U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~November~~May 3031, ~~2024~~2025

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

For the transition period from __________ to __________

Commission file number: 000-56570

Jingbo Technology, Inc.

(Exact name of Company as specified in its charter)

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

Building B8, China Zhigu, Yinhu Street,
Floor 1 to 6, No. 1 to 10, Chuangyi Road Yinhu Village,
Fuyang District, Hangzhou,
Shoujiang Town Fuyang District, China.		310000
Zhejiang, China.		310000
(Address of principal executive offices)		Zip Code
(Address of principal executive offices)		(Zip Code)

+86 57187197085

(Company’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class		Name of Each Exchange On Which Registered
Common Stock, $0.001 par value per share		N/A

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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

As of ~~January~~July 1715, 2025, 555,315,412 shares of the issuer’s common stock were issued and outstanding.

Documents Incorporated By Reference: None

FORM 10-Q

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended August 31, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Balance Sheets as of May 31, 2025 (Unaudited) and February 28, 2025 (Audited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended August 31, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Operations for the Three Months Ended May 31, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended August 31, 2024 and 2023 (unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity/(Deficit)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended May 31, 2025 and 2024	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
	Notes to Financial Statements (Unaudited)	7
Item 4.	Controls and Procedures	30
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
PART II - OTHER INFORMATION
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 1.	Legal Proceedings	31
Item 4.	Controls and Procedures	34
Item 1A	Risk Factors	31
PART II - OTHER INFORMATION		35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 1.	Legal Proceedings	35
Item 3.	Defaults Upon Senior Securities	31
Item 1A	Risk Factors	35
Item 4.	Mine Safety Disclosures	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 5.	Other Information	31
Item 3.	Defaults Upon Senior Securities	35
Item 6.	Exhibits	31
Item 4.	Mine Safety Disclosures	35
SIGNATURES		32
Item 5.	Other Information	35
Item 6.	Exhibits	35
SIGNATURES		36

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements.

Jingbo Technology, Inc.

Condensed Consolidated Balance Sheets

	November 30, 2024 (Unaudited)			February 29, 2024 (Audited)
	May 31, 2025 (Unaudited)			February 28, 2025 (Audited)
	$			$
Assets
Current assets
Cash and cash equivalents		~~141~~142,~~990~~884			~~142~~105,~~434~~265
Restricted cash		6,~~638~~236			69,~~071~~492
Accounts receivable		~~347~~95,~~256~~189			~~500~~122,~~564~~614
Inventories		~~134~~149,~~415~~584			~~203~~119,~~752~~006
Amount due from related parties		1670,~~363~~734			~~110~~70,~~173~~104
Prepaid expenses and other current assets		56,~~790~~820,~~271~~661			36,~~292~~659,~~994~~078
Total current assets		67,~~436~~285,~~933~~288			47,~~255~~085,~~988~~559
Non-current assets
Plant and equipment, net		5,673,467			6,000,826
Property, plant and equipment, net		4,966,821			5,020,365
Intangible assets, net		98,~~738~~232			138,~~867~~911
Right-of-use assets		9473,~~323~~250			8577,~~541~~318
Other non-current assets		129,~~680,216~~827			230,~~510,438~~663
Total non-current assets		75,~~457~~078,~~744~~130			85,~~610~~137,~~672~~257
Total Assets		1312,~~894~~363,~~677~~418			12,~~866~~222,~~660~~816
Liabilities and Stockholders’ (Deficit) Equity
Current liabilities
Short-term Loan		1,~~380~~389,~~777~~063			1,~~389~~373,~~333~~098
Accounts payables		~~862~~689,~~255~~251			~~643~~629,~~192~~535
Advances from customers		3,~~865~~345,~~024~~936			383,~~168~~595,420
Other current payables		36,~~930~~448,~~276~~878			25,~~464~~749,~~304~~278
Taxes payable		5156,~~451~~117			6067,~~639~~723
Amounts due to related parties		242,~~650~~285,~~383~~859			232,~~959~~245,~~944~~834
Operating lease liabilities, current		269,~~572~~389			809,~~165~~177
Total current liabilities		3414,~~766~~224,~~738~~493			2813,~~635~~670,~~745~~065
Non-current liabilities
Operating lease liabilities		6563,~~502~~934			1565,~~496~~791
Long term payable		~~966~~21,~~544~~745,384			221,~~917~~495,~~599~~468
Total non-current liabilities		121,~~032~~809,~~046~~318			221,~~933~~561,~~095~~259
Total Liabilities		3536,~~798~~033,~~784~~811			3135,~~568~~231,~~840~~324
Commitments and Contingencies (Note 14)		-			-
Stockholders’ (Deficit) Equity
Common stock ($0.001 par value, 50,000,000,000 and 50,000,000 shares authorized, 555,315,412 and 5,315,412 share issued and outstanding as of November 30, 2024 and February 29, 2024, respectively)		555,315			5,315
Common stock ($0.001 par value, 50,000,000,000 shares authorized, 555,315,412 shares issued and outstanding as of May 31, 2025 and February 28, 2025, respectively)		555,315			555,315
Additional paid-in capital		89,~~980~~672,~~921~~563			9,~~530~~672,~~921~~563
Accumulated deficit		(3335,~~676~~732,~~030~~174	)		(2935,~~311~~326,~~229~~578	)
Accumulated other comprehensive income		2,~~410~~011,~~435~~876			2,~~109~~264,~~066~~403
Non-controlling interest		(~~174~~177,~~748~~973	)		(1174,~~036,253~~211	)
Total (Deficit) Equity		(2123,~~904~~670,~~107~~393	)		(1823,~~702~~008,~~180~~508	)
Total Liabilities and (Deficit) Equity		1312,~~894~~363,~~677~~418			12,~~866~~222,~~660~~816

Jingbo Technology, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

	Three months ended November 30, 2024			Three months ended November 30, 2023			Nine months ended November 30, 2024			Nine months ended November 30, 2023
	$			$			$			$
Net revenues		784,206			305,559			1,488,982			1,110,231
Cost of revenues		(841,439	)		(549,449	)		(2,051,311	)		(1,981,174	)
Gross loss		(57,233	)		(243,890	)		(562,329	)		(870,943	)
Operating expenses:
Selling and marketing expenses		(9,992	)		(42,019	)		(427,939	)		(218,659	)
General and administrative expenses		(588,216	)		(949,461	)		(2,344,664	)		(2,924,747	)
Research and development expenses		(110,401	)		(94,341	)		(277,385	)		(299,175	)
Impairment reversal/(loss)		-			149			-			(4,475	)
Total operating expenses		(708,609	)		(1,085,672	)		(3,049,988	)		(3,447,056	)
Operating loss		(765,842	)		(1,329,562	)		(3,612,317	)		(4,317,999	)
Interest income		471			154			552			479
Interest expense		(14,817	)		(9,818	)		(76,038	)		(9,818	)
Other income/(expense)		54,552			(13,146	)		(2,515,333	)		(322,575	)
Total other income/(expenses)		40,206			(22,810	)		(2,590,819	)		(331,914	)
Income before income tax expense		(725,636	)		(1,352,372	)		(6,203,136	)		(4,649,913	)
Income tax expense		(796	)		-			(810	)		-
Net loss		(726,432	)		(1,352,372	)		(6,203,946	)		(4,649,913	)
Other comprehensive income (loss):
Foreign currency translation income/(loss)		285,288			(354,036	)		275,918			388,811
Total comprehensive loss		(441,144	)		(1,706,408	)		(5,928,028	)		(4,261,102	)
Net loss attributable to:
Owners of the Company		(752,503	)		(1,330,058	)		(6,183,144	)		(4,427,612	)
Non-controlling interest		26,071			(22,314	)		(20,802	)		(222,301	)
Net loss		(726,432	)		(1,352,372	)		(6,203,946	)		(4,649,913	)
Total comprehensive loss attributable to:
Owners of the Company		(457,771	)		(1,693,398	)		(5,896,790	)		(4,039,298	)
Non-controlling interest		16,627			(13,010	)		(31,238	)		(221,804	)
Total comprehensive loss		(441,144	)		(1,706,408	)		(5,928,028	)		(4,261,102	)
Loss per common share:
Basic and diluted		(0.01	)		(0.00	)		(0.20	)		(0.00	)
Weighted average number of common shares outstanding:
Basic and diluted		83,886,840			1,061,900,000			31,410,303			1,061,900,000

for the three months ended May 31, 2025 and 2024

	2025			2024
	$			$

Net revenues		461,630			308,534
Cost of revenues		(333,977	)		(512,305	)
Gross profit/(loss)		127,653			(203,771	)

Operating expenses:
Selling and marketing expenses		(22,956	)		(97,177	)
General and administrative expenses		(496,698	)		(792,244	)
Research and development expenses		(64,336	)		(81,473	)
Impairment losses		68,919			-
Total operating expenses		(515,071	)		(970,894	)

Operating loss		(387,418	)		(1,174,665	)

Other income (expenses):
Interest income		135			62
Interest expense		(15,335	)		(27,956
Other income/(expense)		(2,706	)		(2,051	)
Total other income and (expenses)		(17,906	)		(29,945	)

Loss before taxes from operations		(405,324	)		(1,204,610	)

Provision for income taxes		(3,547	)		(14	)

Net loss		(408,871	)		(1,204,624	)

Other comprehensive income:
Foreign currency translation income		(253,014	)		128,480
Total comprehensive loss		(661,885	)		(1,076,144	)

Net loss attributable to :
Owners of the Company		(405,596	)		(1,167,676	)
Non-controlling interest		(3,275	)		(36,948	)
Net loss		(408,871	)		(1,204,624	)
Total comprehensive loss attributable to:
Owners of the Company		(658,123	)		(1,037,643	)
Non-controlling interest		(3,762	)		(38,501	)
Total comprehensive loss		(661,885	)		(1,076,144	)
Loss per common share:
Basic and diluted		(0.001	)		(0.23	)

Weighted Average Number of Common Share Outstanding:
Basic and Diluted		555,315,412			5,315,412

Jingbo Technology, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the ~~nine~~three months ended ~~November~~May 3031, 2024 and 2023

					Additional						Other			Total ~~Shareholders’~~			Non-
	Common Stock				Paid In			~~Retained~~Accumulated			Comprehensive			~~(Deficit)~~Shareholders’			controlling			Total
	Shares		Amount		Capital			~~Earnings~~Deficit			Income/(loss)			Equity			Interest			Equity
Balance at, February 28, 2023		1,061,900,000		1,061,900		8,474,336			(24,015,106	)		1,365,197			(13,113,673	)		(842,707	)		(13,956,380	)
Net loss		-		-		-			(4,427,612	)		-			(4,427,612	)		(222,301	)		(4,649,913	)
Foreign currency translation adjustments		-		-		-			-			388,314			388,314			497			388,811
Balance at, November 30, 2023		1,061,900,000		1,061,900		8,474,336			(28,442,718	)		1,753,511			(17,152,971	)		(1,064,511	)		(18,217,482	)
Balance at, February 29, 2024		5,315,412		5,315		9,530,921			(29,311,229	)		2,109,066			(17,665,927	)		(1,036,253	)		(18,702,180	)
Balance		5,315,412		5,315		9,530,921			(29,311,229	)		2,109,066			(17,665,927	)		(1,036,253	)		(18,702,180	)
Net income		-		-		-			(1,167,676	)					(1,167,676	)		(36,948	)		(1,204,624	)
Net loss		-		-		-			(6,183,144	)		-			(6,183,144	)		(20,802	)		(6,203,946	)
Foreign currency translation adjustments		-		-		-			-			130,033			130,033			(1,553	)		128,480
Foreign currency translation adjustments		-		-		-			-			286,354			286,354			(10,436	)		275,918
Balance at, May 31, 2024		5,315,412		5,315		9,530,921			(30,478,905	)		2,239,099			(18,703,570	)		(1,074,754	)		(19,778,324	)
Issuance of common stocks		550,000,000		550,000		(550,000	)		-			-			-			-			-
Balance at, February 28, 2025		555,315,412		555,315		9,672,563			(35,326,578	)		2,264,403			(22,834,297	)		(174,211	)		(23,008,508	)
Disposal of subsidiaries		-		-		-			1,818,343			15,015			1,833,358			892,743			2,726,101
Balance		555,315,412		555,315		9,672,563			(35,326,578	)		2,264,403			(22,834,297	)		(174,211	)		(23,008,508	)
Balance at, November 30, 2024		555,315,412		555,315		8,980,921			(33,676,030	)		2,410,435			(21,729,359	)		(174,748	)		(21,904,107	)
Net income				-		-			(405,596	)					(405,596	)		(3,275	)		(408,871	)
Balance		555,315,412		555,315		8,980,921			(33,676,030	)		2,410,435			(21,729,359	)		(174,748	)		(21,904,107	)
Foreign currency translation adjustments				-		-						(252,527	)		(252,527	)		(487	)		(253,014	)
Balance at, May 31, 2025		555,315,412		555,315		9,672,563			(35,732,174	)		2,011,876			(23,492,420	)		(177,973	)		(23,670,393	)
Balance		555,315,412		555,315		9,672,563			(35,732,174	)		2,011,876			(23,492,420	)		(177,973	)		(23,670,393	)

Jingbo Technology, Inc.

