U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~August~~November 3130, 2025

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

For the transition period from __________ to __________

Commission file number: 000-56570

Jingbo Technology, Inc.

(Exact name of Company as specified in its charter)

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

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

+86 ~~57187197085~~4009260345

(Company’s telephone number, including area code)

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

None

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

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

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

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

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

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

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

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

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

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

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

As of ~~September~~January 3012, ~~2025~~2026, 555,315,412 shares of the issuer’s common stock were issued and outstanding.

Documents Incorporated By Reference: None

FORM 10-Q

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of August 31, 2025 (Unaudited) and February 28, 2025 (Audited)	3
	Condensed Consolidated Balance Sheets as of November 30, 2025 (Unaudited) and February 28, 2025 (Audited)	3
	Condensed Consolidated Statements of Operations for the Three Months Ended August 31, 2025 and 2024	4
	Condensed Consolidated Statements of Operations for the Nine Months Ended November 30, 2025 and 2024	4
	Condensed Consolidated Statements of Stockholders’ Equity/(Deficit)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 30, 2025 and 2024	6
	Notes to Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II - OTHER INFORMATION		36
Item 1.	Legal Proceedings	36
Item 1A	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
SIGNATURES		37

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements.

Jingbo Technology, Inc.

Condensed Consolidated Balance Sheets

	August 31, 2025 (Unaudited)			February 28, 2025 (Audited)
	November 30, 2025 (Unaudited)			February 28, 2025 (Audited)
	$			$
Assets
Current assets
Cash and cash equivalents		~~184~~130,~~899~~007			105,265
Restricted cash		1245,~~840~~677			9,492
Accounts receivable		7736,~~644~~668			122,614
Inventories		~~116~~134,~~630~~858			119,006
Amount due from related parties		6986,~~994~~941			70,104
Prepaid expenses and other current assets		6,~~842~~875,~~202~~877			6,659,078
Total current assets		7,~~304~~310,~~209~~028			7,085,559
Non-current assets
Property, plant and equipment, net		54,~~029~~819,~~208~~842			5,020,365
Intangible assets, net		87,~~101~~201			8,911
Right-of-use assets		7176,~~208~~674			77,318
Other non-current assets		2827,~~910~~922			30,663
Total non-current assets		54,~~137~~931,~~427~~639			5,137,257
Total Assets		12,~~441~~241,~~636~~667			12,222,816
Liabilities and Stockholders’ (Deficit) Equity
Current liabilities
Short-term Loan		170,~~402,446~~670			1,373,098
Accounts payables		~~776~~488,~~091~~205			629,535
Advances from customers		3,~~290~~178,~~741~~046			3,595,420
Other current payables		78,~~138~~079,~~586~~278			5,749,278
Taxes payable		7662,~~087~~347			67,723
Amounts due to related parties		2,~~406~~495,~~689~~157			2,245,834
Operating lease liabilities, current		910,~~587~~341			9,177
Total current liabilities		1514,~~100~~384,~~227~~044			13,670,065
Non-current liabilities
Operating lease liabilities		59,563			65,791
Operating lease liabilities, non-current		60,420			65,791
Long term payable		21,954,897			21,495,468
Long-term Loan		1,342,737			-
Total non-current liabilities		22,014,460			21,561,259
Long term payable		22,126,499			21,495,468
Total Liabilities		37,114,687			35,231,324
Total non-current liabilities		23,529,656			21,561,259
Commitments and Contingencies (Note 14)		-			-
Total Liabilities		37,913,700			35,231,324
Stockholders’ Deficit
Common stock ($0.001 par value, 50,000,000,000 shares authorized, 555,315,412 shares issued and outstanding as of August 31, 2025 and February 28, 2025)		555,315			555,315
Common stock ($0.001 par value, 50,000,000,000 shares authorized, 555,315,412 shares issued and outstanding as of November 30, 2025 and February 28, 2025)		555,315			555,315
Additional paid-in capital		9,672,563			9,672,563
Accumulated deficit		(3637,~~510~~305,~~333~~032	)		(35,326,578	)
Accumulated other comprehensive income		1,~~790~~613,~~688~~151			2,264,403
Non-controlling interest		(~~181~~208,~~284~~030	)		(174,211	)
Total Shareholders’ Deficit		(2425,~~673~~672,~~051~~033	)		(23,008,508	)
Total Liabilities and Shareholders’ Deficit		12,~~441~~241,~~636~~667			12,222,816

