UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 10-K/A
☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended May 31, 2018
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from _______ to _______
Commission File No. 333-206804
| SavMobi Technology Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 47-3240707 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Travessa do Cais, No. 3A, Edg. Kai Lei, Macau, 999078
(Address of principal executive offices, Zip Code)
+85365230932
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Common stock, par value $0.001 per share.
(Title of each class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
Indicate by check mark if the registrant 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 registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant 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 registrant has submitted electronically and every Interactive Data File required to be submitted 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 registrant was required to submit 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 registrant’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. ☐ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☒ Yes ☐ No
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. ☐
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. N/A
As of May 31, 2018 the Company has 61,900,000 shares of common stock issued and outstanding.
Use of Certain Defined Terms
Except as otherwise indicated by the context, references in this report to “Savmobi Technology Inc.”, “we,” “us,” “our,” “our Company,”
Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. 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. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
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PART I
ITEM 1. BUSINESS
Business Overview
On March 6, 2015 the Company was incorporated in the State of Nevada and established a fiscal year end of May 31. Initially the business platform was in providing application software to a global vendor platform to connect people to businesses and provide a new shopping experience. The Company’s previous principal offices are located in 73B Bank Avenue, Amritsar, Punjab, 143001, India.
On May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Ltd., by which New Reap Global Ltd., acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company. After the change ownership, the Company’s current principal offices are located in Travessa do Cais, No 3A, Edg. Kai Lei, Macau.
The Company has not yet implemented its initial and new business model and to date has generated no revenues. It is the Company's intention to provide vendor tools technology. The proposed planned platform connects businesses to consumers based on location and preferences for products and services. Consumers received promotions while they are travelling via their smartphone. Vendors can send promotions and special offers simply through the web. When the consumer goes to the vendor's location, they can redeem the promotion through their smartphone allowing the proposed platform to keep track of performance analytics. SavMobi's proposed Mobile Marketing Platform intends to help businesses by bringing customers into their door and increasing sales.
Initially we intend to develop and deliver application Mobile Marketing Platform, containing the Vendor Center and Mobile Apps. The Vendor Center intends to allow SavMobi vendors to manage and monitor their promos. It is at the proposed core of all SavMobi Vendor Services. SavMobi Members can use the mobile apps to receive, view & redeem promos, set their preferences, and discover new vendors in their area.
Every business is different, so we've giving the Vendor the ability to determine the discount or offer what is appropriate for them.
The proposed SavMobi Mobile Apps intends to provide members with the full consumer experience of the proposed Mobile Marketing Platform. Members can use the mobile apps to receive, view & redeem promos, set their preferences, and discover new vendors in their area.
We have focused our current operations on the organization and development of our business plan. Our business plan is intended to design and to create a targeted and organized approach to building our intended Vendor and Member enrollment. We believe that once the proposed development of SavMobi's Mobile Marketing Platform is completed, this will allow SavMobi to hit the ground running with many options for our proposed customers.
After the change in control of management, the Company is phasing out the initial business plan and has now shifted the business operation of the Company outsourced accounting and bookkeeping services for its clients. Under this revised business plan, the Company will receive a monthly retainer fee from its clients and has cautiously projected this will have a positive cashflow and generate profit to the Company.
Corporate History
The Company was incorporated by its former president and sole director Mr. Lakwinder Singh Sidhu in the State of Nevada on March 6, 2015, and established a May 31 fiscal year end. On May 18, 2018, Mr. Lakwinder Singh Sidhu resigned from his official positions as CEO and CFO and on the same day the shareholders of the Corporation voted Mr. Poh Kee Liew as Director and CEO, and Mr. Gim Hooi Ooi as Director and CFO.
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Recent Developments
Capital Stock
The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. Total shares issued and outstanding as of May 31, 2018 is 61,900,000.
On May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Ltd., by which New Reap Global Ltd., acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company. New Reap Global Ltd., paid $300,000 in cash.
On March 19, 2018 New Reap Global transferred 250,000 restricted shares to Eng Wah Kung
On May 10th and 30th 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.
