10-K/A: Jingbo Technology Files Amended 10-K, Restating Financials for Fiscal Years 2023 and 2024
Amended Annual Report (Form 10-K/A)
Jingbo Technology, Inc. files an amendment to its annual report on Form 10-K, restating financial statements for the fiscal years ended February 29, 2024, and February 28, 2023, due to errors in earnings per share calculations and stock split accounting.
Summary
- Jingbo Technology, Inc. has filed Amendment No. 4 to its Annual Report on Form 10-K for the fiscal year ended February 29, 2024.
- The filing includes restated consolidated financial statements for the fiscal years ended February 29, 2024, and February 28, 2023.
- The restatements were due to errors in the earnings per share calculations and stock split accounting.
- The company's operations are primarily conducted in Chinese Mainland through variable interest entities (VIEs).
- The company faces risks associated with the VIE structure and regulatory environment in Chinese Mainland.
- The company's auditor has included a going concern explanatory paragraph in their report.
- The company's internal controls over financial reporting were deemed not effective as of February 29, 2024.
- The company is taking steps to remediate material weaknesses in internal controls.
Sentiment
Score: 3
Explanation: The document presents a negative outlook due to decreased revenue, net losses, a going concern warning from the auditor, and identified material weaknesses in internal controls. While the company is taking steps to remediate these issues, the overall sentiment is pessimistic.
Positives
- The company is taking steps to remediate material weaknesses in internal controls.
- The company's cost of revenues decreased from $4,603,742 in FY2023 to $2,121,929 in FY2024.
- The company's selling and marketing expenses decreased from $501,892 in FY2023 to $295,609 in FY2024.
- The company's research and development expenses decreased from $428,076 in FY2023 to $334,029 in FY2024.
Negatives
- The company's revenue decreased from $3,426,492 in FY2023 to $1,583,637 in FY2024.
- The company reported a net loss of $5,482,077 for FY2024.
- The company's auditor has expressed substantial doubt about its ability to continue as a going concern.
- The company identified material weaknesses in its internal controls over financial reporting as of February 29, 2024.
Risks
- The company's VIE structure and reliance on contractual arrangements in Chinese Mainland pose regulatory and enforcement risks.
- Changes in Chinese Mainland's political and economic policies could adversely affect the company's operations.
- The company faces risks associated with the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect its auditors.
- The company's ability to access cash generated by its Chinese Mainland subsidiaries may be limited by currency exchange restrictions.
- The company's internal controls over financial reporting were deemed not effective as of February 29, 2024.
Future Outlook
The company's ability to continue 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.
Management Comments
- 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.
Industry Context
The company operates in the smart parking industry in Chinese Mainland, which is subject to evolving regulations and government oversight. The industry faces challenges related to standardization, competition, and integration of online and offline services.
Comparison to Industry Standards
- The document does not provide enough information to make a detailed comparison to industry standards.
- Comparable companies in the smart parking industry include ETCP, J-Parking, and Xiamen Ketuo Co.
- Key metrics for comparison would include parking space utilization rates, technology adoption rates, and revenue per parking space.
- The document mentions that the ratio of car to parking spaces is 1:1.3 in developed countries, while the average in China is less than 1:0.5, indicating a significant imbalance between supply and demand.
Related Party Transactions
- The company had significant related party transactions, including loans from and to related parties.
- Shaoxin Keqiao Zhuyi Technology Co., Ltd., an entity controlled by a shareholder, took over debts from several businesses.
Stakeholder Impact
- Shareholders face risks due to the company's financial performance, going concern uncertainty, and potential regulatory challenges.
- Employees may be affected by the company's financial instability and potential restructuring.
- Customers may experience disruptions in service if the company's financial situation worsens.
- Creditors face increased risk of non-payment due to the company's financial difficulties.
Next Steps
- The company plans to remediate material weaknesses in internal controls.
- The company needs to secure long-term loans or alternative financing to meet its obligations.
- The company needs to generate sufficient recurring revenues to fund operations.
Key Dates
| Date | Description |
|---|---|
| 2015-03-06 | SavMobi Technology Inc. was incorporated in Nevada. |
| 2017-05-18 | New Reap Global Ltd. acquired 68.4% ownership of the Company. |
| 2018-03-19 | New Reap Global transferred 250,000 restricted shares to Eng Wah Kung. |
| 2018-05-10 | 16,959,684 shares were transferred to Arden Wealth and Trust. |
| 2018-05-30 | 16,959,684 shares were transferred to Arden Wealth and Trust. |
| 2018-06-15 | New Reap Global transferred 690,316 restricted shares to EMRD Global Holdings. |
| 2018-06-26 | New Reap Global transferred 3,000,000 restricted shares to FORTRESS ADVISORS, LLC and 3,000,000 to Baywall Inc. |
| 2019-09-20 | The Company entered into a three-year loan with Beijing Zhibo Innovation Technology Co., Ltd. |
| 2020-09-01 | The Company entered into a two-year interest-free agreement with Zhibo. |
| 2020-11-10 | Ten shareholders entered into stock purchase agreements to sell 42,440,316 shares. |
| 2022-06-08 | Three shareholders entered into stock purchase agreements to sell 25,095,788 shares. |
| 2022-12-15 | The Company entered into a share exchange agreement with Intellegence Parking Group Limited. |
| 2023-01-05 | The share exchange agreement with Intellegence Parking Group Limited closed. |
| 2023-03-08 | The Company changed its name from Savmobi Technology, Inc. to Jingbo Technology, Inc. |
| 2024-02-05 | The Company conducted a reverse stock split at a ratio of 1-for-200. |
| 2024-02-28 | The Company changed its fiscal year end from May 31 to the last day of February. |
| 2024-02-29 | End of the fiscal year for which financial statements are presented. |
| 2025-05-06 | Date of signatures for the amended annual report. |
Keywords
financial statements, internal controls, going concern, VIE structure, Chinese Mainland, Jingbo Technology, restatement, financial reporting, auditor, PCAOB
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