Jingbo Technology, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

	Three months ended August 31, 2025			Three months ended August 31, 2024			Six months ended August 31, 2025			Six months ended August 31, 2024
	Three months ended November 30, 2025			Three months ended November 30, 2024			Nine months ended November 30, 2025			Nine months ended November 30, 2024
	$	$		$	$		$	$		$	$
Net revenues		~~381~~358,~~683~~111			~~396~~784,~~242~~206			~~843~~1,~~313~~201,424			~~704~~1,~~776~~488,982
Cost of revenues		(~~316~~300,~~836~~734	)		(~~697~~841,~~567~~439	)		(~~650~~951,~~813~~547	)		(12,~~209~~051,~~872~~311	)
Gross income/(loss)		6457,~~847~~377			(~~301~~57,~~325~~233	)		~~192~~249,~~500~~877			(~~505~~562,~~096~~329	)
Operating expenses:
Selling and marketing expenses		(32120,~~135~~862	)		(~~320~~9,~~770~~992	)		(55175,~~091~~953	)		(~~417~~427,~~947~~939	)
General and administrative expenses		(~~743~~693,~~648~~444	)		(~~964~~588,~~204~~216	)		(1,~~240~~934,~~722~~166	)		(12,~~756~~344,~~448~~664	)
Research and development expenses		(6085,~~605~~742	)		(85110,~~511~~401	)		(~~124~~210,~~941~~683	)		(~~166~~277,~~984~~385	)
Bad debt provision		-155,376			-			69224,~~295~~671			-
Total operating expenses		(~~836~~744,~~388~~672	)		(1708,~~370,485~~609	)		(12,~~351~~096,~~459~~131	)		(23,~~341~~049,~~379~~988	)
Operating loss		(~~771~~687,~~541~~295	)		(1765,~~671,810~~842	)		(1,~~158~~846,~~959~~254	)		(23,~~846~~612,~~475~~317	)
Interest income		4523			19471			~~180~~203			81552
Interest expense		(16,~~021~~303	)		(3314,~~265~~817	)		(3147,~~356~~659	)		(6176,~~221~~038	)
Other income/(expense)		1(111,~~208~~346	)		(254,~~567,834~~552	)		(1112,~~498~~844	)		(2,~~569~~515,~~885~~333	)
Total other income/(expenses)		(14127,~~768~~626	)		(240,~~601,080~~206	)		(32160,~~674~~300	)		(2,~~631~~590,~~025~~819	)
Income before income tax expense		(~~786~~814,~~309~~921	)		(4725,~~272,890~~636	)		(12,~~191~~006,~~633~~554	)		(56,~~477~~203,~~500~~136	)
Income tax expense		(19495	)		-(796	)		(34,~~566~~061	)		(14810	)
Net loss		(~~786~~815,~~328~~416	)		(4726,~~272,890~~432	)		(12,~~195~~010,~~199~~615	)		(56,~~477~~203,~~514~~946	)
Other comprehensive loss:
Foreign current translation income/(loss)		(~~216~~183,~~330~~566	)		~~(137~~285,~~850~~288	)		(~~469~~652,~~344~~910	)		(9275,~~370~~918	)
Total comprehensive loss		(1998,~~002,658~~982	)		(4441,~~410,740~~144	)		(12,~~664~~663,~~543~~525	)		(5,~~486~~928,~~884~~028	)
Net loss attributable to:
Owners of the Company		(~~778~~794,~~159~~699	)		(4752,~~262,965~~503	)		(1,~~183~~978,~~755~~454	)		(56,~~430~~183,~~641~~144	)
Non-controlling interest		(820,~~169~~717	)		(926,~~925~~071	)		(1132,~~444~~161	)		(4620,~~873~~802	)
Net loss		(~~786~~815,~~328~~416	)		(4726,~~272,890~~432	)		(12,~~195~~010,~~199~~615	)		(56,~~477~~203,~~514~~946	)
Total comprehensive loss attributable to:
Owners of the Company		(~~999~~972,~~347~~236	)		(4457,~~401,376~~771	)		(12,~~657~~629,~~470~~706	)		(5,~~439~~896,~~019~~790	)
Non-controlling interest		(326,~~311~~746	)		(916,~~364~~627	)		(733,~~073~~819	)		(4731,~~865~~238	)
Total comprehensive loss		(1998,~~002,658~~982	)		(4441,~~410,740~~144	)		(12,~~664~~663,~~543~~525	)		(5,~~486~~928,~~884~~028	)
Loss per common share:
Basic and diluted		(0.001	)		(0.80009	)		(0.~~002~~004	)		(10.03197	)
Weighted average number of common shares outstanding:
Basic and diluted		555,315,412			583,~~315~~886,~~412~~840			555,315,412			531,~~315~~410,~~412~~303

Jingbo Technology, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the ~~six~~nine months ended ~~August~~November 3130, 2025 and 2024