Industry Analysis/Competition
Market Analysis
Initially SavMobi proposed Marketing Platform and Mobile App was to provide delivery and receipt of promotional offers. Current management plans to maintain some of the technological advantages of the previous business platform, but to utilize these features in providing accounting and bookkeeping services, specified towards start-ups, small and medium size businesses, corporations and public listed companies. We aim to help our clients to ensure that their risks are minimized, whilst also maximizing their opportunity towards profitability.
Research from Statisa Inc (https://www.statista.com) reveals that revenue of accounting services in the United States from 2009 to 2014 increasing from $81.88B to $94B gradually. This reflects the exponential demand of accounting services, proving the viability and proof of concepts of the current business plan.
Competition
Cited by over 70% of respondents, attracting and developing new business is the top challenge for accounting and financial services firms. This is in line with a trend across the professional services industries. In many market segments, it’s growing more and more challenging to generate new clients. The competition is fierce.
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Demand for accounting services depends on new business formations, the increasing complexity of corporate business, and personal income. The profitability of individual firms depends on the right mix of services and effective marketing. Large firms have advantages in providing wider ranges of services to large corporate clients and having the resources to serve customers with many locations. However, small firms can also compete effectively by specializing and providing superior service.
In a study conducted by The Sleeter Group, 85% of small business owners surveyed said they want their accountant to help them be more proactive in helping them find and use technologies that can help their business become more productive. And 76% reported that their current accountant wasn’t being proactive enough. Nearly half (47%) reported they had changed their accounting firm in the past, at least in part because the firm only provided responsive services.
Patent and Trademarks
We do not currently own any domestic or foreign patents relating to our initial proposed Mobile Marketing Platform and current new plan on accounting and bookkeeping services business.
Employees
As of May 31, 2018, other than its CEO, Mr. Poh Kee Liew and its CFO Mr. Gim Hooi Ooi, the Company has no employees.
ITEM 1A. RISK FACTORS
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
ITEM 2. PROPERTIES
The Company does not own any real estate or other properties and has not entered into any long term lease or rental agreements for property.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock was not quoted on any exchange or trading platform and therefore no data is available for the periods ended May 31, 2018 and May 31, 2017.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Business Overview
SavMobi initially was a technology provider of vendor tools.
After the change in control of management, the Company is phasing out the initial business plan and has now shifted the business operation of the Company to outsourced accounting and bookkeeping services for its clients. Under this revised business plan, the Company will receive a monthly retainer fee from its clients and has cautiously projected this will have a positive cashflow and generate profit to the Company. We aim to help our clients to ensure that their risks are minimized, whilst also maximizing their opportunity towards profitability.
Plan of Operations
After the change in control of management, the Company is phasing out the initial business plan and has now shifted the business operation of the Company outsourced accounting and bookkeeping services for its clients. Management is now reviewing a Macau company to acquire as its subsidiary to hold our accounting and bookkeeping business. We tentatively plan on opening our office in Macau and beginning full operations within the next 12 months. As part of this plan, we intend on recruiting an executive account manager and bookkeeper as we begin to actively source for new clients to outsource their bookkeeping and accounting services to us directly. We estimate we will have sufficient cash flow to maintain the Company’s daily operations within next 12 months.
Going Concern
Our auditor has indicated in their reports on our financial statements for the fiscal years ended May 31, 2018 and May 31, 2017, that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations through the sale of debt or equity securities.
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Results of Operations
Fiscal Year Ended May 31, 2018 compared to Fiscal Year Ended to May 31, 2017
We did not earn any revenues from May 31, 2017 to May 31, 2018.
Expenses for the year ended May 31, 2018 totaled $200,994 consisting primarily of office and general expenses of $163,062, professional fees of $37,932 and exchange gain of $0, resulting in a net loss of $200,994. Expenses for the period for the year ended May 31, 2017 totaled $20,422 consisting primarily of office and general expenses of $4,772, professional fees of $15,650 and exchange gain of $894, resulting in a net loss of $20,343. The net loss in 2018 increased by $180,651, compared to 2017 was primarily due to additional administrative expenses due to the cease of business, other income exchange gain was decreased by $894 compared to 2017.