Condensed Consolidated Statements of Cash Flows

For the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025 and ~~2023~~2024

	2024			2023
	2025			2024
	$			$
Net loss		(6408,~~203,946~~871	)		(41,~~649~~204,~~913~~624	)
Adjustments to reconcile net loss to net cash used in operating activities
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		~~561~~127,~~977~~830			~~609~~194,~~273~~187
Depreciation of right-of-use assets		485,~~666~~683			~~120~~18,~~933~~934
Bad debt expense		-68,919			~~4,475~~-
Loss on disposal of fixed assets		~~221,161~~805			~~776~~-
Loss on disposal of subsidiaries		2,086,434			-
Transfers from construction in progress to costs of revenue		1,201			-
Changes in operating assets and liabilities
Accounts receivable		~~151~~(40,~~333~~290	)		49(5,~~873~~355	)
Inventories		68(40,~~584~~972	)		~~(431~~47,~~531~~465	)
Prepaid expenses and other current assets		(291,~~536,115~~795	)		(3445,~~278,762~~810	)
Other non-current assets		~~840,143~~-			~~330~~109,~~804~~306
Accounts payable and other current liabilities		3383,~~554,712~~676			5866,~~422,028~~188
Net cash used in operating activities		(1,207,051	)		(1,822,044	)
Net cash provided by operating activities		6,186			471,911
Cash flows from investing activities
Purchase of property and equipment		(484,198	)		(53,188	)
Purchase of property, plant and equipment		(4,821	)		(263,943	)
Purchase of other non current assets		(21,695	)		-
Interest-free loan lent to related parties		-			(1,406	)
Interest-free loan lent to related parties		2,086			-
Interest-free loan repaid by related parties		-			94,170
Interest-free loan repaid by related parties		96,004			-
Net cash used in investing activities		(4,821	)		(171,179	)
Net cash used in investing activities		(407,803	)		(53,188	)
Cash flows from financing activities
Proceeds of short-term loan		-			1,402,615
Proceeds from interest-free loan from related parties		32,172			171,636
Proceeds from long-term loan		-			2,779,263
Net cash provided by financing activities		32,172			171,636
Repayment of interest-free loan to related parties		(263,927	)		(3,637,976	)
Effect of exchange rate changes on cash and cash equivalents		826			(6,277	)
Proceeds from interest-free loan from related parties		1,098,177			1,069,957
Net increase/(decrease) of cash and cash equivalents		34,363			466,091
Disposal of subsidiaries, net of cash disposed of		797,634			-
Cash and cash equivalents–beginning of year		114,757			148,505
Net cash provided by financing activities		1,631,884			1,613,859
Cash and cash equivalents–end of year		149,120			614,596
Effect of exchange rate changes on cash and cash equivalents		(16,907	)		(6,949	)
Net change of cash and cash equivalents		123			(268,322	)
Cash and cash equivalents–beginning of year		148,505			331,073
Cash and cash equivalents–end of year		148,628			62,751
Supplementary cash flow information:
Income taxes		~~810~~3,547			~~179~~14
Interest expense		7615,~~038~~335			927,~~818~~956

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 Parking”), a Cayman Island company formed on June 29, 2022, Chen Xinxin (“Xinxin”), the officer and director, and control shareholder of Intelligence and the shareholders of Intelligence (the “Shareholders”). Under the Share Exchange Agreement, ~~one~~One ~~hundred~~Hundred ~~percent~~Percent (100%) of the ownership interest of Intellegence was exchanged for 1,000,000,000 shares of common stock of ~~SVMB~~the Company issued to the Shareholders, in accordance with the Share Exchange Agreement. The former stockholders of of Intellegence ~~acquired~~will acquire a majority of the issued and outstanding common stock as a result of the share exchange transaction. The ~~transaction~~ 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~~will hold a total of 200,000,000 issued and outstanding shares of Intellegence. ~~Zhang~~ Zhang Guowei is the sole director of Intellegence Parking ~~Group Limited~~.

Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and Intellegence is now a wholly owned subsidiary.

Intellegence Parking ~~Group Limited (“Intellegence Parking”)~~ was incorporated on June 29, 2022 under the laws of Cayman Islands. It is controlled by Guowei Zhang, Xiujuan Chen, Hongwei Li and Chuchu Zhang. Intellegence Parking is an investment holding company.

Intellegence Parking (Hong Kong) Limited (“Intellegence HK”) was incorporated on July 20, 2022 under the laws of Hong Kong SAR. Intelligence HK is a wholly subsidiary of Intellegence Parking since incorporation and it is an investment holding company.

Huixin Zhiying (Hangzhou) Technology Co. (“Huixin WFOE”) was incorporated on October 24, 2022 under the laws of PRC. It is a wholly ~~owned~~ owned subsidiary of Intellegence HK since incorporation and it is an investment holding company.

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

On November 18, 2024, Jingbo Technology, Inc. the Company entered into a Shares Exchange Agreement (the “Shares Exchange Agreement”), Xinghe Technology Limited (“Xinghe”), a British Virgin Islands company and Hangdu Technology Limited (“Hangdu”), a British Virgin Islands company and the sole shareholder of Xinghe. Pursuant to the Share Exchange Agreement, the Company issued 550,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company to Hangdu, in consideration for the acquisition of all the issued and outstanding shares in Xinghe (the “Acquisition”). Hangdu will transfer all the issued and outstanding shares of Xinghe at the closing of the Share Exchange Agreement.

On December 9, 2024, the Acquisition was completed pursuant to the terms of the Shares Exchange Agreement dated November 18, 2024 described in the Company’s Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2024. As consideration for the Acquisition, the Company issued 550,000,000 shares of Common Stock to Hangdu in exchange for the 50,000 ordinary shares, representing all the issued and outstanding shares of Xinghe, owned by Hangdu. After the Acquisition, Hangdu became the largest shareholder of Jingbo and held approximately 99.0% issued and outstanding shares of Jingbo. Xiujuan Chen, a citizen of People’s Republic of China, is the sole shareholder of Hangdu.

Keqiao Limited HK was incorporated under the laws of the HK on October 2, 2024, which was fully owned by Xinghe. Keqiao Limited HK is an investment holding company. Keqiao WFOE was incorporated under the laws of the PRC on September 22, 2024. Its sole director is Xiujuan Chen. It specializes in digital culture and creative software development.

Guangzhou Keqiao Enterprise Management Consulting Co., Ltd. (“Keqiao WFOE”) was incorporated under the laws of the PRC on August 22, 2024. Its sole director is Xiujuan Chen. It mainly focuses on IT system maintenance, digital content creation, AI and big data solutions, software and system development.

Keqiao WFOE entered into a series of contractual arrangements, including equity pledge agreements, shareholders’ voting rights proxy agreement, exclusive business cooperation agreements, and exclusive call option agreements, with Guangzhou Keqiao, giving Keqiao WFOE’s right to control and operate the business of Guangzhou Keqiao.

The Company consolidated its financial statements due to common control.

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

	Country/Place and date of	Percentage of direct or indirect economic benefits ownership
Companies	incorporation/establishment	~~November~~May 3031, ~~2024~~2025			February 28, ~~2023~~2025
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	%
Guangzhou Keqiao Enterprise Management Consulting Co., Ltd	PRC August 22, 2024		100	%		100	%
Xinghe Technology Limited	BVI September 9, 2024		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	%
Guangzhou Keqiao Technology Co., Ltd	PRC February 18, 2022		100	%		100	%

On March 8, 2023, the Company changed its name from Savmobi Technology, Inc. to Jingbo Technology, Inc by filing a certificate of amendment with the Nevada Secretary of State. On February 8, 2024, Financial Industry Regulatory Authority (“FINRA”) announced the Company’s name change.

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

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

2. Variable Interest Entities

Pursuant to ~~the~~ Business Operation ~~Agreement~~Agreements, one entered into among Huixin WFOE and Zhejiang Jingbo Ecological Technology Co., and the other among Keqiao WFOE and Guangzhou Keqiao, the Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective nominee shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.

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. On October 12, 2024, Linglingyi was deregistered.

Liangshan Tongfu Technology Co. (“Liangshan”) was incorporated on November 13, 2018. On September 29, 2022, Hangzhou Zhuyi entered in a share agreement with Hangzhou Kaai Technology Co. to purchase 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. On August 27, 2024 Liangshan was transferred.

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

Haikou Zhuyi Technology Co. (“Haikou”) was incorporated on May 9, 2022 which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications. On August 27, 2024, Haikou was transferred.

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. On August 27, 2024 Yibin was transferred.

Xide Zhuyi Technology Co. (“Xide”) was incorporated on October 14, 2021, which is 67% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

Hubei Tongpo Parking Management Co. (“Tongpo”) was incorporated on November 4, 2020, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

Zhuyi Technology (Taining) Co. (“Taining”) was incorporated on May 18, 2021, which is 72% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

On August 27, 2024, Hangzhou Zhuyi entered into a shares transfer agreement with Qiaofei Li and Haikou. Pursuant to the agreement, Hangzhou Zhuyi transferred all the equity interest of Haikou to Qiaofei Li for consideration of $0. Haikou has no material operations before the transfer, and Hangzhou Zhuyi received a valuation report from a third party before it entered into the agreement.

On the same date, Hangzhou Zhuyi entered into a shares transfer agreement with Lili Xu and Yibin. Pursuant to the shares transfer agreement, Hangzhou Zhuyi transferred all the entity interest it owned in Yibin to Lili Xu for consideration of $0. Yibin has no material operations before the transfer, and Hangzhou Zhuyi received a valuation report from a third party before it entered into the agreement.

On the same date, Hangzhou Zhuyi entered into a shares transfer agreement with Changsen Chi and Liangshan. Pursuant to the shares transfer agreement, Hangzhou Zhuyi transferred all the equity interest it owned in Liangshan to Changsen Chi for consideration of $0. Linghsan has no material operations before the transfer, and Hangzhou received a valuation report from a third party before it entered into the agreement.

OnZhuyi ~~August~~Technology ~~22,~~(Taining) ~~2024,~~Co. ~~Hangzhou~~(“Taining”) ~~Zhuyi~~was ~~passed~~incorporated aon ~~shareholder~~May ~~resolution. Pursuant to the resolution~~18, ~~given that Linglingyi has no material operations~~2021, ~~the~~ ~~shareholder~~which ~~has~~is ~~decided~~72% toowned ~~liquidate~~by ~~Linglingyi~~Hangzhou Zhuyi. ~~The~~It ~~disposition~~mainly ~~process was completed~~ focuses on ~~September~~smart ~~11,~~parking ~~2024,~~projects ~~the~~and ~~last~~smart ~~day~~parking ofmobile ~~announcement period, pursuant to the applicable laws in China~~applications.

~~Intellengence~~Zhongxiang ~~Parking~~Huji ~~Group~~Town ~~Limited~~Zhuyi ~~provides~~Technology ~~smart~~Co. ~~parking~~(“Huji”) ~~projects,~~was ~~smart~~incorporated ~~parking~~on ~~mobile~~August ~~applications~~14, ~~and~~2023, ~~cloud~~which ~~platform~~is ~~construction~~a ~~innovation~~wholly ~~through~~subsidiary of Hangzhou Zhuyi. ~~its~~It ~~consolidated~~mainly ~~subsidiaries,~~focuses ~~variable~~on ~~interest~~smart ~~entities~~parking ~~(“VIE”s)~~projects and ~~VIE’s~~smart ~~subsidiaries~~parking ~~(Collectively,~~mobile ~~the “Group”)~~applications.

Leshan Zhuyi Qifeng Intelligent Technology Development Co. (“Leshan”) was incorporated on March 14, 2024, which is 65% 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, Jingbo VIE (“VIE 1”) and its subsidiaries (Collectively, the “Group 1”).

