,226 565,067        
Advances from customers 622,069 20,400        
Other current payables 1,300,969 1,627,732        
Taxes payable 18,737 19,427        
Operating lease liabilities, current 126,659 637,110        
Long-term loan 32,740,623 33,211,152        
Operating lease liabilities 121,555 300,438        
Total Liabilities 36,220,735 36,775,403        
Total (Deficit) Equity (23,417,688) (18,409,523)        
Total Liabilities and (Deficit) Equity 12,803,047 18,365,880        
Net revenues 3,723,088 3,563,527        
Cost of revenues (4,132,481) (4,571,107)        
Gross loss (409,393) (1,007,580)        
Total costs and expenses (5,835,586) (5,860,705)        
Operating income/(loss) (6,244,979) (6,868,285)        
Total other income and (expenses) (92,528) 52,627        
Loss before taxes from operations (6,337,507) (6,815,658)        
Provision for income taxes (223)        
Net loss (6,337,730) (6,815,658)        
Net loss attributable to VIEs (5,949,596) (6,548,669)        
Net cash provided by/(used in) operating activities 541,233 (17,047,129)        
Net cash (used in)/provided by investing activities (1,614,513) 187,610        
Net cash provided by financing activities 1,392,188 16,838,474        
Effect of exchange rate changes on cash and cash equivalents (15,438) (5,256)        
Net increase/(decrease) of cash and cash equivalents 303,470 (26,301)        
Cash and cash equivalents–beginning of year 108,787 135,088        
Cash and cash equivalents–end of year 412,257 108,787        
Variable Interest Entity, Primary Beneficiary [Member] | Related Party [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Amounts due to related parties $ 540,897 $ 394,077        
v3.23.3
Variable Interest Entities (Details Narrative) - CNY (¥)
Oct. 02, 2022
Jun. 29, 2022
May 12, 2022
Apr. 29, 2022
Oct. 14, 2021
May 18, 2021
Jul. 04, 2019
Hangzhou Zhuyi Technology Co [Member]              
Number of shares issued   ¥ 60,000,000          
Ling lingyi [Member]              
Share based compensation percentage       100.00%      
Liangshan [Member]              
Share based compensation percentage 26.00%            
Hangzhou Zhuyi [Member]              
Share based compensation percentage 67.00%   90.00%   67.00% 72.00% 80.00%
v3.23.3
Schedule of Estimated Useful Live (Details)
May 31, 2023
Furniture Fixtures and Office Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Furniture Fixtures and Office Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
Building [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 20 years
Vehicles [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 4 years
Vehicles [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
Car Park Facilities [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 2 years
Car Park Facilities [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
v3.23.3
Schedule of Foreign Currency Translation (Details) - China, Yuan Renminbi
May 31, 2023
May 31, 2022
Period and year end RMB: US$ exchange rate 7.1100 6.6624
Period and annual average RMB: US$ exchange rate 6.9185 6.4310
v3.23.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
12 Months Ended
Jun. 29, 2022
May 31, 2023
May 31, 2022
Dec. 15, 2022
May 31, 2021
Net loss   $ 6,783,522 $ 6,894,883    
Stockholders equity deficit   23,887,645 18,433,688   $ 19,392,755
Net cash provided by operating activities   102,130 (17,094,189)    
Net cash provided by operating activities   $ (102,130) $ 17,094,189    
Common stock, shares, issued   1,061,900,000 61,900,000    
Common stock, shares, outstanding   1,061,900,000 61,900,000    
Finance lease, description   As the lessee, a lease is a finance lease if any of the following conditions exists: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the asset’s estimated remaining economic life, or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date.      
Savmob Technology Inc [Member]          
Equity method investment, ownership percentage       100.00%  
Number of shares issued 1,000,000,000        
Zhang Guowe [Member]          
Common stock, shares, issued   200,000,000      
Common stock, shares, outstanding   200,000,000      
v3.23.3
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
May 31, 2023
May 31, 2022
Prepaid Expenses And Other Current Assets    
Prepayment $ 591,277 $ 2,382,151
Prepayment for rental [1] 438,256 492,620
Deposit 366,478 653,538
Loan receivable [2] 342,882 2,067,575
Advances to employees 125,508 421,501
Other 157,164 212,062
VAT 39 100,243
TOTAL $ 2,021,604 $ 6,329,690
[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 May 31, 2023.