Capital Resources and Liquidity
Our auditor’s report on our May 31, 2017 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our sole director maybe unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “May 31, 2017 Audited Financial Statements – Auditors Report.”
As of May 31, 2018, we had no cash compared to $371 of cash as of May 31, 2017. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. To date the Company has incurred operating losses since inception of $176,097. As of May 31, 2018, the Company has no working capital deficit.
The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.
Off Balance Sheet Arrangements
There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.
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Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The full text of the Company's consolidated financial statements for the fiscal years ended May 31, 2018 and May 31, 2017, begins on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal controls over financial reporting were not effective as of May 31, 2018.
The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of May 31, 2018 and communicated the matters to our management.
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Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Control over Financial Reporting
There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the fiscal year ended May 31, 2018.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers and director are as follows:
| Name | Age | Position | ||
| Poh Kee Liew | 46 | Chief Executive Officer and Chairman of the Board of Directors | ||
| Gim Hooi Ooi | 37 | Chief Financial Officer and member of the Board of Directors |
Mr. Liew and Mr. Ooi have held their offices/positions since May 18, 2017. Mr. Liew and Mr. Ooi are expected to hold their offices/positions at least until the next annual meeting of our stockholders.
The former officer of the Company Mr. Lakwinder Singh Sidhu resigned his positions on May 18, 2017.
Business Experience
Mr. Liew, 46, is the current CEO of New Asia Energy, Inc. and was the Director of Business Development for AD Channel Creative, a Malaysian company since 2008. He has more than 20 years’ experience in internal financial and public relations management. He is a recognized graphic designer, and accomplished in internet social media platform development. Mr. Liew has a Diploma in Graphic Design from the PJ College Art and Design, Malaysia, in 1995.
Mr. Ooi, Age 37, brings years of executive experience in the banking and financial services. He is the current CFO of Wike Corporation and was formerly Senior Relationship Manager of Alliance Bank Malaysia Berhad and Account Relationship Manager at Hong Leong Bank Berhad. Mr. Ooi graduated with a BA in Mass Communication from University of Tunku Abdul Rahman in 2005.
Director Independence
Our board of directors is currently composed of two members, Mr. Poh Kee Liew and Mr. Gim Hooi Ooi, who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationship exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
Involvement in Legal Proceedings
To our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.
Potential Conflicts of Interest
We are not aware of any current or potential conflicts of interest with Mr. Liew or Mr. Ooi, other business interests and his involvement with SavMobi Technology Inc.
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ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
SavMobi Technology Inc., has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.
The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception through May 31, 2018.
Summary Compensation of Named Executive Officers
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
All Other Compensation ($) | Total ($) | |||||||||||||||||||
| Lakwinder Singh Sidhu (former officer) | 2016 | - | - | - | - | - | 0 | |||||||||||||||||||
| Lakwinder Singh Sidhu (former officer) | 2017 | - | - | - | - | - | 0 | |||||||||||||||||||
| Poh Kee Liew - CEO | 2017-18 | - | - | - | - | - | 0 | |||||||||||||||||||
| Gim Hooi Ooi - CFO | 2017-18 | - | - | - | - | - | 0 | |||||||||||||||||||
Mr. Liew and Mr. Ooi have held their offices/positions since May 18, 2017. Mr. Liew and Mr. Ooi are expected to hold their offices/positions at least until the next annual meeting of our stockholders.
The former officer of the Company Mr. Lakwinder Singh Sidhu resigned his positions on May 18, 2017.
Outstanding Equity Awards at Fiscal Year End
We did not pay any salaries in 2018 or 2017. None of our executive officers received any equity awards, including, options, restricted stock, performance awards or other equity incentives during the fiscal year ended May 31, 2018 and May 31, 2017 for SavMobi Technology Inc.
Employment Contracts
SavMobi Technology has not entered into any employment agreements with its former sole officer and director. After change in control on May 18, 2016, Company also did not sign any employment agreement with newly appointment CEO and CFO. However, Company has no plans to pay them their salary for the foreseeable future.
Stock Awards Plan
The company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.
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Director Compensation
The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. SavMobi Technology Inc. may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.