					Additional						Other			Total			Non-
	Common Stock				Paid In			Accumulated			Comprehensive			Shareholders’			controlling			Total
	Shares		Amount		Capital			Deficit			Income/(loss)			Equity			Interest			Equity
Balance at, February 29, 2024		5,315,412		5,315		9,530,921			(29,311,229	)		2,109,066			(17,665,927	)		(1,036,253	)		(18,702,180	)
Net income									(56,~~430~~183,~~641~~144	)					(56,~~430~~183,~~641~~144	)		(4620,~~873~~802	)		(56,~~477~~203,~~514~~946	)
Foreign currency translation adjustments												(8286,~~378~~354	)		(8286,~~378~~354	)		(~~992~~10,436	)		(9275,~~370~~918	)
Disposal of subsidiaries		-		-		-			1,809,896			(9,444	)		1,800,452			881,187			2,681,639
Capital Contribution		550,000,000		550,000		(550,000	)
Balance at, August 31, 2024		5,315,412		5,315		9,530,921			(32,931,974	)		2,091,244			(21,304,494	)		(202,931	)		(21,507,425	)
Disposal of subsidiaries									1,818,343			15,015			1,833,358			892,743			2,726,101
Balance at, November 30, 2024		555,315,412		555,315		8,980,921			(33,676,030	)		2,410,435			(21,729,359	)		(174,748	)		(21,904,107	)
Balance at, February 28, 2025		555,315,412		555,315		9,672,563			(35,326,578	)		2,264,403			(22,834,297	)		(174,211	)		(23,008,508	)
Balance		555,315,412		555,315		9,672,563			(35,326,578	)		2,264,403			(22,834,297	)		(174,211	)		(23,008,508	)
Net income		-		-		-			(1,~~183~~978,~~755~~454	)					(1,~~183~~978,~~755~~454	)		(1132,~~444~~161	)		(12,~~195~~010,~~199~~615	)
Foreign currency translation adjustments		-		-		-			-			(~~473~~651,~~715~~252	)		(~~473~~651,~~715~~252	)		4(1,~~371~~658	)		(~~469~~652,~~344~~910	)
Balance at, August 31, 2025		555,315,412		555,315		9,672,563			(36,510,333	)		1,790,688			(24,491,767	)		(181,284	)		(24,673,051	)
Balance at, November 30, 2025		555,315,412		555,315		9,672,563			(37,305,032	)		1,613,151			(25,464,003	)		(208,030	)		(25,672,033	)
Balance		555,315,412		555,315		9,672,563			(3637,~~510~~305,~~333~~032	)		1,~~790~~613,~~688~~151			(2425,~~491~~464,~~767~~003	)		(~~181~~208,~~284~~030	)		(2425,~~673~~672,~~051~~033	)

Jingbo Technology, Inc.

Condensed Consolidated Statements of Cash Flows

For the ~~six~~nine months ended ~~August~~November 3130, 2025 and 2024

	2025			2024
	$	$		$	$
Net loss		(12,~~195~~010,~~199~~615)	)		(56,~~477~~203,~~514~~946	)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		~~251~~362,~~701~~187			~~352~~561,~~672~~977
Depreciation of right-of-use assets		9,150			32,323
Bad debt expense		(224,671	)		-
Bad debt expense		(69,295	)		-
Amortization of right-of-use assets		7,072			48,666
Loss on disposal of fixed assets		~~733~~126,373			~~225~~221,~~323~~161
Transfers from construction in progress to costs of revenue		1,207			-
Loss from disposal of subsidiary		-			2,086,434
Loss on disposal of subsidiaries		-			2,125,703
Transfers from construction in progress to costs of revenue		1,476			-
Changes in operating assets and liabilities
Accounts receivable		~~116~~312,~~324~~864			~~126~~151,~~280~~333
Inventories		(3061,~~266~~214	)		7168,~~386~~584
Prepaid expenses and other current assets		(9615,~~792~~096	)		(~~268~~2,~~090~~536,115	)
Other non-current assets		-			~~857~~840,~~425~~143
Accounts payable and other current liabilities		~~955~~1,~~492~~405,525			23,~~596~~554,~~625~~712
Net cash (used in)/provided by operating activities		(56,945	)		642,133
Net cash used in operating activities		(96,099	)		(1,207,051	)
Cash flows from investing activities
Purchase of property, plant and equipment		(37,374	)		(418,429	)
Proceeds from sale of property, plant and equipment		686			-
Interest-free loan lent to related parties		-			(2,126	)
Purchase of property, plant and equipment		(89,414	)		(484,198	)
Interest-free loan repaid by related parties		-			98,184
Purchase of other non-current assets		-			(21,695	)
Proceeds from sale of property and equipment		416			-
Interest-free loan lent to related parties		(16,275	)		2,086
Net cash used in investing activities		(36,958	)		(322,371	)
Interest-free loan repaid by related parties		-			96,004
Net cash used in investing activities		(105,003	)		(407,803	)
Cash flows from financing activities
Repayment of interest-free loan to related parties		-			(257,579	)
Proceeds from interest-free loan from a related party		257,736			1,098,177
Proceeds from interest-free loan from related parties		174,459			276,000
Repayment of interest-free loan to a related party		-			(263,927	)
Disposal of subsidiaries, net of cash disposed of		-			~~812~~797,~~647~~634
Net cash provided by financing activities		~~174~~257,~~459~~736			~~831~~1,~~068~~631,884
Effect of exchange rate changes on cash and cash equivalents		24,~~426~~293			(1316,~~179~~907	)
Net increase/(decrease) of cash and cash equivalents		8260,~~982~~927			~~1,137,651~~123
Cash and cash equivalents–beginning of year		114,757			148,505
Cash and cash equivalents–end of year		~~197~~175,~~739~~684			1148,~~286,156~~628
Supplementary cash flow information:
Income taxes		34,~~566~~061			14810
Interest expense		3147,~~356~~659			6176,~~221~~038