[2] Loan receivables are loans borrow to third parties. All loans are interest free and will be repaid on demand.
v3.23.3
Schedule of Property and Equipment (Details)
12 Months Ended
May 31, 2023
USD ($)
Property, Plant and Equipment [Line Items]  
Beginning balance, cost $ 9,314,359
Additions during the year 3,801,884
Disposals during the year (2,972,652)
Effects of currency translation (608,667)
Ending balance, cost 9,534,924
Beginning balance, Accumulated depreciation 2,357,960
Depreciation during the year 887,858
Disposals during the year (123,704)
Effects of currency translation (169,013)
Ending balance, Accumulated depreciation 2,953,101
Beginning balance, Net book value 6,956,399
Ending balance, Net book value 6,581,823
Furniture and Fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Beginning balance, cost 1,039,335
Additions during the year 52,184
Disposals during the year (64,146)
Effects of currency translation (65,102)
Ending balance, cost 962,271
Beginning balance, Accumulated depreciation 826,668
Depreciation during the year 170,668
Disposals during the year (38,773)
Effects of currency translation (55,589)
Ending balance, Accumulated depreciation 902,974
Beginning balance, Net book value 212,667
Ending balance, Net book value 59,297
Building [Member]  
Property, Plant and Equipment [Line Items]  
Beginning balance, cost 4,502,229
Additions during the year 224,289
Disposals during the year
Effects of currency translation (289,453)
Ending balance, cost 4,437,065
Beginning balance, Accumulated depreciation 384,736
Depreciation during the year 225,509
Disposals during the year
Effects of currency translation (30,293)
Ending balance, Accumulated depreciation 579,952
Beginning balance, Net book value 4,117,493
Ending balance, Net book value 3,857,113
Vehicles [Member]  
Property, Plant and Equipment [Line Items]  
Beginning balance, cost 98,523
Additions during the year 31,747
Disposals during the year
Effects of currency translation (7,058)
Ending balance, cost 123,212
Beginning balance, Accumulated depreciation 74,237
Depreciation during the year 38,397
Disposals during the year
Effects of currency translation (5,707)
Ending balance, Accumulated depreciation 106,927
Beginning balance, Net book value 24,286
Ending balance, Net book value 16,285
Project Facilities [Member]  
Property, Plant and Equipment [Line Items]  
Beginning balance, cost 3,310,905
Additions during the year 423,639
Disposals during the year (488,218)
Effects of currency translation (206,680)
Ending balance, cost 3,039,646
Beginning balance, Accumulated depreciation 1,072,319
Depreciation during the year 453,284
Disposals during the year (84,931)
Effects of currency translation (77,424)
Ending balance, Accumulated depreciation 1,363,248
Beginning balance, Net book value 2,238,586
Ending balance, Net book value 1,676,398
Construction in Progress [Member]  
Property, Plant and Equipment [Line Items]  
Beginning balance, cost 363,367
Additions during the year 3,070,025
Disposals during the year (2,420,288)
Effects of currency translation (40,374)
Ending balance, cost 972,730
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 363,367
Ending balance, Net book value $ 972,730
v3.23.3
Schedule of Intangible Assets (Details)
12 Months Ended
May 31, 2023
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
Beginning balance, cost $ 16,100
Additions during the year 13,443
Disposals during the year
Effects of currency translation (1,014)
Ending balance, cost 28,529
Beginning balance, Accumulated depreciation 2,818
Depreciation during the year 10,245
Disposals during the year
Effects of currency translation (77)
Ending balance, Accumulated depreciation 12,986
Beginning balance, Net book value 13,282
Ending balance, Net book value $ 15,543
v3.23.3
Schedule of Right of Use Assets (Details) - USD ($)
12 Months Ended
May 31, 2023
May 31, 2022
Right-of-use Assets    
Cost, beginning balance $ 2,218,295  
Cost, Additions during the period 39,995  
Write-off during the year  
Cost, Effects of currency translation (99,645)  
Cost, ending balance 2,118,650  
Accumulated depreciation, beginning balance 1,271,999  
Accumulated depreciation, Depreciation during the period 649,538  
Accumulated depreciation write-off during the period  
Accumulated depreciation, Effects of currency translation (80,071)  
Accumulated depreciation, ending balance 1,841,466  
Net book value $ 277,184 $ 946,296
v3.23.3
Schedule of Other Payable and Accruals (Details) - USD ($)
May 31, 2023
May 31, 2022
Payables and Accruals [Abstract]    
Accrued payroll and welfare payables $ 338,657 $ 283,082
Deposit 27,194 9,891
Loans payable 344,585 507,388
Advanced to employees 70,305 75,048
Other [1] 520,883 752,323
Total $ 1,301,624 $ 1,627,732
[1] Other mainly included collection of parking fees on behalf of a third party.