The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception (March 6, 2015) through May 31, 2018.
| DIRECTOR COMPENSATION | ||||||||||||||||||||||||||||
| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Non-Qualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||
| Lakwinder Singh Sidhu (former director) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| Poh Kee Liew | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| Gim Hooi Ooi | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Mr. Liew and Mr. Ooi have held their offices/positions since May 18, 2017. Mr. Liew and Mr. Ooi are expected to hold their offices/positions at least until the next annual meeting of our stockholders.
The former officer of the Company Mr. Lakwinder Singh Sidhu resigned his positions on May 18, 2017.
Board Committees
We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of May 31, 2018.
| 11 |
Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of May 31, 2018 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership Common Stock (1) | |||||||
| Directors and Officers | No. of Shares | % of Class | ||||||
| New Reap Global Ltd. | ||||||||
Room 301, Unit 3, Bld B1, Qingchun Rd 6 Yuan, Huairou District, Beijing, China. |
31,690,316 | 51.196% | ||||||
Arden Wealth & Trust (Switzerland) AG Bellerivestr 11 Zurich CH-8008 Switzerland |
16,959,684 | 27.399% | ||||||
|
Poh Kee Liew 17, Jln 22/154, Tmn Bukit Anggerik, 56000 Cheras, Malaysia. |
- | - | ||||||
|
Gim Hooi Ooi 21, Simpang N/V, 34700 Simpang, Taiping, Perak, Malaysia |
- | - | ||||||
| All officers, directors and Related Party as a group | 48,650,000 | 78.595% | ||||||
_________
| (1) | Based on 61,900,000 shares of common stock issued and outstanding as of May 31, 2017. |
| (2) | 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. New Reap Global Ltd., paid $300,000 in cash. |
| (3) | On March 19, 2018 New Reap Global transferred 250,000 restricted shares to Eng Wah Kung. |
| (4) | On May 10th and 30th 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. |
ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Transactions with Related Persons
On April 28, 2015, the Company issued 375,000,000 (7,500,000 pre-split) common shares at $0.00001 ($0.001 pre-split) per share to the sole director and President of the Company for cash proceeds of $7,500.
On April 20, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the company on a basis of 50 new common shares for 1 old common share. All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 200:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.
On January 25, 2016, the founding shareholder returned 342,500,000 (6,850,000 pre-split) restricted shares of common stock to treasury for $10 and the shares were subsequently cancelled by the Company.
| 12 |
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. New Reap Global Ltd., paid $300,000 in cash.
During this year, the Company received $19,529 from Lakhwinder Singh Sidhu, the Company’s former President and Director, for operating expenses payment and paid back $3,037. On May 1, 2017, the former president of the Company forgave the related party loan to the Company of $20,695. This is reflected in the financial statements as a credit to Additional-Paid-In-Capital.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Fees paid to Auditors
Audit Fees
For the fiscal year ended May 31, 2018, audit fees were $0. For the period ended May 31, 2017, audit fees were $10,000
The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.
We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees paid during 2018 and 2017 were pre-approved by our Board.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
EXHIBIT INDEX
| 13 |
Index to Financial Statements
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheet at May 31, 2018 | F-3 |
| Statements of Operations for the Twelve Months ended May 31, 2018 and 2017 | F-4 |
| Statements of Cash Flows for the Twelve Months ended May 31, 2018 and 2017 | F-5 |
| Notes to Financial Statements | F-6 |
| F-1 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of SavMobi Technology, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of SavMobi Technology, Inc. as of May 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2020
Lakewood, CO
October 28, 2020
| F-2 |
SAVMOBI TECHNOLOGY INC.
| May 31, | May 31, | |||||||
| 2018 | 2017 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | – | $ | 371 | ||||
| Total current assets | – | 371 | ||||||
| TOTAL ASSETS | $ | – | $ | 371 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | – | $ | 500 | ||||
| Due to related party | – | – | ||||||
| Total current liabilities | – | 500 | ||||||
| Stockholders’ deficit | ||||||||
| Common stock ($.001 par value, 75,000,000 shares authorized, 61,900,000 and 47,737,363 shares issued and outstanding as of May 31, 2018 and May 31, 2017, respectively) | 61,900 | 47,500 | ||||||
| Additional paid in capital | 114,197 | (4,315 | ) | |||||
| Accumulated deficit | (176,097 | ) | (43,314 | ) | ||||
| Total stockholders’ deficit | – | (129 | ) | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | – | $ | 371 | ||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
SAVMOBI TECHNOLOGY INC.