1. Organization and Principal Activities

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

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

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

On May 10, 2018 and May 30, 2018, 16,959,684 were transferred to Arden Wealth and Trust. 2,000,000 shares are free trading from HongLing Shang, 559,684 restricted shares from New Reap Global, LTD and 2,400,000 each from Xuedong Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu. On June 15, 2018 New Reap Global transferred 690,316 restricted shares to EMRD Global Holdings.

On June 26, 2018 New Reap Global transferred 3,000,000 restricted shares to FORTRESS ADVISORS, LLC and 3,000,000 to Baywall Inc.

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

On June 8, 2022, three (3) shareholders of the Company, including Ma Hongyu, Ye Caiyun, and Li Wenzhe entered into stock purchase agreements with an aggregate of five (5) non-U.S. accredited investors (the “Purchase Agreements”) to sell an aggregate of 25,095,788 shares of common stock of the Company, which represents approximately 40.54% of the issued and outstanding shares of common stock of the Company, for consideration of $250,958.

The transaction contemplated in Purchase Agreements closed on June 8, 2022. Zhang Yiping and Chen Xinxin acquired approximately 24.54% and 6.46% of the issued and outstanding shares of the Company, respectively, and the remaining purchasers each acquired less than 4.99% of the issued and outstanding shares.

Schedule of Share Acquired by Purchases

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

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

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

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

Intellegence Parking was incorporated on June 29, 2022 under the laws of Cayman Islands, which was controlled by Guowei Zhang, Xiujuan Chen, Hongwei Li and Chuchu Zhang. Intellegence Parking is an investment holding company.

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

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

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

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

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

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

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

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

Hangzhou Tianniu Information Technology Co., Ltd (“Tianniu”) was incorporated under the laws of the PRC on April 10, 2025. Its sole director is Leilei Wu. It mainly focuses on IT system and information technology services.

The Company consolidated its financial statements due to common control.

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

	Country/Place and date of	Percentage of direct or indirect economic benefits ownership
Companies	incorporation/establishment	~~August~~November 3130, 2025			February 28, 2025
Major Subsidiaries
Intellegence Parking Group Limited	Cayman June 29, 2022		100	%		100	%
Intellegence Parking (Hong Kong) Limited	Hong Kong July 20, 2022		100	%		100	%
Huixin Zhiying (Hangzhou) Technology Co.	PRC October 24, 2022		100	%		100	%
Guangzhou Keqiao Enterprise Management Consulting Co., Ltd	PRC August 22, 2024		100	%		100	%
Xinghe Technology Limited	BVI September 9, 2024		100	%		100	%
Major VIEs (Including VIE’s Subsidiaries)
Zhejiang Jingbo Ecological Technology Co.	PRC December 18, 2019		100	%		100	%
Hangzhou Zhuyi Technology Co.	PRC November 13, 2017		100	%		100	%
Guangzhou Keqiao Technology Co., Ltd	PRC February 18, 2022		100	%		100	%
Hangzhou Tianniu Information Technology Co., Ltd	PRC April 10, 2025		100	%		0	%

2. Variable Interest Entities

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

Zhejiang Jingbo Ecological Technology Co. is a PRC company which was formed on December 18, 2019 and is engaged in the business of smart parking application software and platform operations business. Zhang Guowei has been the Chairman of Zhejiang Jingbo Ecological Technology Co. since December 2019.

Hangzhou Zhuyi Technology Co. (“Hangzhou Zhuyi”) was incorporated under the laws of the PRC on November 13, 2017 with a capital of RMB 60,000,000. The majority shareholder at the time of establishment was Guowei Zhang. On April 1, 2020, Zhejiang Jingbo Ecological Technology became the sole shareholder of Hangzhou Zhuyi. Hangzhou Zhuyi is specialized in smart parking projects, smart parking mobile applications and cloud platform construction innovation.