Keqiao WFOE entered into a series of contractual arrangements, including equity pledge agreements, shareholders’ voting rights proxy agreement, exclusive cooperation agreements, and exclusive call option agreements, with Guangzhou Keqiao giving Keqiao WFOE’s right to control and operate the business of Guangzhou Keqiao.

Guangzhou Keqiao was incorporated under the laws of the PRC on August 22, 2024. Its sole director is Xiujuan Chen. It mainly focuses on IT system maintenance, digital content creation, AI and big data solutions, software and system development.

Shaoxing Keqiao was incorporated under the laws of the PRC on February 18, 2022, which was fully owned by Guangzhou Keqiao. It mainly focuses on intelligent parking projects.

Xinghe provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, Keqiao VIE (“VIE 2”), and its subsidiaries (collectively, the “Group 2”).

a. Contractual agreements with VIEs

Power of Attorney

Pursuant to the power of attorney agreements among the Wholly Foreign Owned Enterprises (“~~WFOEs~~WFOE(s)”), the VIEs and their respective ~~nominee~~ nominee shareholders, each nominee shareholder of the VIEs irrevocably undertakes to appoint the WFOE, as the attorney-in-fact to exercise ~~all~~ all of the rights as a shareholder of the VIEs, including, but not limited to, the right to convene and attend shareholders’ meeting, vote on any resolution that requires a shareholder vote, such as appoint or remove directors and other senior management, and other voting rights pursuant to the articles of association (subject to the amendments) of the VIEs. Each power of attorney agreement is irrevocable and remains in effect as long as the nominee shareholders continues to be a shareholder of the VIEs. Unless otherwise required by PRC Laws, none of the VIEs or its shareholders can unilaterally terminate this agreement.

Exclusive Option Agreements

Pursuant to the exclusive option agreements among WFOEs, the VIEs and their respective nominee shareholders, the nominee shareholders granted WFOEs exclusive right to purchase, when and to the extent permitted under PRC law, all or part of the equity interests from shareholders of VIEs. The exercise price for the options to purchase all or part of the equity interests shall be the minimum amount of consideration permissible under then applicable PRC law. The agreement shall be valid until WFOEs or its designated party purchases all the shares from shareholders of VIEs. The terms of the exclusive option agreement are 10 years and can be automatically extended until such time WFOEs delivers a confirmation letter specifying the renewal term of this agreement. Unless otherwise required by PRC Laws, the VIEs or its shareholders shall not unilaterally terminate this agreement.

Exclusive Business Corporation Agreement

Pursuant to the exclusive business cooperation agreements among the WFOEs and the VIEs, respectively, the WFOEs have the exclusive right to provide the VIEs with services related to, among other things, comprehensive technical support, professional training, consulting services, trademark and copyright of system,. Without prior written consent of the WFOEs, the VIEs agree not to directly or indirectly accept the same or any similar services provided by any others regarding the matters ascribed by the exclusive business cooperation agreements. The VIEs agree to pay the WFOEs services fees, which shall be determined by the WFOEs. The WFOEs have the exclusive ownership of intellectual property rights created as a result of the performance of the agreements. The agreements shall remain effective except that the WFOEs are entitled to terminate the agreements in writing. Unless otherwise required by PRC Laws, the VIEs shall not unilaterally terminate this agreement.

Equity Pledge Agreement

Pursuant to the equity pledge agreements among the WFOEs, the VIEs and their respective nominee shareholders, the nominee shareholders of the VIEs pledged all of their respective equity interests in the VIEs to the WFOEs as collaterals for performance of the obligations of the VIEs and their nominee shareholders under the exclusive business cooperation agreements, the power of attorney agreements, and the exclusive option agreements. The nominee shareholders of the VIEs also undertake that, during the term of the equity pledge agreements, unless otherwise approved by the WFOEs in writing, they will not transfer the pledged equity interests or create or allow any new pledge or other encumbrance on the pledged equity interests. These equity pledge agreements remain in force until VIEs and their respective nominee shareholders discharge all their obligations under the contractual agreements.

Spousal Consent Letter

Pursuant to the spousal consent letters, the spouses of some of the individual nominee shareholders of the VIEs unconditionally and irrevocably agree that the equity interest in the VIEs held by and registered in the name of his or her respective spouse will be disposed of pursuant to the relevant exclusive business cooperation agreements, equity pledge agreements, the exclusive option agreements and the power of attorney agreements, without his or her consent. In addition, each of them agrees not to assert any rights over the equity interest in the VIEs held by their respective spouses. In addition, in the event that any of them obtains any equity interest in the VIEs held by their respective spouses for any reason, such spouses agree to be bound by similar obligations and agreed to enter into similar contractual arrangements.

b. Risks in relation to the VIE structure

On March 15, 2019, the National People’s Congress adopted the Foreign Investment Law of the PRC, which became effective on January 1, 2020, together with their implementation rules and ancillary regulations. The Foreign Investment Law does not explicitly classify contractual arrangements as a form of foreign investment, but it contains a catch-all provision under the definition of “foreign investment”, which includes investments made by foreign investors through means stipulated in laws or administrative regulations or other methods prescribed by the State Council. It is unclear whether the Group’s corporate structure will be seen as violating the foreign investment rules as the Group is currently leveraging the contractual arrangements to operate certain business in which foreign investors are prohibited from or restricted to investing. If variable interest entities fall within the definition of foreign investment entities, the Group’s ability to use the contractual arrangements with its VIEs and the Group’s ability to conduct business through the VIEs could be severely limited.

If the PRC government otherwise finds that the Group in violation of any existing or future PRC laws or regulations or lacks the necessary permits or licenses to operate the business, the Group’s relevant PRC regulatory authorities could:

● revoke the business licenses and/or operating licenses of the Group’s PRC entities;

● impose fines;

● confiscate any income that they deem to be obtained through illegal operations, or impose other requirements with which the Group may not be able to comply;

● discontinue or place restrictions or onerous conditions on the Group’s operations;

● place restrictions on the right to collect revenues;

● require the Group to restructure ownership structure or operations, including terminating the contractual agreements with the VIEs and deregistering the equity pledges of the VIEs, which in turn would affect the ability to consolidate the financial results of and derive economic interests from the VIEs and their subsidiaries;

● restrict or prohibit the use of the proceeds from financing activities to finance the business and operations of the VIEs and their subsidiaries; or

● take other regulatory or enforcement actions that could be harmful to the Group’s business.

The imposition of any of these penalties may result in a material and adverse effect on the Group’s ability to conduct the Group’s business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIEs or the right to receive its economic benefits, the Group would no longer be able to consolidate the VIEs. The management believes that the likelihood for the Group to lose such ability is remote based on current facts and circumstances. However, the interpretation and implementation of the laws and regulations in the PRC and their application to an effect on the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual arrangements. Meanwhile, since the PRC legal system continues to rapidly evolve, it may lead to changes in PRC laws, regulations and policies or in the interpretation and application of existing laws, regulations and policies, which may limit legal protections available to the Group to enforce the contractual arrangements should the VIEs or the nominee shareholders of the VIEs fail to perform their obligations under those arrangements. The enforceability, and therefore the benefits, of the contractual agreements between the Company and the VIEs depend on nominee shareholders enforcing the contracts. There is a risk that nominee shareholders of VIEs, who in some cases are also shareholders of the Company may have conflict of interests with the Company in the future or fail to perform their contractual obligations. Given the significance and importance of the VIEs, there would be a significant negative impact to the Company if these contracts were not enforced.

The Group’s operations depend on the VIEs to honor their contractual agreements with the Group. The Company’s ability to direct activities of the VIEs that most significantly impact their economic performance and the Company’s right to receive the economic benefits that could potentially be significant to the VIEs depend on the authorization by the shareholders of the VIEs to exercise voting rights on all matters requiring shareholder approval in the VIEs. The Company believes that the agreements on authorization to exercise shareholder’s voting power are enforceable against each party thereto in accordance with their terms and applicable PRC laws or regulations currently in effect and the possibility that it will no longer be able to consolidate the VIEs as a result of the aforementioned risks and uncertainties is remote.

c. Summary of financial information of the Group’s VIEs (inclusive of VIE’s subsidiaries)

The following tables set forth the financial statement balances and amounts of the VIEs and their subsidiaries included in the condensed consolidated financial statements after the elimination of intercompany balances and transactions among VIEs and their subsidiaries within the Group.

Group 1

	November 30, 2024			February 29, 2024
	May 31, 2025			February 28, 2025
	$			$
Cash and cash equivalents		~~130~~122,~~788~~443			~~140~~96,~~766~~985
Restricted cash		6,~~638~~236			69,~~071~~492
Accounts receivable		~~347~~95,~~256~~189			~~500~~122,~~564~~614
Inventories		~~134~~149,~~415~~584			~~203~~119,~~752~~006
Prepaid expenses and other current assets		56,~~790~~785,~~271~~934			36,~~292~~624,~~994~~750
Amounts due from related parties		91235,~~980~~310			~~118~~157,~~771~~259
Plant and equipment, net		5,673,467			6,000,826
Property, plant and equipment, net		4,966,821			5,020,365
Intangible assets, net		98,~~738~~232			138,~~867~~911
Right-of-use assets		9473,~~323~~250			8577,~~541~~318
Other non-current assets		129,~~680,216~~827			230,~~510,438~~663
Total Assets		1312,~~959~~472,~~092~~826			12,~~873~~267,~~590~~363
Short-term Loan		1,~~380~~389,~~777~~063			1,~~389~~373,~~333~~098
Accounts payables		~~862~~689,~~255~~251			~~643~~629,~~192~~535
Advances from customers		3,~~865~~345,~~024~~936			383,~~168~~595,420
Other current payables		36,~~922~~428,~~565~~941			25,~~456~~740,~~551~~940
Taxes payable		5156,~~451~~117			6067,~~639~~723
Amounts due to related parties		23,~~122~~057,~~925~~770			22,~~812~~793,~~085~~389
Operating lease liabilities, current		269,~~572~~389			809,~~165~~177
Long term payable		966,544			2,917,599
Operating lease liabilities, non-current		63,934			65,791
Operating lease liabilities, non-current		65,502			15,496
Total Liabilities		35,040,401			34,275,073
Total Liabilities		34,263,615			30,413,228
Total (Deficit) Equity of VIEs		(22,567,575	)		(22,007,710	)
Total Deficit of VIEs		(20,304,523	)		(17,539,638	)
Total Liabilities and (Deficit) Equity of VIEs		12,472,826			12,267,363
Total Liabilities and Deficit of VIEs		13,959,092			12,873,590

	Nine months ended November 30, 2024			Nine months ended November 30, 2023
	Three Months Ended May 31, 2025			Three Months Ended May 31, 2024
	$			$
Net revenues		1461,~~488,982~~630			1308,~~110,231~~534
Cost of revenues		(2333,~~051,311~~977	)		(1512,~~981,174~~305	)
Gross loss		(562,329	)		(870,943	)
Gross income/ (loss)		127,653			(203,771	)
Total costs and expenses		(2407,~~609,175~~795	)		(2933,~~805,460~~348	)
Operating loss		(3280,~~171,504~~142	)		(31,~~676~~137,~~403~~119	)
Total other expenses		(217,~~590,819~~972	)		(~~331~~29,~~791~~945	)
Loss before taxes from operations		(5298,~~762,323~~114	)		(41,~~008~~167,~~194~~064	)
Provision for income taxes		(~~810~~3,545	)		-(14	)
Net loss		(5301,~~763,133~~659	)		(41,~~008~~167,~~194~~078	)
Net loss attributable to VIEs		(5298,~~742,331~~384	)		(31,~~785~~130,~~893~~130	)

1213

	Nine Months Ended November 30, 2024			Nine Months Ended November 30, 2023
	Three Months Ended May 31, 2025			Three Months Ended May 31, 2024
	$			$
Net cash used in operating activities		(766,196	)		(1,162,825	)
Net cash provided by operating activities		101,878			517,094
Net cash used in investing activities		(~~479~~80,~~641~~457	)		(53198,~~188~~805	)
Net cash provided by financing activities		1,252,284			1,036,276
Net cash (used in)/provided by financing activities		(620	)		141,678
Effect of exchange rate changes on cash and cash equivalents		~~(15~~1,~~858~~401	)		(68,~~949~~898	)
Net change in cash and cash equivalents		(9,411	)		(186,686	)
Net increase in cash and cash equivalents		22,202			451,069
Cash and cash equivalents at the beginning of period		~~146~~106,~~837~~477			~~249~~146,~~352~~837
Cash and cash equivalents at the end of period		~~137~~128,~~426~~679			62597,~~666~~906

Group 2

	May 31,		February 28,
	2025		2025

Cash and cash equivalents		1,612		1,574
Prepaid expenses and other current assets, net		34,727		34,328
Amounts due from related parties		22,377,915		22,121,347
Total Assets		22,414,254		22,157,249
Other current payables		33		32
Amounts due to related parties		1,834		1,812
Long term payable		21,745,384		21,495,468
Total Liabilities		21,747,251		21,497,312
Total (Deficit) Equity of VIE 2		667,003		659,937
Total Liabilities and (Deficit) Equity of VIE 2		22,414,254		22,157,249

	May 31,			February 28,
	2025			2025

Net revenues		-			-
Cost of revenues		-			(87	)
Gross loss		-			(87	)
Total costs and expenses		(602	)		(4,227	)
Operating loss		(602	)		(4,314	)
Total other income		-			52
Loss before taxes from operations		(602	)		(4,262	)
Provision for income taxes		-			-
Net loss		(602	)		(4,262	)
Net loss attributable to VIE 2		(602	)		(4,262	)

	May 31,			February 28,
	2025			2025

Net cash (used in)/provided by operating activities		(602	)		64,828
Net cash provided by/(used in ) investing activities		620			(63,240	)
Net cash provided by /(used in) financing activities		-			-
Effect of exchange rate changes on cash and cash equivalents		20			(14	)
Net increase in cash and cash equivalents		38			1,574
Cash and cash equivalents at the beginning of period		1,574			-
Cash and cash equivalents at the end of period		1,612			1,574

3. Summary of Significant Accounting Policies

The Company’s significant accounting policies have not changed from the year ended February 2928, ~~2024~~2025.

The accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United Statements of America. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these unaudited condensed interim financial statements. These unaudited condensed interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2928, ~~2024~~2025, as filed with the SEC on July 512, ~~2024~~2025. Operating results for the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025 are not necessarily indicative of the results that may be expected for any subsequent quarter or for the year ending February 28, ~~2025~~2026.

Going Concern

The Company incurred net loss of $6408,~~203,946~~871 during the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025. As of ~~November~~May 3031, ~~2024~~2025, the Company had total deficit of $2135,~~904~~732,~~107~~174 and had net cash ~~used~~provided inby operating activities of $16,~~207,051~~ 186. The Company incurred net loss of $56,~~482~~016,~~077~~408 during the year ended February 2928, ~~2024~~2025. As of February 2928, ~~2024~~2025, the Company had total deficit of $1835,~~702~~326,~~180~~578 and had net cash used by operating ~~activities~~ activities of $1,~~833~~325,~~699~~190.

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

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

Foreign currency translation

The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are in Renminbi (RMB). The Company’s assets and liabilities are translated into United States dollars from RMB at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

	11302024		02292024		11302023
		05312025		02292025		05312024
Period/Year end RMB: US$ exchange rate		7.~~2423~~1991		7.~~1977~~2828		7.~~1360~~2410
Annual average RMB: US$ exchange rate		7.~~1893~~2549		67.~~8392~~2123		7.~~1295~~1148

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

Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive effects of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warrants are calculated using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

~~4. Trade Receivables~~15

4. Account Receivables

The Company does not provide any credit terms to its customers for smart parking. Cash will be collected by the exit of parking lots. The Company provides one to three months credits term for customers purchasing parking equipment.

5. Prepaid Expenses and Other Current Assets

	November 30, 2024			February 29, 2024
	May 31, 2025			February 28, 2025
Prepayment to vendors	$	21,~~612~~677,~~810~~704		$	~~421~~1,~~055~~885,404
Prepayment for rental (a)(a)		427,183			429,923
Prepayment for rental		110			107
Deposit		~~265~~2,~~064~~920,608			~~344~~1,~~997~~018,681
Loan receivable (b)(b)		1,444,516			1,299,420
Rent receivable (a)		-			1,592,794
Advances to employees		824,592			541,590
Loan receivable (b)		1,549,188			1,531,383
Other		361,695			397,190
Advances to employees		514,637			474,517
VAT		-			5,310
Other		305,884			293,719
Total		5,935,860			3,439,485
VAT		4,179			12,379
Allowance for doubtful debt		(145,589	)		(146,491	)
Total		6,972,310			6,808,984
Total		5,790,271			3,292,994
Allowance for doubtful debt		(151,649	)		(149,906	)
Total		6,820,661			6,659,078

(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 November 30, 2024.
(b)	Loan receivables are loans borrow to third parties. All loans are interest free and will be repaid on demand.

(a)	As of the year end February 28, 2025 the Xiaoshan airport project has been suspended. Rental fee in relation with the project will be refunded. For three months ended May 31, 2025, the refund has been received by the Company.

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

6. Property, Plant and Equipment, Net

	Furniture, fixtures and office equipment			Building (a)			Vehicles			Project Facilities			Construction in progress			Total
Cost		$			$			$			$			$			$
At February 29, 2024		929,598			4,383,002			136,454			2,558,909			988,118			8,996,081
At February 28, 2025		639,933			4,303,981			46,608			2,283,870			923,807			8,198,199
Beginning balance, cost		929,598			4,383,002			136,454			2,558,909			988,118			8,996,081
Cost at beginning		639,933			4,303,981			46,608			2,283,870			923,807			8,198,199
Additions during the year		~~2,392~~-			-			~~4,838~~-			~~454~~3,~~430~~066			~~448~~17,~~361~~170			~~910~~20,~~020~~236
Disposals during the year		~~(281,837~~-	)		(28152,~~167~~644	)		~~(86,337~~-	)		(~~757~~1,~~917~~077,104	)		(~~425~~1,~~822~~201	)		(1,~~580~~230,~~080~~949	)
Effects of currency translation		(37,~~680~~440	)		~~(26~~48,~~786~~858	)		~~(243~~542	)		~~(13~~18,~~539~~234	)		(610,~~250~~865	)		~~(50~~85,~~497~~939	)
At November 30, 2024		646,473			4,328,049			54,712			2,241,883			1,004,407			8,275,524
At May 31, 2025		647,373			4,200,195			47,150			1,228,066			950,641			7,073,425
Ending balance, cost		646,473			4,328,049			54,712			2,241,883			1,004,407			8,275,524
Cost at ending		647,373			4,200,195			47,150			1,228,066			950,641			7,073,425
Accumulated depreciation
At February 29, 2024		834,821			716,643			115,119			1,328,672			-			2,995,255
At February 28, 2025		588,886			906,653			17,125			1,231,928			-			2,744,592
Beginning balance, Accumulated depreciation		834,821			716,643			115,119			1,328,672			-			2,995,255
Accumulated depreciation at beginning		588,886			906,653			17,125			1,231,928			-			2,744,592
Depreciation during the year		235,~~044~~025			~~155~~49,~~323~~494			82,~~312~~191			~~368~~69,~~903~~159			-			~~555~~125,~~582~~869
Disposals during the year		~~(266,068~~-	)		(618,~~132~~731	)		~~(79,910~~-	)		(~~580~~771,~~987~~888	)		-			(~~933~~790,~~097~~619	)
Effects of currency translation		(36,~~362~~885	)		(510,~~506~~780	)		~~(185~~217	)		(68,~~630~~880	)		-			~~(15~~26,~~683~~762	)
At November 30, 2024		588,435			860,328			43,336			1,109,958			-			2,602,057
At May 31, 2025		600,796			948,196			19,533			538,079			-			2,106,604
Ending balance, Accumulated depreciation		588,435			860,328			43,336			1,109,958			-			2,602,057
Accumulated depreciation at ending		600,796			948,196			19,533			538,079			-			2,106,604
Impairment provision
At February 28, 2025		-			133,399			-			299,843			-			433,242
Impairment provision at beginning		-			133,399			-			299,843			-			433,242
Additions during the year		-			-			-			-			-			-
Disposals during the year		-			(133,913	)		-			(300,998	)		-			(434,911	)
Effects of currency translation		-			514			-			1,155			-			1,669
At May 31, 2025		-			-			-			-			-			-
Impairment provision at ending		-			-			-			-			-			-
Net book value
At February 29, 2024		94,777			3,666,359			21,335			1,230,237			988,118			6,000,826
At February 28, 2025		51,047			3,263,929			29,483			752,099			923,807			5,020,365
Beginning balance, Net book value		94,777			3,666,359			21,335			1,230,237			988,118			6,000,826
At May 31, 2025		46,577			3,251,999			27,617			689,987			950,641			4,966,821
At November 30, 2024		58,038			3,467,721			11,376			1,131,925			1,004,407			5,673,467
Ending balance, Net book value		58,038			3,467,721			11,376			1,131,925			1,004,407			5,673,467

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

1416

7. Intangible Assets

Cost	$
At February 29, 2024	28,181
At February 28,2025	27,852
Beginning balance, cost	28,181
Cost at beginning	27,852
Additions during the year	-
Disposals during the year	-
Effects of currency translation	~~(173~~324	)
At November 30, 2024	28,008
At May 31,2025	28,176
Ending balance, cost	28,008
Cost at ending	28,176
Accumulated depreciation
At February 29, 2024	14,314
At February 28,2025	18,941
Beginning balance, Accumulated depreciation	14,314
Accumulated depreciation at beginning	18,941
Depreciation during the year	~~4,073~~782
Disposals during the year	-
Effects of currency translation	~~(117~~221	)
At November 30, 2024	18,270
At May 31, 2025	19,944
Ending balance, Accumulated depreciation	18,270
Accumulated depreciation at ending	19,944
Net book value
At February 29, 2024	13,867
At February 28,2025	8,911
At November 30, 2024	9,738
At May 31, 2025	8,232

8. Right-of-use Assets

	$
Cost
At February 29, 2024		295,874
At February 28,2025		111,238
Additions during the year		~~64,445~~-
Write-off during the year		~~(18,740~~-	)
Effects of currency translation		(52,~~380~~474	)
At November 30, 2024		336,199
At May 31,2025		113,712
Accumulated depreciation
At February 29, 2024		210,333
At February 28,2025		33,920
Depreciation during the year		48,666
Depreciation during th year		4,968
Write-off during the year		~~(12,338~~-	)
Effects of currency translation		(41,~~785~~574	)
At November 30, 2024		241,876
At May 31,2025		40,462
Net book value
At February 29, 2024		85,541
At February 28,2025		77,318
At November 30, 2024		94,323
At May 31,2025		73,250

Right of use assets consisted of 63 contracts renting offices, ~~warehouses~~ and ~~parking lots~~warehouses. Contracted terms ranged from two to ~~fifteen years~~five years with the earliest start date being ~~January~~April 1, ~~2020~~2022.

159. Short-term borrowings

9 On September 18, 2024 the Company’s subsidiary, Hangzhou Zhuyi entered into a loan agreement of $1,389,063 (RMB10,000,000) with Zhejiang Chouzhou Commercial Bank with an annual interest rate of 4.50% and maturity date of September 17, 2025. The Company pays interest monthly, ~~Other~~and ~~non-current~~the ~~assets~~principal balance at maturity. The borrowing is secured by Floor 1 to 6, No. 1 to 10, Chuangyi Road, Yinhu Village, Shoujiang Town, Fuyang District, China and guaranteed by Jianqiang Liu, the vice present.

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 July 9, 2039. The Company has paid full rent as of November 30, 2024.17

10. ~~Short-term~~Other ~~borrowings~~payables and Accruals

On September 18, 2024, the Company’s subsidiary, Hangzhou Zhuyi entered into a loan agreement of $ 1,380,777 (RMB10,000,000) with Zhejiang Chouzhou Commercial Bank with an annual interest rate of 4.50% and maturity date of September 17, 2025. The Company pays interest monthly, and the principal balance at maturity. The borrowing is secured by Floor 1 to 6, No. 1 to 10, Chuangyi Road, Yinhu Village, Shoujiang Town, Fuyang District, China and guaranteed by Jianqiang Liu, the vice present.

11. Other payables and Accruals

	November 30, 2024		February 29, 2024
	May 31, 2025		February 28, 2025
	$	$	$	$
Accrued payroll and welfare payables		~~351~~298,~~093~~310		~~310~~251,~~753~~172
Deposit		8,~~823~~876		108,~~319~~774
Loans payable		~~283~~1,~~059~~981,150		~~697~~1,~~446~~369,933
Advanced to employees		-		70,902
Refund (a)		3,889,375		3,844,675
Refund (a)(a)		2,899,631		972,533
Other (b)		271,167		274,724
Other		387,670		402,351
Total		6,448,878		5,749,278
Total		3,930,276		2,464,304

(a) During the year ended February 2928, ~~2024~~2025 and February 2829, ~~2023~~2024, the Company entered into fourteen contracts with fourteen agents allowing them to use the Company’s software application to parking lots in the cities that are specified in the contracts for collecting fee. These contracts were terminated by the end of February 2928, ~~2024~~2025 by mutual agreements. The refund presents the amount will be repaid to these agents ~~within~~in the following 12 months.