Twelve months ended May 31, 2018 | Twelve months May 31, 2017 | |||||||
| Operating expenses | ||||||||
| General and administrative expenses | $ | 163,062 | $ | 4,772 | ||||
| Professional expenses | 37,932 | 15,650 | ||||||
| +Total operating expenses | 200,994 | 20,422 | ||||||
| Other income | ||||||||
| Exchange gain (loss) | – | 894 | ||||||
| Total other income (expense) | – | 894 | ||||||
| Net loss | $ | (200,994 | ) | $ | (19,528 | ) | ||
| Net loss per common share – Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average number of shares outstanding | 61,900,000 | 47,500,000 | ||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
SAVMOBI TECHNOLOGY INC.
Twelve months ended May 31, 2018 | Twelve months ended May 31, 2017 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (200,994 | ) | $ | (19,528 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | 132,912 | – | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payables and accrued liabilities | 67,711 | (9,492 | ) | |||||
| Net cash used in operating activities | (371 | ) | (29,020 | ) | ||||
| Cash flows from financing activity: | ||||||||
| Proceeds from related parties | – | 16,992 | ||||||
| Net cash provided by financing activity | – | 16,992 | ||||||
| Net decrease in cash and cash equivalents | (371 | ) | (12,028 | ) | ||||
| Cash and cash equivalents, beginning of period | 371 | 12,399 | ||||||
| Cash and cash equivalents, end of period | $ | – | $ | 371 | ||||
| SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||||||||
| Interest paid | $ | – | $ | – | ||||
| Income taxes paid | $ | – | $ | – | ||||
| NON-CASH TRANSACTIONS: | ||||||||
| Operating expense paid by related party | $ | 65,517 | $ | – | ||||
| Accounts payable paid off by related party | $ | 129 | $ | – | ||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
SAVMOBI TECHNOLOGY INC.
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
On March 6, 2015, SavMobi Technology Inc. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada and established a fiscal year end of May 31. Initially the business platform was in providing application software to a global vendor platform to connect people to businesses and provide a new shopping experience. The Company’s previous principal offices are located in 73B Bank Avenue, Amritsar, Punjab, 143001, India.
On May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Ltd., by which New Reap Global Ltd. acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company. After the change of ownership, the Company’s current principal offices are located in Travessa do Cais, No 3A, Edg. Kai Lei, Macau.
The Company has not yet implemented its initial and new business model and to date has generated no revenues.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended May 31, 2017 included in the Company’s Form 10-K/A filed with the Securities and Exchange Commission. The financial statements should be read in conjunction with those financial statements included in the Form 10-K/A. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the twelve months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending May 31, 2018. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K/A for the fiscal year ended May 31, 2017, have been omitted.
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared, however, actual results could differ from those estimates.
| F-6 |
Fair Value of Financial Instruments
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use or unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:
Level - 1: defined as observable inputs such as quoted prices in active markets;
Level - 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level - 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying amounts of accounts payables and accrued liabilities approximate its fair value due to its relatively short-term maturity.
It is not, however, practical to determine the fair value of amounts due to related party because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Stock-based Compensation
The Company accounts for stock-based compensation issued to non-employees in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| F-7 |
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company continues as a going concern. The Company has suffered recurring losses from operations. As shown in the accompanying financial statements, the Company has working capital deficit of $176,097 as of May 31, 2018, and has generated negative cash flows from operating activities for the twelve months ended May 31, 2018. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.
The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required.
The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
As of May 31, 2017, there was $0 due to related party.
During the twelve months ended May 31, 2018, the Company’s director, Poh Kee Liew, paid $65,517 operating expenses on behalf of the Company, and paid off $129 accounts payable for the Company. As of May 31, 2018, the total amount due to Poh Kee Liew was $65,646 was written off.