Zhejiang Linglingyi Network Technology Co. (“Linglingyi”) was incorporated on November 17, 2018. Its sole director is Guowei Zhang. Hangzhou Zhuyi acquired 100% of Linglingyi on April 29. 2022. Its main businesses are smart parking projects and smart parking mobile applications. On October 12, 2024, Linglingyi was deregistered.

Liangshan Tongfu Technology Co. (“Liangshan”) was incorporated on November 13, 2018. On September 29, 2022, Hangzhou Zhuyi entered in a share agreement with Hangzhou Kaai Technology Co. to purchase 26% of Liangshan’s shares. As a result, Hangzhou Zhuyi holds 67% of Liangshan. Liangshan is into smart parking projects and smart parking mobile applications businesses. On August 27, 2024 Liangshan was transferred.

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

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

Yibin Huibo Technology Co. (“Yibin”) was incorporated on July 4, 2019, which is 80% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications. On August 27, 2024 Yibin was transferred.

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

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

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

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

Leshan Zhuyi Qifeng Intelligent Technology Development Co. (“Leshan”) was incorporated on March 14, 2024, which is 65% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

Hangzhou Tianniu Information Technology Co., Ltd (“Tianniu”) was incorporated under the laws of the PRC on April 10, 2025. Its sole director is Leilei Wu. It focues on IT system and information technology services.

Intellengence Parking Group Limited provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, variable interest entities, Jingbo VIE (“VIE 1”) and its subsidiaries (Collectively, the “Group 1”).

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

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

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

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

a. Contractual agreements with VIEs

Power of Attorney/ Shareholder’s Voting Right Proxy Agreement

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

Exclusive (Call) Option Agreements

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

Exclusive Business Corporation Agreement

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

Equity Pledge Agreement

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

Spousal Consent Letter

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

b. Risks in relation to the VIE structure

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

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

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

● impose fines;

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

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

● place restrictions on the right to collect revenues;

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

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

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

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

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

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

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

Group 1

	August 31, 2025			February 28, 2025
	November 30, 2025			February 28, 2025
	$	$		$	$
Cash and cash equivalents		~~172~~117,~~720~~751			96,985
Restricted cash		1245,~~840~~677			9,492
Accounts receivable, net		7736,~~644~~668			122,614
Inventories, net		~~116~~134,~~630~~858			119,006
Prepaid expenses and other current assets		6,~~807~~840,~~141~~541			6,624,750
Amounts due from related parties		~~236~~254,~~104~~307			157,259
Property, plant and equipment, net		54,~~029~~819,~~208~~842			5,020,365
Intangible assets, net		87,~~101~~201			8,911
Right-of-use assets		7176,~~208~~674			77,318
Other non-current assets		2827,~~910~~922			30,663
Total Assets		12,~~560~~361,~~506~~441			12,267,363
Short-term Loan		170,~~402,446~~670			1,373,098
Accounts payables		~~751~~488,~~091~~205			629,535
Advances from customers		3,~~290~~178,~~741~~046			3,595,420
Other current payables		67,~~957~~744,~~518~~121			5,740,940
Taxes payable		7662,~~087~~347			67,723
Amounts due to related parties		23,~~251~~428,~~877~~010			22,793,389
Operating lease liabilities, current		910,~~587~~341			9,177
Operating lease liabilities, non-current		5960,~~563~~420			65,791
Total Liabilities		35,798,910			34,275,073
Long-term bank borrowing		1,342,737			-
Total Shareholders’ Deficit of Group 1		(23,238,404	)		(22,007,710	)
Total Liabilities		36,384,897			34,275,073
Total Liabilities and Shareholders’ Deficit of Group 1		12,560,506			12,267,363
Total Shareholders’ Deficit of Group 1		(24,023,456	)		(22,007,710	)
Total Liabilities and Shareholders’ Deficit of Group 1		12,361,441			12,267,363

	Six Months Ended August 31, 2025			Six Months Ended August 31, 2024
	Nine Months Ended November 30, 2025			Nine Months Ended November 30, 2024
	$	$		$	$
Net revenues		~~843~~1,~~313~~201,424			~~704~~1,~~776~~488,982
Cost of revenues		(~~650~~951,~~813~~547	)		(12,~~209~~051,~~872~~311	)
Gross income/ (loss)		~~192~~249,~~500~~877			(~~505~~562,~~096~~329	)
Total costs and expenses		(~~907~~1,~~536~~434,427	)		(2,~~008~~609,~~096~~175	)
Operating loss		(~~715~~1,~~036~~184,550	)		(23,~~513~~171,~~192~~504	)
Total other expenses		(32160,~~742~~368	)		(2,~~631~~590,~~025~~819	)
Loss before taxes from operations		(~~747~~1,~~778~~344,918	)		(5,~~144~~762,~~217~~323	)
Provision for income taxes		(34,~~564~~059	)		(14810	)
Net loss		(~~751~~1,~~342~~348,977	)		(5,~~144~~763,~~231~~133	)
Net loss attributable to Group 1		(~~739~~1,~~898~~316,816	)		(5,~~097~~742,~~358~~331	)