v3.23.3
Schedule of Related Party Transactions (Details) - USD ($)
12 Months Ended
May 31, 2023
May 31, 2022
Intellegence Triumph Holdings Limited [Member]    
Related Party Transaction [Line Items]    
Due from related party $ 5,000 $ 5,000
Related party relationship Former shareholder  
Virtue Victory Holdings Limited [Member]    
Related Party Transaction [Line Items]    
Due from related party $ 5,200 5,200
Related party relationship Former shareholder  
Strength Union Holdings Limited [Member]    
Related Party Transaction [Line Items]    
Due from related party $ 5,800 5,800
Related party relationship Former shareholder  
Guowei Zhang [Member]    
Related Party Transaction [Line Items]    
Related party relationship President of the Company  
Due to related party $ 1,056,221 394,077
Xinxin Chen [Member]    
Related Party Transaction [Line Items]    
Related party relationship Former shareholder  
Due to related party $ 1,500
Shaoxing Keqiao Zhuyi Technology Co., Ltd [Member]    
Related Party Transaction [Line Items]    
Related party relationship An entity controlled by a shareholder  
Due to related party $ 32,740,623
Beijing Zhibo Innovation Technology Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Related party relationship An entity which Guowei Zhang is a major shareholder  
Due to related party $ 33,211,152
v3.23.3
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
Related Party [Member]    
Related Party Transaction [Line Items]    
Transferred amounts $ 32,952,046 ¥ 234,289,035.38
v3.23.3
Schedule of Related Party Amount Before Transfers and Final Amounts Being Transferred (Details)
May 31, 2023
USD ($)
Jan. 15, 2023
USD ($)
Jan. 15, 2023
CNY (¥)
May 31, 2022
USD ($)
May 31, 2022
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 $ 32,740,623 32,740,623 232,785,827.31 $ 33,211,152 ¥ 221,267,008.77
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      
Related Party [Member]          
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   $ 32,740,623 ¥ 232,785,827.31    
v3.23.3
Related Party Transactions (Details Narrative)
12 Months Ended
Oct. 01, 2019
USD ($)
May 31, 2023
USD ($)
May 31, 2022
USD ($)
Jan. 15, 2023
USD ($)
Jan. 15, 2023
CNY (¥)
May 31, 2022
CNY (¥)
Sep. 01, 2020
USD ($)
Sep. 01, 2020
CNY (¥)
Oct. 01, 2019
CNY (¥)
Related Party Transaction [Line Items]                  
Due from related parties   $ 713,753 $ 11,814,399            
Repayments of related party debt   16,552 1,373,587            
Long term loans   $ 32,740,623 33,211,152 $ 32,740,623 ¥ 232,785,827.31 ¥ 221,267,008.77      
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              
First Loan [Member]                  
Related Party Transaction [Line Items]                  
Long term loans     30,305,855     201,909,728.77      
Second Loan [Member]                  
Related Party Transaction [Line Items]                  
Long term loans     $ 2,905,297     ¥ 19,357,280      
Loan Agreements [Member] | Beijing Zhibo [Member]                  
Related Party Transaction [Line Items]                  
Debt term 3 years                
Maximum borrowing $ 45,028,818               ¥ 300,000,000
Maximum borrowing, rate 3.60%                
Percentage of borrowings outstanding rate 25.00%                
Debt face amount             $ 3,302,098 ¥ 22,000,000  
v3.23.3
Schedule of Income Tax Expenses (Benefits) (Details) - USD ($)
12 Months Ended
May 31, 2023
May 31, 2022
Income Tax Disclosure [Abstract]    
Loss before tax $ (6,783,299) $ (6,894,883)
Tax credit calculated at statutory tax rate (1,695,825) (1,723,721)
Effect of different tax rates 17,832 1,721
Deferred tax asset not recognized during the year 1,678,216 1,722,000
Income tax expenses $ 223
v3.23.3
Income Taxes (Details Narrative)
12 Months Ended
May 31, 2023
Income Tax Disclosure [Abstract]  
Effective income tax rate 25.00%
v3.23.3
Schedule of Long-Term Borrowings Amount Transferred to Creditor (Details) - Jan. 15, 2023
USD ($)
CNY (¥)
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts $ 32,952,046 ¥ 234,289,035.38
Hangzhou Chiyi Enterprise Management Partnership [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 4,219,409 30,000,000.00
Hangzhou Chuangzhu Enterprise Management Partnership [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 1,420,139 10,097,186.49