The Company's executive office is located at Travessado Cais, No.3A, Edg. Kai Lei, Macau. This office is furnished to the Company by a friend of the CEO at no charge.
NOTE 5 – COMMON STOCK
In November 2017, the Company issued a total of 14,400,000 restricted shares of common stocks to six marketers at price of $0.00923 per share as payment for market promotion service fees. Total value of the services, valued at the fair market value on the issuance date, was $132,912. For the twelvemonths ended May 31, 2018, $132,912 was expensed as marketing fees.
NOTE 6 – SUBSEQUENT EVENTS
On December 20, 2017, the Company acquired 100% equity interest in Xinda Human Resources Sdn. Bhd. (“Xinda HR”), a company incorporated in Malaysia with a consideration of MYR2.00. The Company and Xinda HR are under common control of the same group of shareholders. Xinda HR had no source of income nor any operations since its establishment on March 7, 2017. The consideration has been paid as of the filing date. As a result of the shares acquisition, Xinda HR has become the Company’s wholly-owned subsidiary.
| F-8 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| SavMobi Technolgy Inc. | ||
| By: | /s/ Poh Kee Liew | |
Poh Kee Liew Chief Executive Officer |
||
| /s/ Gim Hooi Ooi | ||
| Gim Hooi Ooi | ||
| Chief Financial Officer | ||
October 27, 2020
EXHIBIT 31.1
CERTIFICATIONS
I, Poh Kee Liew, certify that:
| 1. | I have reviewed this annual report on Form 10-K/A of SavMobi Technology Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and, |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 27, 2020 | By: | /s/ Poh Kee Liew | |
| Poh Kee Liew | |||
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS
I, Gim Hooi Ooi, certify that:
| 1. | I have reviewed this annual report on Form 10-K/A of SavMobi Technology Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and, |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 27, 2020 | By: | /s/ Gim Hooi Ooi | |
| Gim Hooi Ooi | |||
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K/A for the period ended May 31, 2018 of SavMobi Technology Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Transition Report"), I, Poh Kee Liew, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and
2. The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
| Date: October 27, 2020 | By: | /s/ Poh Kee Liew | |
| Poh Kee Liew | |||
| Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K/A for the period ended May 31, 2018 of SavMobi Technology Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Transition Report"), I, Poh Kee Liew, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and
2. The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
| Date: October 27, 2020 | By: | /s/ Gim Hooi Ooi | |
| Gim Hooi Ooi | |||
| Chief Financial Officer |
Document and Entity Information - USD ($) |
12 Months Ended | |
|---|---|---|
May 31, 2018 |
Sep. 22, 2020 |
|
| Document And Entity Information | ||
| Entity Registrant Name | SavMobi Technology Inc. | |
| Entity Central Index Key | 0001647822 | |
| Document Type | 10-K/A | |
| Document Period End Date | May 31, 2018 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --05-31 | |
| Is Entity a Well-known Seasoned Issuer? | No | |
| Is Entity a Voluntary Filer? | No | |
| Is Entity's Reporting Status Current? | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 61,900,000 | |
| Document Fiscal Period Focus | FY | |
| Document Fiscal Year Focus | 2018 | |
| Entity Emerging Growth | true | |
| Entity ex-transition | false | |
| Entity Small Business | true | |
| Entity Interactive Data | Yes | |
| Entity Incorporation State | NV | |
| Entity Shell Company | true | |
| Entity File Number | 333-206804 | |
| Entity Public Float | $ 0 |
BALANCE SHEETS (Unaudited) - USD ($) |
May 31, 2018 |
May 31, 2017 |
|---|---|---|
| Current assets | ||
| Cash and cash equivalents | $ 0 | $ 371 |
| Total current assets | 0 | 371 |
| TOTAL ASSETS | 0 | 371 |
| Current liabilities | ||
| Accounts payable and accrued liabilities | 0 | 500 |
| Due to related party | 0 | 0 |
| Total current liabilities | 0 | 500 |
| Stockholders' deficit | ||
| Common stock | 61,900 | 47,500 |
| Additional paid in capital | 114,197 | (4,315) |
| Accumulated deficit | (176,097) | (43,314) |
| Total stockholders' deficit | 0 | (129) |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 371 |
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
May 31, 2018 |
May 31, 2017 |
|---|---|---|
| Stockholders' deficit | ||
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, authorized | 75,000,000 | 75,000,000 |
| Common stock, issued | 61,900,000 | 47,500,000 |
| Common stock, outstanding | 61,900,000 | 47,500,000 |
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