~~12. Related~~(b) ~~Party~~Other ~~Transactions~~mainly included collection of parking fees on behalf of a third party.

~~The~~11. ~~following~~Related isParty ~~a list of related parties which the Company had transactions with during the nine months ended November 30, 2024 and the year ended February 29, 2024:~~Transactions

The following is a list of related parties which the Company had transactions with during the three months ended May 31, 2025 and the year ended February 28, 2025:

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

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

At ~~November~~May 3031, ~~2024~~2025 and February 2928, ~~2024~~2025, the Company owned funds from the following related parties:

	February 29,				Received			Exchange Rate		November 30,
	February 28, 2025		Provided		Received Repayment			Exchange Rate Translation		May 31, 2025
	2024		Provided		Repayment			Translation		2024
Intellegence Triumph Holdings Limited	$	5,000	$	-	$	-		$	-	$	5,000
Intellegence Triumph Holdings Limited	$	5,000	$	-		-			-		5,000
Virtue Victory Holdings Limited		5,200		-		-			-		5,200
Strength Union Holdings Limited		5,800		-		-			-		5,800
Hongwei Li		941,~~173~~240		~~2,086~~-		~~(96,004~~-	)		~~108~~14		~~363~~1,254
Total amounts due from related parties	$	110,173	$	2,086		(96,004	)		108		16,363
Sichuan Zhicheng Qifeng Technology Co., Ltd		52,864		-		-			616		53,480
Total amounts due from related parties	$	70,104	$	-	$	-		$	630	$	70,734

~~At November 30, 2024 and February 29, 2024, the Company owed funds to the following related parties:~~18

	February 29,							Exchange Rate			November 30,
	2024		Borrowed		Repaid			Translation			2024
Guowei Zhang	$	1,629,089	$	379,600		-			(2,965	)		2,005,724
Xiujuan Chen		347,333		718,577		-			(7,397	)		1,058,513
Chuchu Zhang		27,787		-		-			(171	)		27,616
Shaoxing Keqiao Zhuyi Technology Co., Ltd		21,955,735		-		(263,927	)		(133,278	)		21,558,530
Total amounts due to related parties	$	23,959,944	$	1,098,177		(263,927	)		(143,811	)		24,650,383

At May 31, 2025 and February 28, 2025, the Company owed funds to the following related parties:

	February 28, 2025		Borrowed		Repaid		Exchange Rate Translation		May 31, 2025
Guowei Zhang	$	2,046,179	$	32,172	$	-	$	5,531	$	2,083,882
Xiujuan Chen		172,193		-		-		2,003		174,196
Chuchu Zhang		27,462		-		-		319		27,781
Total amounts due to related parties	$	2,245,834	$	32,172	$	-	$	7,853	$	2,285,859

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

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

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

Due to business restructure, Zhibo was deregistered at the beginning of 2023. Before deregistration, on January 15, 2023, Zhibo transferred the debts to a number of companies/partnerships with the clauses unchanged. The table below set forth the amount transferred to each Zhibo’s creditor as of January 15, 2023.

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

For helping the Company consolidate debts and providing financial support to the Company, Shaoxin Keqiao Zhuyi Technology Co., Ltd., whose sole shareholder is Xiujuan Chen, took over the debts from the businesses mentioned in the table. Loan transfer agreements were executed on March 16 and 17, 2023 with the original clauses unchanged. Xiujuan Chen is also one of the shareholders of the Company. After the loans transferred to Shaoxin Keqiao Zhuyi Technology Co., Ltd., outstanding balances were offset in part or in full if the transferees were our current debtors.

The below table shows the movements of loans before the transfers and the final amounts being transferred.

Transferor	Balance as at January 15, 2023 (RMB)		Offset (RMB)			Increase (RMB)		Transferred amounts (RMB)		Transferred amounts (USD)
Hangzhou Chiyi Enterprise Management Partnership (Limited Partnership)		30,000,000.00		-			-		30,000,000.00		4,219,409
Hangzhou Chuangzhu Enterprise Management Partnership (Limited Partnership)		10,097,186.49		-			-		10,097,186.49		1,420,139
Hangzhou HongKuo Enterprise Management Partnership (Limited partnership)		41,802,605.93		-			-		41,802,605.93		5,879,410
Hangzhou Hongying Enterprise Management Partnership (Limited Partnership)		10,000,000.00		-			-		10,000,000.00		1,406,470
Hangzhou Liujin Enterprise Management Partnership (Limited Partnership)		37,880,435.02		-			8,652,951.79		46,533,386.81		6,544,780
Hangzhou Liujin Enterprise Management Partnership Co., Ltd.		2,000,000.00		-			6,427,428.49		8,427,428.49		1,185,292
Hangzhou Ruiqi Enterprise Management Partnership (Limited Partnership)		43,500,000.00		(2,309,273.07	)		4,734,492.66		45,925,219.59		6,459,243
Hangzhou Zhusheng Enterprise Management Partnership (Limited Partnership)		20,000,000.00		-			-		20,000,000.00		2,812,940
Hangzhou Zhuyuan Enterprise Management Partnership (Limited Partnership)		20,000,000.00		-			-		20,000,000.00		2,812,940
Hangzhou Jizhong Ecological Technology Co., Ltd.		9,450,338.82		(9,450,338.82	)		-		-		-
Hangzhou Renyigou E-Commerce Co., Ltd.		5,100,000.00		(5,100,000.00	)		-		-		-
Hangzhou Yixin Supply Chain Management Co., Ltd.		4,000,000.00		(4,000,000.00	)		-		-		-
Hangzhou Zhizhu Parking Co., Ltd.		458,469.12		(458,469.12	)		-		-		-
Total		234,289,035.38		(21,318,081.01	)		19,814,872.94		232,785,827.31		32,740,623

~~During~~As ~~the~~a ~~nine~~result ~~months~~of ~~ended~~business ~~November~~combination ~~30,~~with ~~2024~~Xinghe, ~~the~~these ~~Company~~loans ~~did~~are ~~not~~reclassified ~~borrow~~as ~~extra~~long-term ~~fund~~payables ~~from~~as ~~but made payments~~ of ~~$263,927~~February ~~to Shaoxing Keqiao Zhuyi Technology Co.~~28, ~~Ltd~~2025..

1820

1312. 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)

	November 30, 2024			November 30, 2023
	May 31, 2025			May 31, 2024
	$	$		$	$
Loss before tax		(6405,~~203,136~~324	)		(41,~~649~~204,~~913~~610	)
Tax credit calculated at statutory tax rate		(1101,~~550,784~~331	)		(1301,~~162,478~~153	)
Effect of different tax rates		164,~~102~~267			251,~~669~~193
Deferred tax asset not recognized during the year		1100,~~535,492~~611			1299,~~136,809~~974
Income tax expenses		810			-
Total income tax expense		3,547			14

As of ~~November~~May 3031, ~~2024~~2025 and February 2928, ~~2024~~2025, the significant components of the deferred tax assets and deferred tax liabilities are summarized below:

	November 30, 2024			February 29, 2024
	May 31, 2025			February 28, 2025
	$	$		$	$
Deferred tax assets:
Net operating loss carrying forward		43,~~175~~661,~~686~~455			3,~~107~~954,~~917~~265
Allowance on doubtful accounts		50120,~~079~~214			50194,~~389~~117
Deferred tax assets, gross		43,~~225~~781,~~765~~669			34,~~158~~148,~~306~~382
Less: valuation allowance		(43,~~225~~781,~~765~~669	)		(34,~~158~~148,~~306~~382	)
Deferred tax assets, net		-			-

The Company accounts for income taxes using the asset/liability method prescribed by ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profits will be available against which the Company can utilize the benefits.

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

1413. Leases

Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the ~~obligation~~ 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 63 agreements for renting offices, ~~warehouses~~ and ~~parking lots~~warehouses. As of ~~November~~May 3031, ~~2024~~2025, the Company has $9473,~~323~~ 250 of right-of-use assets, $269,~~572~~389 in current operating lease liabilities and $6563,~~502~~ 934 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:

	November 30, 2024			February 29, 2024
	As of May 31, 2025			As of February 28, 2025
	$	$		$	$
Within 1 year		2912,~~605~~108			8211,~~723~~969
After 1 year but within 5 years		3128,~~862~~777			1631,~~384~~685
Over 5 years		49,707			-
over 5 years		50,006			49,430
Total lease payments		~~111~~90,~~174~~891			9993,~~107~~084
Less: imputed interest		(1917,~~100~~568	)		(318,~~446~~116	)
Total lease obligations		9273,~~074~~323			9574,~~661~~968
Less: current obligations		(269,~~572~~389	)		(809,~~165~~177	)
Long-term lease obligations		6563,~~502~~934			1565,~~496~~791

14. Commitments and contingencies

In September 2024, a corporate plaintiff filed a claim against Hangzhou Zhuyi for a contract dispute. The trial court has ruled against Hangzhou Zhuyi for an amount of RMB 706,257 (USD$98,104), upon which the Company has filed an appeal.

15. Long term payable

	November 30, 2024		February 29, 2024
	May 31, 2025		February 28, 2025
	$		$
Long term payable		~~966~~21,~~544~~745,384		221,~~917~~495,~~599~~468
Total		~~966~~21,~~544~~745,384		221,~~917~~495,~~599~~468

During the years ended February 29, 2024 ~~and February 28~~, ~~2023,~~ the Company entered into fourteen contracts with fourteen agents allowing them to use the Company’s software application to parking lots in the cities that are specified in the contracts for collecting fee. These contracts were terminated by the end of February 29, 2024 by mutual agreements. The balance of long-term payable as of ~~November 30~~February 29, 2024 represents the refund being paid in 12 months.

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

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, Shaoxing Keqiao, whose sole shareholder is Xiujuan Chen, took over the debts from the businesses mentioned in the table. Loan transfer agreements were executed on March 16 and 17, 2023 with the original clauses unchanged. Xiujuan Chen is also one of the shareholders of the Company. After the loans transferred to Shaoxing Keqiao, outstanding balances were offset in part or in full if the transferees were our current debtors.

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

Between May 19, 2023 and July 24, 2023, apart from Hangzhou Chiyi Enterprise Management Partnership and Hangzhou Ruiqi Enterprise Management Partnership, all other partnerships were deregistered. Prior to deregistration, these partnerships transferred loans to Hangzhou Jizhong Ecological Technology Co., Ltd. totaling $21,966,818 with the original maturity unchanged and annual interest rate being 3%. Interest is payable monthly from October 1, 2024. Principle will be fully repaid upon maturity with early repayment permitted.

Shaoxing Keqiao entered into new agreements before the original loans expired.

On September 30, 2024, Shaoxing Keqiao entered into a five-year loan agreement of $14,916,723.00 (RMB 107,386,985.66) with Hangzhou Jizhong Ecological Technology Co., Ltd. with an annual interest rate of 4% with maturity date September 30, 2029. Interest between the date of October 1, 2024 and September 30, 2028 is waived. The Company will pay interest monthly from October 1, 2028, and the principal balance at maturity.

On September 30, 2024, Shaoxing Keqiao entered into a five-year loan agreement of $2,661,473 (RMB 19,160,209.59) with Hangzhou Ruiqi Enterprise Management Partnership (Limited Partnership) with an annual interest rate of 4% with maturity date September 30, 2029. Interest between the date of October 1, 2024 and September 30, 2028 is waived. The Company will pay interest monthly from October 1, 2028, and the principal balance at maturity.

On September 30, 2024, Shaoxing Keqiao entered into a five-year loan agreement of $4,167,188 (RMB 30,000,000) with Hangzhou Chiyi Enterprise Management Partnership (Limited Partnership) with an annual interest rate of 4% with maturity date September 30, 2029. Interest between the date of October 1, 2024 and September 30, 2028 is waived. The Company will pay interest monthly from October 1, 2028, and the principal balance at maturity September 30, 2029.

On September 30, 2024, Jingbo entered into a five-year loan agreement of $1,300,157 (RMB 9,359,963.02) with Shaoxing Keqiao with an annual interest rate of 4% with maturity date September 30, 2029. Interest between the date of October 1, 2024 and September 30, 2028 is waived. The Company will pay interest monthly from October 1, 2028, and the principal balance at maturity.