	Six Months Ended August 31, 2025			Six Months Ended August 31, 2024
	Nine Months Ended November 30, 2025			Nine Months Ended November 30, 2024
	$	$		$	$
Net cash provided by operating activities		189,327			975,306
Net cash provided by/(used in) operating activities		164,163			(766,196	)
Net cash used in investing activities		(~~112~~105,~~802~~003	)		(~~385~~479,~~534~~641	)
Net cash (used in)/provided by financing activities		(~~624~~6,148	)		~~555~~1,~~068~~252,284
Effect of exchange rate changes on cash and cash equivalents		3,~~182~~939			(1215,~~579~~858	)
Net increase in cash and cash equivalents		7956,~~083~~951			1(9,~~132,261~~411	)
Cash and cash equivalents at the beginning of period		106,477			146,837
Cash and cash equivalents at the end of period		~~185~~163,~~560~~428			1137,~~279,098~~426

Group 2

	August 31,		February 28,
	November 30,		February 28,
	2025		2025
Cash and cash equivalents		1,~~654~~512		1,574
Prepaid expenses and other current assets, net		35,~~061~~336		34,328
Amounts due from related parties		22,~~593~~764,~~521~~509		22,121,347
Total Assets		22,~~630~~801,~~236~~357		22,157,249
Other current payables		3233		32
Amounts due to related parties		2,~~889~~912		1,812
Long term payable		2122,~~954~~126,~~897~~499		21,495,468
Total Liabilities		2122,~~957~~129,~~818~~444		21,497,312
Total Shareholders’ Deficit of Group 2		~~672~~671,~~418~~913		659,937
Total Liabilities and Shareholders’ Deficit of Group 2		22,~~630~~801,~~236~~357		22,157,249

	Six Months Ended			Six Months Ended
	Nine Months Ended
	August 31, 2025			August 31, 2024
	November 30, 2025
Net revenues		-			-
Cost of revenues		-			-
Gross income/ (loss)		-			-
Total costs and expenses		(17,~~604~~286	)		~~(11,850~~	)
Operating loss		(17,~~604~~286	)		~~(11,850~~	)
Total other income/(expense)		1			-
Loss before taxes from operations		(17,~~603~~285	)		~~(11,850~~	)
Provision for income taxes		-			-
Net loss		(17,~~603~~285	)		~~(11,850~~	)
Net loss attributable to Group 2		(17,~~603~~285	)		~~(11,850~~	)
Net loss attributable to Group		(7,285	)

	Six Months Ended August 31, 2025			Six Months Ended August 31, 2024
	Nine Months Ended November 30, 2025
Net cash used in operating activities		(17,~~603~~285	)		~~(11,850~~	)
Net cash provided by investing activities		1,649			11,848
Net cash provided by /(used in) investing activities		6,148
Net cash provided by /(used in) financing activities		-			-
Net cash provided by financing activities		1,030
Effect of exchange rate changes on cash and cash equivalents		3445			56
Net increase in cash and cash equivalents		80(62	)		54
Cash and cash equivalents at the beginning of period		1,574			32
Cash and cash equivalents at the end of period		1,~~654~~512			86

3. Summary of Significant Accounting Policies

The Company’s significant accounting policies have not changed from the year ended February 28, 2025.

The accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United Statements of America. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these unaudited condensed interim financial statements. These unaudited condensed interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025, as filed with the SEC on June 12, 2025. Operating results for the ~~six~~nine months ended ~~August~~November 3130, 2025 are not necessarily indicative of the results that may be expected for any subsequent quarter or for the year ending February 28, 2026.

Going Concern

The Company incurred net loss of $12,~~195~~010,~~199~~615 during the ~~six~~nine months ended ~~August~~November 3130, 2025. As of ~~August~~November 3130, 2025, the Company had total ~~deficit~~ deficit of $3637,~~510~~305,~~333~~032 and had working capital deficit of $7,~~796~~074,~~018~~016. The Company incurred net loss of $6,016,408 during the year ended ~~February~~ February 28, 2025. As of February 28, 2025, the Company had total deficit of $35,326,578 and had working capital deficit of $6,584,506.

Management has determined there is substantial doubt about its ability to continue as a going concern. Management will implement strategies and plans to grow the Company’s business and generate substantial revenue, and take further measures to control operating costs. Management is trying to alleviate the going concern risk through the following sources:

●	Equity financing to support its working capital;

●	Other available sources of financing (including debt) from banks and other financial institutions; and

●	Financial support and credit guarantee commitments from the Company’s related parties.