12 Months Ended | |
|---|---|---|
May 31, 2018 |
May 31, 2017 |
|
| Operating expenses | ||
| General and administrative expenses | $ 163,062 | $ 4,772 |
| Professional expenses | 37,932 | 15,650 |
| Total operating expenses | 200,994 | 20,422 |
| Other income | ||
| Exchange gain (loss) | 0 | 894 |
| Total other income (expense) | 0 | 894 |
| Net loss | $ (200,994) | $ (19,528) |
| Net loss per common share - Basic and Diluted | $ (0.00) | $ (0.00) |
| Weighted average number of shares outstanding | 61,900,000 | 47,500,000 |
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) |
12 Months Ended | |
|---|---|---|
May 31, 2018 |
May 31, 2017 |
|
| Cash flows from operating activities: | ||
| Net loss | $ (200,994) | $ (19,528) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Stock-based compensation | 132,912 | 0 |
| Changes in operating assets and liabilities: | ||
| Accounts payables and accrued liabilities | 67,711 | (9,492) |
| Net cash used in operating activities | (371) | (29,020) |
| Cash flows from financing activity: | ||
| Proceeds from related parties | 0 | 16,992 |
| Net cash provided by financing activity | 0 | 16,992 |
| Net decrease in cash and cash equivalents | (371) | (12,028) |
| Cash and cash equivalents, beginning of period | 371 | 12,399 |
| Cash and cash equivalents, end of period | 0 | 371 |
| SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||
| Interest paid | 0 | 0 |
| Income taxes paid | 0 | 0 |
| NON-CASH TRANSACTIONS: | ||
| Operating expense paid by related party | 65,517 | 0 |
| Accounts payable paid off by related party | $ 129 | $ 0 |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION |
12 Months Ended |
|---|---|
May 31, 2018 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| NATURE OF OPERATIONS AND BASIS OF PRESENTATION |
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
On March 6, 2015, SavMobi Technology Inc. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada and established a fiscal year end of May 31. Initially the business platform was in providing application software to a global vendor platform to connect people to businesses and provide a new shopping experience. The Company’s previous principal offices are located in 73B Bank Avenue, Amritsar, Punjab, 143001, India.
On May 18, 2017, Lakwinder Singh Sidhu, the Company’s former Director and CEO, completed a transaction with New Reap Global Ltd., by which New Reap Global Ltd. acquired 32,500,000 shares of common stock, representing 68.4% ownership of the Company. After the change of ownership, the Company’s current principal offices are located in Travessa do Cais, No 3A, Edg. Kai Lei, Macau.
The Company has not yet implemented its initial and new business model and to date has generated no revenues. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended |
|---|---|
May 31, 2018 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended May 31, 2017 included in the Company’s Form 10-K/A filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K/A. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the twelve months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending May 31, 2018. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K/A for the fiscal year ended May 31, 2017, have been omitted.
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared, however, actual results could differ from those estimates.
Fair Value of Financial Instruments
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use or unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:
Level - 1: defined as observable inputs such as quoted prices in active markets;
Level - 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level - 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying amounts of accounts payables and accrued liabilities approximate its fair value due to its relatively short-term maturity.
It is not, however, practical to determine the fair value of amounts due to related party because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Stock-based Compensation
The Company accounts for stock-based compensation issued to non-employees in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN |
12 Months Ended |
|---|---|
May 31, 2018 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN |
NOTE 3 – GOING CONCERN
The accompanying unaudited financial statements have been prepared assuming that the Company continues as a going concern. The Company has suffered recurring losses from operations. As shown in the accompanying unaudited financial statements, the Company has working capital deficit of $176,097 as of May 31, 2018, and has generated negative cash flows from operating activities for the twelve months ended May 31, 2018. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.