Hangzhou HongKuo Enterprise Management Partnership [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 5,879,410 41,802,605.93
Hangzhou Hongying Enterprise Management Partnership [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 1,406,470 10,000,000.00
Hangzhou Liujin Enterprise Management Partnership [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 5,327,769 37,880,435.02
Hangzhou Ruiqi Enterprise Management Partnership [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 6,118,143 43,500,000.00
Hangzhou Zhusheng Enterprise Management Partnership [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 2,812,940 20,000,000.00
Hangzhou Zhuyuan Enterprise Management Partnership [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 2,812,940 20,000,000.00
Hangzhou Jizhong Ecological Technology Co., Ltd. [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 1,329,162 9,450,338.82
Hangzhou Liujin Enterprise Management Partnership Co., Ltd. [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 281,294 2,000,000.00
Hangzhou Renyigou E-Commerce Co., Ltd. [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 717,300 5,100,000.00
Hangzhou Yixin Supply Chain Management Co., Ltd. [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts 562,588 4,000,000.00
Hangzhou Zhizhu Parking Co., Ltd. [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Transferred amounts $ 64,482 ¥ 458,469.12
v3.23.3
Schedule of Long-Term Borrowings Amount Before Transfers and Final Amounts Being Transferred (Details)
May 31, 2023
USD ($)
Jan. 15, 2023
USD ($)
Jan. 15, 2023
CNY (¥)
May 31, 2022
USD ($)
May 31, 2022
CNY (¥)
Defined Benefit Plan Disclosure [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 $ 32,740,623 32,740,623 232,785,827.31 $ 33,211,152 ¥ 221,267,008.77
Hangzhou Chiyi Enterprise Management Partnership [Member]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [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]          
Defined Benefit Plan Disclosure [Line Items]          
Transferred amounts, Gross   64,482 458,469.12    
Transferred amounts, Offset     (458,469.12)    
Transferred amounts, Increase        
Transferred amounts, Net      
v3.23.3
Long-term Borrowings (Details Narrative)
12 Months Ended
Oct. 01, 2019
USD ($)
May 31, 2023
USD ($)
Jan. 15, 2023
USD ($)
Jan. 15, 2023
CNY (¥)
May 31, 2022
USD ($)
May 31, 2022
CNY (¥)
Sep. 01, 2020
USD ($)
Sep. 01, 2020
CNY (¥)
Oct. 01, 2019
CNY (¥)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                  
Long term loans   $ 32,740,623 $ 32,740,623 ¥ 232,785,827.31 $ 33,211,152 ¥ 221,267,008.77      
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              
First Loan [Member]                  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                  
Long term loans         30,305,855 201,909,728.77      
Second Loan [Member]                  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                  
Long term loans         $ 2,905,297 ¥ 19,357,280      
Loan Agreements [Member] | Beijing Zhibo [Member]                  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                  
Debt term 3 years                
Maximum borrowing $ 45,028,818               ¥ 300,000,000
Maximum borrowing, rate 3.60%                
Percentage of borrowings outstanding rate 25.00%                
Debt face amount             $ 3,302,098 ¥ 22,000,000  
v3.23.3
Schedule of Future Minimum Payments Under Long Term Non-Cancellable Operating Lease (Details) - USD ($)
May 31, 2023
May 31, 2022
Leases    
Within 1 year $ 136,710 $ 658,774
After 1 year but within 5 years 127,793 321,294
Total lease payments 264,503 980,068
Less: imputed interest (16,289) (42,520)
Total lease obligations 248,214 937,548
Less: current obligations (126,659) (637,110)
Long-term lease obligations $ 121,555 $ 300,438
v3.23.3
Leases (Details Narrative) - USD ($)
May 31, 2023
May 31, 2022
Leases    
Right of use of assets $ 277,184 $ 946,296
Operating lease liabilities current 126,659 637,110
Operating lease liabilities non current $ 121,555 $ 300,438
v3.23.3
Schedule of Non Controlling Ownership Interest (Details) - USD ($)
May 31, 2023
May 31, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