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

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

Foreign currency translation

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

August 31, 2025

February 28, 2025

August 31, 2024

November 30, 2025

February 28, 2025

November 30, 2024

Period/Year end RMB: US$ exchange rate

7.~~1304~~0751

7.2828

7.~~0900~~2423

Annual average RMB: US$ exchange rate

7.~~2155~~1837

7.2123

7.~~0565~~1893

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

Earnings per share

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

4. Account Receivables

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

5. Prepaid Expenses and Other Current Assets

	August 31, 2025			February 28, 2025
	November 30, 2025			February 28, 2025
Prepayment to vendors		1,~~698~~780,~~985~~089			1,885,404
Prepayment for rental		~~111~~112			107
Deposit		2,948,~~330~~426			1,018,681
Rent receivable (a)		-			1,592,794
Loan receivable (b)		1,~~571~~583,~~115~~395			1,531,383
Advances to employees		~~467~~387,~~275~~342			474,517
Other		~~309~~311,~~399~~981			293,719
VAT		9718,838			12,379
Total		67,~~995~~030,~~312~~183			6,808,984
Allowance for doubtful debt		(~~153~~154,~~110~~306	)		(149,906	)
Prepaid expenses and other current assets		6,~~842~~875,~~202~~877			6,659,078

(a)	As of the year end February 28, 2025 the Xiaoshan airport project has been suspended. For ~~six~~nine months ended ~~August~~November 3130, 2025, the rental fee in relation with the project has been refunded and the refund has been received by the Company.
(b)	Loan receivables are loans lent to third parties. All loans are interest free and will be repaid on demand.

6. Property, Plant and Equipment, Net

Schedule of Property and Equipment

	Furniture, fixtures and office equipment			Building (a)			Vehicles		Project Facilities			Construction in progress			Total
Cost
At February 28, 2025		639,933			4,303,981			46,608		2,283,870			923,807			8,198,199
At February 28,2025		639,933			4,303,981			46,608		2,283,870			923,807			8,198,199
Cost at beginning		639,933			4,303,981			46,608		2,283,870			923,807			8,198,199
Additions during the year		3132,~~834~~085			-			-		39,~~235~~003			~~107~~119,~~419~~713			~~178~~190,~~488~~801
Disposals during the year		-(19,427	)		(~~153~~154,~~475~~156	)		-		(1,~~084~~321,~~951~~779	)		(2245,~~516~~923	)		(1,~~260~~541,~~942~~285	)
Effects of currency translation		1418,~~057~~980			90123,~~157~~984			~~996~~1,368		3647,~~327~~361			2028,~~758~~252			~~162~~219,~~295~~945
At August 31, 2025		685,824			4,240,663			47,604		1,274,481			1,029,468			7,278,040
At November 30, 2025		671,571			4,273,809			47,976		1,048,455			1,025,849			7,067,660
Cost at ending		~~685~~671,~~824~~571			4,~~240~~273,~~663~~809			47,~~604~~976		1,~~274~~048,~~481~~455			1,~~029~~025,~~468~~849			7,~~278~~067,~~040~~660
Accumulated depreciation
At February 28, 2025		588,886			906,653			17,125		1,231,928			-			2,744,592
At February 28,2025		588,886			906,653			17,125		1,231,928			-			2,744,592
Accumulated depreciation at beginning		588,886			906,653			17,125		1,231,928			-			2,744,592
Depreciation during the year		711,~~852~~199			99149,~~527~~953			46,~~407~~639		~~136~~188,~~546~~868			-			~~248~~356,~~332~~659
Disposals during the year		-(18,351	)		(18,~~833~~916	)		-		(~~777~~888,~~378~~013	)		-			(~~796~~925,~~211~~280	)
Effects of currency translation		1217,~~680~~178			2028,~~343~~627			~~418~~605		1825,~~678~~437			-			5271,~~119~~847
At August 31, 2025		609,418			1,007,690			21,950		609,774			-			2,248,832
At November 30, 2025		598,912			1,066,317			24,369		558,220			-			2,247,818
Accumulated depreciation at ending		~~609~~598,~~418~~912			1,~~007~~066,~~690~~317			2124,~~950~~369		~~609~~558,~~774~~220			-			2,~~248~~247,~~832~~818
Impairment provision
At February 28, 2025		-			133,399			-		299,843			-			433,242
At February 28,2025		-			133,399			-		299,843			-			433,242
Impairment provision at beginning		-			133,399			-		299,843			-			433,242
Additions during the year		-			-			-		-			-			-
Disposals during the year		-			(~~134~~135,~~643~~240	)		-		(~~302~~303,~~638~~981	)		-			(~~437~~439,~~281~~221	)
Effects of currency translation		-			1,~~244~~841			-		24,~~795~~138			-			45,~~039~~979
At August 31, 2025		-			-			-		-			-			-
At November 30, 2025		-			-			-		-			-			-
Impairment provision at ending		-			-			-		-			-			-
Net book value
At February 28, 2025		51,047			3,263,929			29,483		752,099			923,807			5,020,365
At February 28,2025		51,047			3,263,929			29,483		752,099			923,807			5,020,365
At August 31, 2025		76,406			3,232,973			25,654		664,707			1,029,468			5,029,208
At November 30, 2025		72,659			3,207,492			23,607		490,235			1,025,849			4,819,842
Property and equipment, Net book value		72,659			3,207,492			23,607		490,235			1,025,849			4,819,842