The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required.
The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. |
RELATED PARTY TRANSACTIONS |
12 Months Ended |
|---|---|
May 31, 2018 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS |
NOTE 4 – RELATED PARTY TRANSACTIONS
As of May 31, 2017, there was $0 due to related party.
During the twelve months ended May 31, 2018, the Company’s director, Poh Kee Liew, paid $65,517 operating expenses on behalf of the Company, and paid off $129 accounts payable for the Company. As of May 31, 2018, the total amount due to Poh Kee Liew was $65,646 was written off.
The Company's executive office is located at Travessado Cais, No.3A, Edg. Kai Lei, Macau. This office is furnished to the Company by a friend of the CEO at no charge. |
COMMON STOCK |
12 Months Ended |
|---|---|
May 31, 2018 | |
| Stockholders' Equity Note [Abstract] | |
| COMMON STOCK | NOTE 5 – COMMON STOCK
In November 2017, the Company issued a total of 14,400,000 restricted shares of common stocks to six marketers at price of $0.00923 per share as payment for market promotion service fees. Total value of the services, valued at the fair market value on the issuance date, was $132,912. For the twelvemonths ended May 31, 2018, $132,912 was expensed as marketing fees. |
SUBSEQUENT EVENTS |
12 Months Ended |
|---|---|
May 31, 2018 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS |
NOTE 6 – SUBSEQUENT EVENTS
On December 20, 2017, the Company acquired 100% equity interest in Xinda Human Resources Sdn. Bhd. (“Xinda HR”), a company incorporated in Malaysia with a consideration of MYR2.00. The Company and Xinda HR are under common control of the same group of shareholders. Xinda HR had no source of income nor any operations since its establishment on March 7, 2017. The consideration has been paid as of the filing date. As a result of the shares acquisition, Xinda HR has become the Company’s wholly-owned subsidiary.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended |
|---|---|
May 31, 2018 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation |
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended May 31, 2017 included in the Company’s Form 10-K/A filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K/A. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the twelve months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending May 31, 2018. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K/A for the fiscal year ended May 31, 2017, have been omitted. |
| Use of Estimates |
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared, however, actual results could differ from those estimates. |
| Fair Value of Financial Instruments |
Fair Value of Financial Instruments
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use or unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:
Level - 1: defined as observable inputs such as quoted prices in active markets;
Level - 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level - 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying amounts of accounts payables and accrued liabilities approximate its fair value due to its relatively short-term maturity.
It is not, however, practical to determine the fair value of amounts due to related party because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs. |
| Related Party Transactions |
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
| Stock-based Compensation |
Stock-based Compensation
The Company accounts for stock-based compensation issued to non-employees in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. |
| Recent Accounting Pronouncements |
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - Director And CEO [Member] |
1 Months Ended |
|---|---|
|
May 18, 2017
shares
| |
| Common stock shares acquired | 32,500,000 |
| Ownership percentage | 68.40% |
GOING CONCERN (Details Narrative) |
May 31, 2018
USD ($)
|
|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Working capital | $ (176,097) |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
May 31, 2018 |
May 31, 2017 |
|
| Operating expense paid by related party | $ 65,517 | $ 0 |
| Accounts payable paid off by related party | 129 | 0 |
| Due to related party | 0 | $ 0 |
| Director, Poh Kee Liew [Member] | ||
| Operating expense paid by related party | 65,517 | |
| Accounts payable paid off by related party | 129 | |
| Due to related party | $ 65,646 | |
COMMON STOCK (Details Narrative) - USD ($) |
1 Months Ended | 12 Months Ended |
|---|---|---|
Nov. 30, 2017 |
May 31, 2018 |
|
| Marketing fees | $ 132,912 | |
| Six Marketers [Member] | ||
| Stock issued for services, shares | 14,400,000 | |
| Shares issued, price per share | $ .00923 | |
| Stock issued for services, value | $ 132,912 |
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