NCI balances $ (1,016,563) $ (626,651)
Liangshan [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 $ (864,174) $ (572,223)
Yibin [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
NCI ownership interest 20.00% 20.00%
NCI balances $ (19,951) $ (16,157)
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 $ (64,157) $ (12,186)
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 $ (66,755) $ (25,911)
Anping [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
NCI ownership interest 10.00% 10.00%
NCI balances $ (1,526) $ (174)
v3.23.3
Schedule of Statement of Financial Positions (Details) - USD ($)
May 31, 2023
May 31, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets $ 9,758,640 $ 11,468,713
Current assets 3,117,996 6,889,070
Current liabilities (3,902,103) (3,279,881)
Non-current liabilities (32,862,178) (33,511,590)
Accumulated Deficits (32,751,349) (26,355,961)
NCI balances (1,016,563) (626,651)
Noncontrolling Interest [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets 594,287 1,095,853
Current assets 136,740 718,680
Current liabilities (1,164,608) (910,543)
Non-current liabilities (66,590) (158,809)
Net Assets (500,171) 745,181
Less: Zhuyi capital and additional paid-in capital (2,429,376) (2,471,348)
Less: OCI (118,500) (109,915)
Accumulated Deficits (3,048,047) (1,836,082)
Accumulated Deficits attributable to NCI (978,431) (590,299)
Plus: OCI attributable to NCI (38,132) (36,352)
NCI balances (1,016,563) (626,651)
Liangshan [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets 391,073 708,532
Current assets 102,279 578,305
Current liabilities (748,450) (563,582)
Non-current liabilities (60,039) (127,000)
Net Assets (315,137) 596,255
Less: Zhuyi capital and additional paid-in capital (2,101,930) (2,101,930)
Less: OCI (100,820) (114,166)
Accumulated Deficits (2,517,887) (1,619,841)
Accumulated Deficits attributable to NCI (830,903) (534,548)
Plus: OCI attributable to NCI (33,271) (37,675)
NCI balances (864,174) (572,223)
Yibin [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets
Current assets 1,617 2,231
Current liabilities (86,863) (78,897)
Non-current liabilities
Net Assets (85,246) (76,666)
Less: Zhuyi capital and additional paid-in capital
Less: OCI (7,255) (2,060)
Accumulated Deficits (92,501) (78,726)
Accumulated Deficits attributable to NCI (18,500) (15,745)
Plus: OCI attributable to NCI (1,451) (412)
NCI balances (19,951) (16,157)
Xide [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets 49,521 68,075
Current assets 9,276 11,287
Current liabilities (238,248) (113,808)
Non-current liabilities
Net Assets (179,451) (34,446)
Less: Zhuyi capital and additional paid-in capital
Less: OCI (7,482) (1,240)
Accumulated Deficits (186,933) (35,686)
Accumulated Deficits attributable to NCI (61,688) (11,777)
Plus: OCI attributable to NCI (2,469) (409)
NCI balances (64,157) (12,186)
Taining [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets 153,693 230,103
Current assets 23,567 23,313
Current liabilities (91,047) (37,110)
Non-current liabilities (6,551) (20,787)
Net Assets 79,662 195,519
Less: Zhuyi capital and additional paid-in capital (310,895) (303,483)
Less: OCI (3,589) 7,713
Accumulated Deficits (234,822) (100,251)
Accumulated Deficits attributable to NCI (65,750) (28,071)
Plus: OCI attributable to NCI (1,005) 2,160
NCI balances (66,755) (25,911)
Anping [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-current assets 89,143
Current assets 1 103,544
Current liabilities (117,146)
Non-current liabilities (11,022)
Net Assets 1 64,519
Less: Zhuyi capital and additional paid-in capital (16,551) (65,935)
Less: OCI 646 (162)
Accumulated Deficits (15,904) (1,578)
Accumulated Deficits attributable to NCI (1,590) (158)
Plus: OCI attributable to NCI 64 (16)
NCI balances $ (1,526) $ (174)
v3.23.3
Reserves (Details Narrative)
12 Months Ended
May 31, 2023
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.
v3.23.3
Quantitative and Qualitative Disclosure about Market Risks (Details Narrative)
12 Months Ended
May 31, 2023
USD ($)
Quantitative And Qualitative Disclosure About Market Risks  
Annual interest rate 4.00%
Interest expense $ 1,300,000
Interest rate increase decrease 10.00%
Increase decrease in interest expense $ 32,371

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