On September 30, 2024, Hangzhou Zhuyi entered into a five-year loan agreement of $20,388,366 (RMB 146,777,882.23) with Shaoxing Keqiao with an annual interest rate of 4% with maturity date September 30, 2029. Interest between the date of October 1, 2024 and September 30, 2029 is waived. The Company will pay interest monthly from October 1, 2028, and the principal balance at maturity.

16. Non-controlling interests (NCI)

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

The following table represent the non-controlling ownership interests and non-controlling interest balances reported in stockholder’s equity as of ~~November~~May 3031, ~~2024~~2025 and February 2928, ~~2024~~2025 respectively.

		113024		022924			113024		022924			113024		022924			113024		022924			113024		022924		113024		022924
		053125		022825			053125		022825			053125		022825			053125		022825
	Liangshan					Yibin					Xide					Taining					Leshan				Total
	Xide					Taining					Leshan					Total
		113024		022924			113024		022924			113024		022924			113024		022924			113024		022924		113024		022924
		053125		022825			053125		022825			053125		022825			053125		022825
NCI ownership interest		033	%	33	%		028	%	2028	%		3335	%	3335	%		28	%	28	%		35	%	-
NCI balances		-(119,212	)	(~~852~~112,~~712~~686	)		-(107,935	)	(14105,~~434~~396	)		~~(107~~49,~~651~~174	)	~~(86~~43,~~431~~871	)		(95177,~~769~~973	)	(82174,~~676~~211	)		~~28,672~~		-		~~(174,748~~	)	~~(1,036,253~~	)

The summarized financial information for subsidiary that has non-controlling interest which are material to the Company is provided below. This information is based on amounts before inter-company elimination.

Summarized statement of financial position as at

		113024			022924				113024		022924				113024			022924				113024				022924			113024		022924		113024		022924
		053125		022825				053125		022825				053125			022825				053125			022825
	Liangshan							Yibin						Xide							Taining							Leshan				Total
	Xide						Taining						Leshan							Total
		113024			022924				113024		022924				113024			022924				113024				022924			113024		022924		113024		022924
		053125		022825				053125		022825				053125			022825				053125			022825
Non-current assets		-23,614		26,870	~~220,813~~			61,011	-	69,421	-			460,776	~~30,567~~		469,230	~~41,406~~			545,401	~~79,023~~		565,521		~~114,451~~			~~496,605~~		-		~~606,195~~		~~376,670~~
Current assets		-6,704		9,538	~~102,830~~			20,192	-	29,544	~~1,585~~			128,210	~~8,941~~		113,919	~~7,559~~			155,106	~~26,911~~		153,001		~~26,748~~			~~143,536~~		-		~~179,388~~		~~138,722~~
Current liabilities		-(357,583	)	(343,901	~~(564,794~~)	)		(124,270	-)	(132,970	~~(54,866~~)	)		(312,330	~~(334,900~~)	)	(322,844	~~(283,857~~)	)		(794,183	~~(92,898~~)	)	(799,715	)	~~(94,538~~	)		~~(421,370~~	)	-		~~(849,168~~	)	~~(998,055~~	)
Non-current liabilities		-		-	-			-	-	-	-			(57,579	-)		(56,373	-)			(57,579	)		(56,373	-)	-			~~(56,146~~	)	-		~~(56,146~~	)	-
Net assets		-(327,265	)	(307,493	~~(241,151~~)	)		(43,067	-)	(34,005	~~(53,281~~)	)		219,077	~~(295,392~~	)	203,932	~~(234,892~~	)		(151,255	~~13,036~~)		(137,566	)	~~46,661~~			~~162,625~~		-		~~(119,731~~	)	~~(482,663~~	)

		113024			022924				113024		022924				113024			022924				113024			022924			113024		022924		113024		022924
		053125		022825				053125		022825				053125			022825				053125			022825
	Liangshan							Yibin						Xide							Taining						Leshan				Total
	Xide						Taining						Leshan							Total
		113024			022924				113024		022924				113024			022924				113024			022924			113024		022924		113024		022924
		053125		022825				053125		022825				053125			022825				053125			022825
Net Assets		-(327,265	)	(307,493	~~(241,151~~)	)		(43,067	-)	(34,005	~~(53,281~~)	)		219,077	~~(295,392~~	)	203,932	~~(234,892~~	)		(151,255	~~13,036~~)		(137,566	~~46,661~~)			~~162,625~~		-		~~(119,731~~	)	~~(482,663~~	)
Less: Zhuyi capital and additional paid-in capital		-		-	~~(2,377,782~~	)		(298,228	-)	(298,228	-)			(84,753	-)		(84,753	-)			(382,981	~~(298,228~~)	)	(382,981	~~(298,228~~)	)		~~(84,753~~	)	-		~~(382,981~~	)	~~(2,676,010~~	)
Less: OCI		-(13,638	)	(17,338	~~39,956~~)			(23,150	-)	(23,613	~~(10,115~~)	)		617	~~(15,759~~	)	3,087	~~(13,857~~	)		(36,171	~~(36,550~~)	)	(37,864	~~(23,375~~)	)		~~2,024~~		-		~~(50,285~~	)	~~(7,391~~	)
Accumulated Deficits		-(340,903	)	(324,831	~~(2,578,977~~)	)		(364,445	-)	(355,846	~~(63,396~~)	)		134,941	~~(311,151~~	)	122,266	~~(248,749~~	)		(570,407	~~(321,742~~)	)	(558,411	~~(274,942~~)	)		~~79,896~~		-		~~(552,997~~	)	~~(3,166,064~~	)
Accumulated Deficits attributable to NCI		-(112,499	)	(107,194	~~(851,063~~)	)		(102,045	-)	(99,636	~~(12,679~~)	)		47,230	~~(102,681~~	)	42,791	~~(82,088~~	)		(167,314	~~(90,088~~)	)	(164,039	~~(76,983~~)	)		~~27,964~~		-		~~(164,805~~	)	~~(1,022,813~~	)
Plus: OCI attributable to NCI		-(6,713	)	(5,492	~~(1,649~~)	)		(5,890	-)	(5,760	~~(1,755~~)	)		1,944	~~(4,970~~	)	1,080	~~(4,343~~	)		(10,659	~~(5,681~~)	)	(10,172	~~(5,693~~)	)		~~708~~		-		~~(9,943~~	)	~~(13,440~~	)
NCI balances		-(119,212	)	(112,686	~~(852,712~~)	)		(107,935	-)	(105,396	~~(14,434~~)	)		49,174	~~(107,651~~	)	43,871	~~(86,431~~	)		(177,973	~~(95,769~~)	)	(174,211	~~(82,676~~)	)		~~28,672~~		-		~~(174,748~~	)	~~(1,036,253~~	)

2124

17. Reserves

Statutory reserve

Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025 and the year ended ~~February~~ 29February 28, ~~2024~~2025, the Company did not accrue any statutory reserve.

Foreign currency translation reserve

The foreign currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency.

18.Segment ~~Quantitative~~Reporting ~~and Qualitative Disclosure about Market Risks~~

A.ASC 280, ~~Credit~~Disclosures ~~risk~~about ~~The~~Segments, ~~Company’s~~of ~~deposits~~an ~~are~~Enterprise ~~with banks located in the PRC. They do not carry federal deposit insurance~~ and ~~may~~Related beInformation, ~~subject~~establishes tostandards ~~loss~~for ifreporting ~~the~~information ~~banks~~about ~~become insolvent~~operating segments. ~~Accounts~~Operating ~~receivable~~segments are ~~typically~~defined ~~unsecured~~as ~~and~~components ~~are~~of ~~derived~~an ~~from~~enterprise ~~revenues~~engaging ~~earned from customers~~ in ~~the~~business ~~PRC.~~activities ~~The~~from ~~credit~~which ~~risk~~they ~~with~~may ~~respect~~earn ~~to account receivables is mitigated by credit control policies we carry out with respect to our customers~~ revenues and ~~our~~incur ~~ongoing~~expenses, ~~monitoring process of outstanding balances. B. Economic~~ and ~~political~~about ~~risks~~which ~~The~~separate ~~Company’s operations are conducted in the PRC. Accordingly, the Company’s business,~~ financial ~~condition,~~information ~~and~~is ~~results~~available ofthat ~~operations~~is ~~may~~evaluated beregularly ~~influenced~~ by ~~changes~~the inchief ~~the~~operating ~~political~~decision-marker, or ~~economic,~~decision-making ~~and~~group ~~legal environments in~~ (the ~~PRC.~~“CODM”), ~~The Company’s operations~~ in ~~the~~deciding ~~PRC~~how ~~are subject~~ to ~~special~~allocate ~~considerations~~resources and ~~significant risks not typically associated with companies~~ in ~~North~~assessing ~~America and Western Europe~~performance. ~~These~~Reportable ~~include~~segments are ~~risks~~defined ~~associated~~as ~~with,~~an ~~among~~operating ~~others,~~segment ~~the~~that ~~political,~~either ~~economic~~(a) ~~and~~exceeds ~~legal~~10% ~~environment~~of ~~and~~revenues, ~~foreign~~or ~~currency~~(b) ~~exchange.~~reported ~~The~~profit ~~Company’s~~or ~~results~~loss ~~may be adversely affected by changes~~ in ~~the~~absolute ~~political~~amount ~~and~~exceeds 10% ~~social~~of ~~conditions~~profit inof ~~the~~all ~~PRC,~~operating ~~and~~segments bythat ~~changes~~did innot ~~governmental~~report ~~policies~~a ~~with~~loss ~~respect~~or to(c) ~~laws~~exceeds ~~and~~10% ~~regulations,~~of ~~anti-inflationary~~the ~~measures,~~combined ~~currency~~assets ~~conversion, remittances abroad, and rates and methods~~ of ~~taxation,~~all ~~among~~operating ~~other things~~segments. ~~C. Interest risk The Company is subject to interest rate risk when long term loans become due and require refinancing.~~

19Chief executive officer is determined as the CODM of the Company. The Company has organized operations into three different areas: (1) parking ~~Subsequent~~fee, ~~Events~~(2) winery sales, and (3) others. CODM has access them as separate operating segments.

The ~~Company~~following ~~has~~table ~~performed~~set anforth ~~evaluation of subsequent events through January 14, 2025, which was~~ the ~~date~~operating ofsegment the issuance of the consolidated financial statements, and determined that no events would have required adjustment or disclosure in the consolidated financial statements other than that discussed below.reporting

22For the Year Ended May 31, 2025

	Parking fee			Winery sales			Others			Consolidated

Current assets	$	5,642,434		$	1,132,678		$	510,176		$	7,285,288
Non-current assets		5,078,130			-			-			5,078,130
Revenues		356,250			64,653			40,727			461,630
Segment gross profit		81,009			5,917			40,727			127,653
Segment gross margin		22.74	%		9.15	%		100	%		27.65	%
Selling expenses		22,956									22,956
General and administrative expenses		493,494			1,966			1,238			496,698
R&D expenses		64,336			-			-			64,336
Bad debt provision		(68,919	)		-			-			(68,919	)
Impairment of Property, plant and equipment		-			-			-			-
Interest expense, net		15,200			-			-			15,200
Other income/expenses, net		2,706			-			-			2,706
Income tax expense		3,547			-			-			3,547
Net income (loss)		(452,311	)		3,951			39,489			(408,871	)

For the Year Ended February 28, 2025

	Parking fee			Winery sales			Others			Consolidated

Current assets	$	5,226,864		$	1,354,383		$	504,312		$	7,085,559
Non-current assets		5,137,257			-			-			5,137,257
Revenues		1,657,057			420,180			64,417			2,141,654
Segment gross profit		(495,328	)		34,713			64,417			(396,198	)
Segment gross margin		(29.89	)%		8.26	%		100.00	%		(18.50	)%
Selling expenses		342,993			326			236,491			579,810
General and administrative expenses		2,924,270			215,724			33,072			3,173,066
R&D expenses		359,447			-			-			359,447
Bad debt provision		539,954			-			-			539,954
Impairment of Property, plant and equipment		437,477			-			-			437,477
Interest expense, net		86,400			3,995			612			91,007
Other income/expenses, net		432,052			-			-			432,052
Income tax expense		7,397			-			-			7,397
Net income (loss)		(5,625,318	)		(185,332	)		(205,758	)		(6,016,408	)

19. Quantitative and Qualitative Disclosure about Market Risks

A.	Credit risk

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

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

B.	Economic and political risks

	The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.

	The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

C.	Interest risk

	The Company is subject to interest rate risk when long term loans become due and require refinancing.

D.	Sensitivity analysis

	The long-term loans are free of interest for the first 48 months however if interest were to charge at an annual rate of 3%, interest expense would be $652,362 per year. The Company adopts 3% as an annual interest rate based on the China LPR announced on May 20, 2025 for one-year loans. If interest rate increases or decreases by 10%, it could lead to an increase or decrease in interest expense of $65,236 per year.

20. Subsequent Events

The Company has performed an evaluation of subsequent events through July 15, 2025, 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Overview

On March 6, 2015, SavMobi Technology Inc. (“the Company”) was incorporated in the State of Nevada and established a fiscal year end of May 31. Initially the business platform was in providing application software to a global vendor platform to connect people to businesses and provide a new shopping experience.

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

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.

2327

Purchasers	Shares acquired		%
Zhang Yiping		15,189,500		24.54	%
Chen Xinxin		4,000,000		6.46	%
Wang Yanfang		2,000,000		3.23	%
Liu Chen		2,000,000		3.23	%
Liu Ying		1,906,288		3.08	%

On December 15, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Intellegence Parking ~~Group Limited (“Intellegence”)~~, a Cayman Island company formed on June 29, 2022, Chen Xinxin (“Xinxin”), the officer and director, and control shareholder of Intelligence and the shareholders of Intelligence (the “Shareholders”), which closed on January 5, 2023. Under the Share Exchange Agreement, one hundred percent (100%) of the ownership interest of Intellegence was exchanged for 1,000,000,000 shares of common stock of ~~SVMB~~the Company issued to the Shareholders, in accordance with the Share Exchange Agreement. The former stockholders of Intellegence acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Intellegence is the accounting acquirer.

Immediately after completion of such share exchange, the Company held a total of 200,000,000 issued and outstanding shares of Intellegence. Zhang Guowei is the sole director of Intellegence Parking ~~Group Limited~~.

Consequently, ~~SVMB~~the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and Intellegence is now a wholly owned subsidiary.

Intellegence ~~Parking (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~~WFOE ~~(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~~Agreements, one entered into among Huixin WFOE and Zhejiang Jingbo Ecological Technology Co., ~~The~~and the other among Keqiao WFOE and Guangzhou Keqiao, the Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective nominee shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.

2428

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. On October 12, 2024, Linglingyi was deregistered .

Liangshan ~~Tongfu Technology Co. (“Liangshan”)~~ was incorporated on November 13, 2018. On September 29, 2022, Hangzhou Zhuyi entered in a share agreement with Hangzhou Kaai Technology Co. to purchase 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. On August 27, 2024 Liangshan was transferred.

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

Haikou ~~Zhuyi Technology Co. (“Haikou”)~~ was incorporated on May 9, 2022 which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications. On August 27, 2024, Haikou was transferred.

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. On August 27, 2024 Yibin was transferred.

Xide ~~Zhuyi Technology Co. (“Xide”)~~ was incorporated on October 14, 2021, which is 67% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

~~Hubei~~ Tongpo ~~Parking Management Co. (“Tongpo”)~~ was incorporated on November 4, 2020, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

~~Zhuyi Technology (~~Taining~~) Co. (“Taining”)~~ was incorporated on May 18, 2021, which is 72% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

~~Zhongxiang~~ Huji ~~Town Zhuyi Techonology Co. (“Huji”)~~ was incorporated on August 14, 2023, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

On March 8, 2023, the Company changed its name from Savmobi Technology, Inc. to Jingbo Technology, Inc. by filing a certificate of amendment with the Nevada Secretary of State. On February 8, 2024, Financial Industry Regulatory Authority (“FINRA”) announced the Company’s name change.

On February 5, 2024, the Company conducted a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-200 (the “Reverse Stock Split”). After the Reverse Stock Split, the Company’s authorized capitalization is 50,000,000 common shares with a par value of $0.001 per share. The issued and outstanding number of shares of the Company’s Common Stock was correspondingly decreased to 5,315,412.

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

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

2529

On August 27, 2024, Hangzhou Zhuyi entered into a shares transfer agreement with Qiaofei Li and Haikou. Pursuant to the agreement, Hangzhou Zhuyi transferred ~~all~~90% of the equity interest of Haikou to Qiaofei Li and 10% to Lili Xu, for consideration of $0. Haikou has no material operations before the transfer, and Hangzhou Zhuyi received a valuation report from a third party before it entered into the agreement.

On the same date, Hangzhou Zhuyi entered into a shares transfer agreement with Changsen Chi and Liangshan. Pursuant to the shares transfer agreement, Hangzhou Zhuyi transferred all the equity interest it owned in Liangshan to Changsen Chi for consideration of $0. ~~Linghsan~~Liangshan has no material operations before the transfer, and Hangzhou received a valuation report from a third party before it entered into the agreement.

On ~~August~~September 223, 2024, ~~Hangzhou~~the ~~Zhuyi~~board ~~passed~~of adirectors ~~shareholder~~(the ~~resolution.~~“Board”) ~~Pursuant~~of to the ~~resolution,~~Company ~~given~~approved ~~the~~and ~~Linglingyi~~adopted ~~has~~the noAmended ~~material~~and ~~operations,~~Restated Bylaws (the ~~shareholder~~“Amended ~~has~~Bylaws”) ~~decided~~which tobecame ~~liquidate~~effectively ~~Linglingyi~~immediately. The ~~disposition~~Amended ~~process~~Bylaws ~~will~~(i) berevised ~~completed~~the onprincipal ~~September~~business ~~11,~~location of ~~2024,~~the Company and (ii) lowered the ~~last~~minimum ~~day~~votes ~~of announcement~~required ~~period,~~for ~~pursuant~~actions taken by written consent of stockholders to the ~~applicable~~majority ~~laws~~of inthe issued ~~China~~and outstanding shares of the Company.

On October 30, 2024, the Company filed with the Nevada Secretary of State a Certificate of Amendment of the Articles of Incorporation (the “Certificate of Amendment”). The Certificate of Amendment increased the number of authorized shares of common stock, $0.001 par value per share (the “Common Stock”), from 50,000,000 shares to 50,000,000,000 shares (the “Authorized Capital Change”). The Authorized Capital Change took effect on October 17, 2024.

On November 18, 2024, the Company entered into a Shares Exchange Agreement (the “Shares Exchange Agreement”), Xinghe and Hangdu, a British Virgin Islands company and the sole shareholder of Xinghe. Pursuant to the Share Exchange Agreement, the Company issued 550,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company to Hangdu, in consideration for the acquisition of all the issued and outstanding shares in Xinghe (the “Acquisition”). Hangdu will transfer all the issued and outstanding shares of Xinghe at the closing of the Share Exchange Agreement.

On December 9, 2024, the Acquisition was completed. As consideration for the Acquisition, the Company issued 550,000,000 shares of Common Stock to Hangdu in exchange for the 50,000 ordinary shares, representing all the issued and outstanding shares of Xinghe, owned by Hangdu. After the Acquisition, Hangdu became the largest shareholder of Jingbo and held approximately 99.0% issued and outstanding shares of Jingbo. Xiujuan Chen, a citizen of People’s Republic of China, is the sole shareholder of Hangdu. Xinghe is the sole shareholder of Keqiao Limited, which is incorporated in Hong Kong and holds 100% of Keqiao WFOE, which is incorporated in Guangzhou, China. Keqiao WFOE entered into a series of contractual arrangements, including equity pledge agreements, shareholders’ voting rights proxy agreement, exclusive business cooperation agreements, and exclusive call option agreements, with Guangzhou Keqiao , giving Keqiao WFOE’s right to control and operate the business of Guangzhou Keqiao. Guangzhou Keqiao is the sole shareholder of Shaoxing Keqiao Zhuyi Technology Co., Ltd. (“Shaoxing Keqiao”), an innovative technology company incorporated in China specializing in intelligent parking projects. After the Acquisition, Jingbo will continue its smart parking business in Zhejiang, China. Shaoxing Keqiao is an innovative technology company specializing in intelligent parking projects in Zhejiang, China. The platform owned by Shaoxing Keqiao supports online payment of parking fees, enabling seamless access to parking spaces, which greatly improves the user’s parking experience. Shaoxing Keqiao utilizes modern information technologies such as the Internet of Things, big data, cloud computing, and mobile payment to provide solutions for the intelligent management and service of urban parking resources. Prior to the Acquisition, the Company’s ability to continue as a going concern was dependent on long-term loan in the amount of $22,032,891 (the “Debt”) owed to Shaoxing Keqiao. Following the Acquisition, the Company no longer owes the Debt to Shaoxing Keqiao or to the controlling person of Shaoxing Keqiao.

Corporate Structure

For the Three Months Ended ~~November~~May 3031, ~~2024~~2025 Compared to the Three Months Ended ~~November~~May 3031, ~~2023~~2024

Revenue from parking fee

The Company generated $~~784~~356,~~206~~250 in revenue from parking fee during the three months ended ~~November~~May 3031, ~~2024~~2025 compared to $~~305~~308,~~559~~534 during the three months ended ~~November~~ 30May 31, ~~2023~~2024. Revenue mainly comprised of parking fee. The increase in revenue from parking fees was ~~contributed~~mainly contributed by the increase revenue from Leshan .

26Revenue from winery sales

~~Cost~~The ofCompany ~~Revenues~~generated $64,653 in revenues from winery sales during the three months ended May 31, 2025 compared to nil during the year ended May 31, 2024. This was a new income stream.

~~During~~Cost ~~the three months ended November 30, 2024, the Company incurred $841,439 in cost~~ of ~~revenues~~Revenues ~~compared to $549,449~~ for ~~the~~parking ~~three months ended November 30, 2023. The increase in cost of revenue was mainly due to the cost from Leshan which is in line with change in revenue.~~ fee

~~Gross~~During ~~loss~~the three months ended May 31, 2025, the Company incurred $275,241 in cost of revenues compared to $512,305 for the three months ended May 31, 2024. Cost of revenue mainly consisted of depreciation, salary and rental expenses. The decrease in cost of revenues was contributed by the decrease in depreciation and rental expenses.

~~Gross~~Cost ~~loss~~of ~~was~~revenue ~~$57,233~~ for ~~the~~winery ~~three months ended November 30, 2024 compared to $243,890 for the three months ended November 30, 2023. The decrease in gross loss was in line with the changes in revenue and cost of revenues.~~ sales

During the three months ended May 31, 2025, the Company incurred $58,736 in cost of revenues compared to nil for the three months ended May 31, 2024.

Gross income

Gross income was $127,653 for the three months ended May 31, 2025 compared to gross loss of $203,771 for the three months ended May 31, 2024. The increase was mainly contributed by the decrease of depreciation expense and lease expense.

Selling and marketing expenses

During the three months ended ~~November~~May 3031, ~~2024~~2025, we incurred selling and marketing expenses of $922,~~992~~956 compared to $4297,~~019~~177 for the three months ended May ~~November 30~~31, ~~2023~~2024. Selling and marketing expenses for the three months ended ~~November~~May 3031, ~~2024~~2025 and ~~2023~~2024 mainly included salary expenses, ~~travelling~~ traveling expenses, hospitality expenses and professional fees. The decrease in selling and marketing expenses was primarily due to a decrease in ~~professional~~salary ~~fees~~and hospitality expenses.

General and Administrative Expenses

During the three months ended ~~November~~May 3031, ~~2024~~2025, we incurred general and administrative expenses of $~~588~~496,~~216~~698 compared to $~~949~~792,~~461~~244 incurred during the three months ended ~~November~~May 3031, ~~2023~~2024. General and administrative expenses incurred during the three months ended ~~November~~May 3031, ~~2024~~ 2025 mainly consisted of ~~business hospitality expenses,~~ salary expense and professional fees. The decrease in general and administrative expenses was mainly due to the decrease in ~~main expenses stated above~~professional fees.

Research and development expenses

During the three months ended ~~November~~May 3031, ~~2024~~2025, we incurred research and development expenses of $~~110~~64,~~401~~336 compared to $9481,~~341~~473 for the three ~~months~~ months ended ~~November~~May 3031, ~~2023~~2024. R&D expenses mainly included salary expenses and depreciation expenses. The ~~increase~~decrease in R&D expenses ~~was~~ was contributed by ana ~~increase~~decrease in ~~depreciation~~ these main expenses.

Net loss

As of May 31, 2025, the ~~result~~Company had total assets of ~~foregoing~~$12,363,418 ~~the~~comprising ~~net~~current ~~loss~~assets ~~for~~of ~~the~~$7,285,288 ~~three~~and ~~months~~non-current ~~ended~~assets ~~November~~of 30$5,078,130 compared ~~2024~~to ~~and~~total ~~2023~~assets ~~was~~of $~~726~~12,~~432~~222,816 consisting of current assets of $7,085,559 and non-current assets of $15,~~352~~137,~~372~~257 ~~respectively.~~as of February 28, 2025. The ~~decrease~~Company’s intotal ~~net~~liabilities ~~loss~~as of May 31, 2025 were $36,033,811, which was ~~attributed~~comprised toof ~~the~~current ~~profits~~liabilities ~~brought~~of by$14,224,493 and ~~Leshan~~non-current liabilities of $21,809,318. This compares with total liabilities of $35,231,324 as of February 28, 2025, which was comprised of current liabilities of $13,670,065 and non-current liabilities of $21,561,259.

~~For~~The following is a summary of the ~~Nine~~Company’s ~~Months~~cash ~~Ended~~flows ~~November~~provided 30by/(used in) operating, ~~2024~~investing, ~~Compared~~and tofinancing ~~the~~activities ~~Nine~~for ~~Months~~the three ~~Ended~~months ~~November~~ended 30May 31, ~~2023~~2025 and 2024.

Revenue

	Three Months Ended May 31, 2025			Three Months Ended May 31, 2024
Net cash provided by/ (used in) operating activities		6,186			471,911
Net cash used in investing activities		(4,821	)		(171,179	)
Net cash provided by financing activities		32,172			171,636
Effect of exchange rate changes on cash and cash equivalents		826			(6,277	)
Net increase in cash and cash equivalents		34,363			466,091
Cash and cash equivalents at the beginning of period		114,757			148,505
Cash and cash equivalents at the end of period		149,120			614,596

The Company generated $1,488,982 in revenue during the nine months ended November 30, 2024 compared to $1,110,231 during the nine months ended November 30, 2023. The increase in revenue was contributed by the revenue from Leshan which was not available in previous quarters.

Cost of Revenues

During the nine months ended November 30, 2024, the Company incurred $2,051,311 in cost of revenues compared to $1,981,174 for the nine months ended November 30, 2023. The increase in cost of revenues was mainly due to the cost from Lesha.

Gross loss

Gross loss was $562,329 for the nine months ended November 30, 2024 compared to $870,943 for the nine months ended November 30, 2023. The decrease was mainly because of the profitable operation by Leshan.

Selling and marketing expenses

During the nine months ended November 30, 2024, we incurred selling and marketing expenses of $427,939 compared to $218,659 for the nine months ended November 30, 2023. Selling and marketing expenses for the nine months ended November 30, 2024 and 2023 mainly included salary expenses, travelling expenses, hospitality expenses and professional fees. The increase in selling and marketing expenses was primarily due to an increase in professional fees.

General and Administrative Expenses

During the nine months ended November 30, 2024, we incurred general and administrative expenses of $2,344,664 compared to $2,924,747 incurred during the nine months ended November 30, 2023. General and administrative expenses incurred during the nine months ended November 30, 2024 mainly consisted of business hospitality expense, office expenses, salary expense and professional fees. The decrease in general and administrative expenses was mainly due to the decrease in professional fees.

Research and development expenses

During the nine months ended November 30, 2024, we incurred research and development expenses of $277,385 compared to $299,175 for the nine months ended November 30, 2023. R&D expenses mainly included salary expenses and depreciation expenses. The decrease in R&D expenses was contributed by a decrease in salary expenses.

Net loss

As the result of foregoing, the net loss for the nine months ended November 30, 2024 and 2023 was $6,203,946 and $4,649,913 respectively. The substantial increase in net loss was mainly due to the loss on disposal of subsidiaries.

Liquidity and Capital Resources

Working capital	November 30, 2024			February 29, 2024
Total current assets	$	6,436,933		$	4,255,988
Total current liabilities		34,766,738			28,635,745
Working capital deficit	$	(28,329,805	)	$	(24,379,757	)

Total deficit for the nine months ended November 30, 2024 was $28,329,805 compared to $24,379,757 for the year ended February 29, 2024. To date, we have financed our operations primarily from related party loans.

The following is a summary of the Company’s cash flows provided by/(used in) operating, investing, and financing activities for the nine months ended November 30, 2024 and 2023.

	Nine Months Ended November 30, 2024			Nine Months Ended November 30, 2023
Net cash used in operating activities		(1,207,051	)		(1,822,044	)
Net cash used in investing activities		(407,803	)		(53,188	)
Net cash provided by financing activities		1,631,884			1,613,859
Effect of exchange rate changes on cash and cash equivalents		(16,907	)		(6,949	)
Net increase/(decrease) in cash and cash equivalents		123			(268,322	)
Cash and cash equivalents at the beginning of period		148,505			331,073
Cash and cash equivalents at the end of period		148,628			62,751

Cash Flows from Operating Activities

For the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025, net cash ~~used~~provided inby operating activities was $16,~~207~~186,~~051,~~ mainly comprised of a net loss of $6408,~~203~~871,~~946~~ an increase in prepaid expenses and other current assets of $91,795 and offset by ~~loss~~depreciation onand ~~disposal~~amortization ofexpenses ~~subsidiaries~~ of $ 2127,~~086~~830,~~434~~ and an increase in accounts payable and other current liabilities of $3383,~~554,712~~ 676. For the ~~nine~~three months ended ~~November~~May 3031, ~~2023~~2024, net cash ~~used~~provided by in operating activities was $1471,~~822~~911,~~044,~~ ~~primarily~~mainly ~~consisted~~comprised of a net loss of $41,~~649~~204,~~913~~624 and anoffset ~~increase~~by depreciation and amortization expenses of $194,187, a decrease in prepaid expenses and other current assets of $3445,~~278,762~~810 and ~~offset by~~ an increase in accounts payable and other current liabilities of $5866,~~422,028~~188.

Cash Flows from Investing Activities

Net cash used in investing activities was $~~407~~4,~~803~~821 for the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025, mainly comprising a purchase of property, plant and equipment of $~~484~~4,~~198~~821. ~~and~~Net ~~offset~~cash byused ~~interest-free~~in ~~loan~~investing ~~repaid~~activities bywas ~~related parties of~~ $96171,~~004.~~179 ~~For~~for the ~~nine~~three months ended ~~November~~May 3031, ~~2023~~ 2024, ~~net~~mainly ~~cash~~comprising a ~~used~~purchase inof ~~investing~~property, ~~activities~~plant ~~was~~and equipment of $53263,~~188~~943 ~~solely~~and ~~for~~offset aby ~~purchase~~interest-free ofloan ~~property~~repaid ~~and~~by ~~equipment~~related parties of $94,170.

Cash Flows from Financing Activities

For the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025, net cash provided by financing activities was $132,~~631,884,~~172 ~~mainly contributed by proceeds from interest-free loan from related parties,~~ compared $1171,~~613,859~~636 for the ~~nine~~three months ended May ~~November 30~~31, ~~2023~~2024, ~~consisting~~both of ~~proceeds~~which came from ~~short-term~~ ~~loan,~~proceeds ~~long-term loan, interest-free loan~~ from ~~related party, and offset by repayment of~~ interest-free loan from related parties.

Going Concern Consideration

The ~~ability~~Company toincurred ~~continue~~net asloss aof ~~going~~$408,871 ~~concern~~during isthe ~~dependent~~three ~~upon~~months ~~long-term~~ended ~~loans~~May ~~related~~31, to2025. ~~Shaoxing~~As ~~Keqiao~~of ~~Zhuyi~~May ~~Technology~~31, ~~Co.~~2025, the Company had total deficit of $35,732,174 and had net cash provided by operating activities of $6,186. In assessing the ~~director~~Company’s liquidity, the Company monitors ~~(Guowei~~and ~~Zhang)~~analyzes toits ~~meet~~cash on-hand and its ~~obligations~~operating and ~~repay~~capital ~~its~~expenditure ~~liabilities~~commitments. ~~arising~~The ~~from~~Company’s ~~normal~~liquidity ~~business~~needs ~~operations~~are ~~when~~to ~~they~~meet its ~~become~~working ~~due~~capital requirements, operating expenses and capital expenditure obligations. ~~These~~The Company’s management has considered ~~consolidated~~whether ~~financial~~there ~~statements~~is dosubstantial ~~not~~doubt ~~include~~about ~~any~~its ~~adjustments~~ability to ~~the~~continue ~~recoverability~~as ~~and~~a ~~classification~~going concern due to (1) the net loss of ~~recorded~~$6,016,408 ~~asset~~for ~~amounts~~the ~~and~~year ~~classification~~ended February 28, 2025; (2) total deficit of ~~liabilities~~$35,326,578 ~~that~~as ~~might~~of beFebruary ~~necessary~~28, ~~should~~2025; ~~the~~and ~~Company~~(3) bethe ~~unable~~working tocapital ~~continue~~deficit of 6,584,506 as aof ~~going~~February ~~concern~~28, 2025.

~~These~~Management ~~conditions~~has ~~raise~~determined there is substantial doubt about ~~the~~its ~~Company’s~~ ability to continue as a going concern. ~~The~~Management ~~Company’s~~will ~~continuation as~~implement astrategies ~~going~~and plans ~~concern is dependent on long term loans related~~ to ~~Shaoxing~~grow ~~Keqiao~~the ~~Zhuyi~~Company’s ~~Technology~~business ~~Co.~~ and ~~the~~generate ~~director~~substantial ~~(Guowei~~revenue, ~~Zhang) to meet obligations as they become due~~ and totake ~~obtain~~further ~~additional~~measures ~~equity or alternative financing required~~ to ~~fund~~control ~~operations~~operating ~~until~~costs. ~~sufficient~~Management ~~sources~~is oftrying ~~recurring~~to ~~revenues~~alleviate ~~can be generated. There can be no assurance that~~ the ~~Company~~going ~~will~~concern berisk ~~successful~~through 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~~following ~~of this uncertainty.~~sources:

	●	Equity financing to support its working capital;
	●	Other available sources of financing (including debt) from banks and other financial institutions; and
	●	Financial support and credit guarantee commitments from the Company’s related parties.

Based on the above considerations, manager is of the opinion that the Company will probably not have sufficient funds to meet its working capital requirements if the Company is unable to obtain additional financing. There is no assurance that the Company will be successful in implementing the foregoing plans or that additional financing will be available to the Company on commercially reasonably terms, or at all.

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course business. The consolidated financial statements do not include any adjustments that might result from outcome of such uncertainties.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with U.S. GAAP actual results could differ from our estimates and such differences could be material

Impact of Inflation

In accordance with the National Bureau of Statistics of China, the year-over-year percentage changes in the consumer price index for March ~~2021,~~2022, 2023, and ~~2023~~2024 were ~~4.4~~2%, 0.2%, ~~and~~ 0.2%, respectively. Inflation in China has not materially affected our profitability and operating results. However, we can provide no assurance that we will be unaffected by higher inflation rates in China in the future.

Foreign Currency Exchange Rates

We are not materially affected by foreign currency exchange rates. However, it is difficult to predict how market forces, or PRC or U.S. government policy, might affect our operations. There remains significant international pressure on the PRC government to adopt a substantial liberalization of its currency policy, which could result in a further and more significant change in the value of the RMB against the U.S. dollar. Limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. So far, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we potentially may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited, and we may not be able to successfully hedge our exposure at all. Furthermore, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency.

2933

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a- 15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, to allow timely decisions regarding required disclosure as a result of continuing weaknesses in our internal control over financial reporting.

As disclosed in our Annual Report on Form 10-K for the year ended February 29, ~~2024~~2025, ~~as filed on July 5, 2024 and amended on August 15, 2024,~~ based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of ~~August~~May 31, ~~2024~~2025, due to: ( 1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of director; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. Management believes the above weakness constitute material weaknesses in our internal control over financial reporting. Until such time, if ever, that we remediate the material weakness in our internal control over financial reporting we expect that the material weaknesses in our disclosure controls and procedures will continue.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a- 15(f) or 15d- 15(f)) during the period covered by this report, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

3034

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer
101	Interactive data files pursuant to Rule 405 of Regulation S-T.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

3135

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Jingbo Technology, Inc.
	(Registrant)
Date: January 17, 2025	By:	/s/ Zhang Guowei
Date: July 15, 2025	By:	/s/ Zhang Guowei
		Zhang Guowei
		President, Chief Executive Officer, Chief Financial Officer and Secretary and Director

3236

Filing Compare · Jingbo Technology, Inc.