(a)

Address of the building is Floor 1 to 6, No. 1 to 10, Chuangyi Road, Yinhu Village, Shoujiang Town, Fuyang District, China. The Company is involved in a legal proceeding between Hangzhou Zhuyi and a third party. Pursuant to a Notice of Preservation Matters issued on May 22, 2025 by the Intermediate People’s Court of Hangzhou, Zhejiang Province, floor 1 to 4 are restricted for three years.

7. Intangible Assets

Schedule of Intangible Assets

Cost
At February 28, 2025			27,852
Cost at beginning			27,852
Additions during the year			-
Disposals during the year			-
Effects of currency translation			~~595~~817
At August 31, 2025			28,447
At November 30, 2025			28,669
Cost at ending			28,~~447~~669
Accumulated depreciation
At February 28, 2025			18,941
Accumulated depreciation at beginning			18,941
Depreciation during the year			~~989~~1,941
Disposals during the year			-
Effects of currency translation			~~416~~586
At August 31, 2025			20,346
At November 30, 2025			21,468
Accumulated depreciation at ending			2021,~~346~~468
Net book value
At February 28, 2025			8,911
At August 31, 2025			8,101
At November 30, 2025			7,201

The following table presents future amortization as of ~~August~~November 3130, 2025:

Year ended August 31, 2025		Amount
Year ended November 30, 2025	Amount
2026		1,~~977~~493
2027		1,~~977~~493
2028		1,~~977~~493
2029		1,~~977~~493
Thereafter		~~193~~1,229
Total	$	87,~~101~~201

8. Right-of-use Assets

Schedule of Right of Use Assets

	$
Cost
At February 28, 2025		111,238
Additions during the year		-69,020
Write-off during the year		(1783,~~301~~890	)
Effects of currency translation		3,~~402~~038
At August 31, 2025		97,339
At November 30, 2025		99,406
Accumulated depreciation
At February 28, 2025		33,920
Depreciation during th year		7,671
Depreciation during the year		9,559
Write-off during the year		(1721,~~301~~559	)
Effects of currency translation		~~1,841~~812
At August 31, 2025		26,131
At November 30, 2025		22,732
Net book value
At February 28, 2025		77,318
At August 31, 2025		71,208
At November 30, 2025		76,674

Right of use assets consisted of 4 contracts renting offices, and warehouses. Contracted terms ranged from two to fifteen years with the earliest start date being April 1, 2022.

9. ~~Short-term borrowings~~ Borrowings

On September 18, 2024, the Company’s subsidiary, Hangzhou Zhuyi, entered into a loan agreement of $1,402,446 (~~RMB10~~RMB 10,000,000) with Zhejiang Chouzhou Commercial ~~Bank~~Banker with an annual interest rate of 4.505%. ~~and~~The ~~maturity~~loan ~~date~~agreement ofexpired on September 17, 2025. The Company pays interest monthly, and the principal balance at maturity. The borrowing is secured by Floor 1 to 6, No. 1 to 10, Chuangyi Road, Yinhu Village, Shoujiang Town, Fuyang District, China and guaranteed by Jianqiang Liu, the vice president.

On September 12, 2025, through mediation by the Hangzhou Banking and Insurance Industry People’s Mediation Committees, Hangzhou Zhuyi a new agreement with Zhejiang Chouzhou Commercial Bank. Under the new agreement, Hangzhou Zhuyi will pay default interest at an annual rate of 4.5% on the outstanding balance from September 12, 2025 until the loan is fully repaid. The first principal repayment of $70,670 (RMB500,000) will be paid on or before September 16, 2026. The second principal repayment of the same amount will be made on or before September 16, 2027. Between September, 2025 and December, 2027, Hangzhou Zhuyi will pay interest monthly at an annual rate of 4.5% on the outstanding balance before the 20^th of each month. The remaining outstanding balance of 1,272,067 (RMB9,000,000) and the interest for the period between December 21, 2027 and January 10, 2028 will be repaid by January 10, 2028.

If the company fails to comply with any of these terms, the loan shall be deemed immediately due and payable. Default interest shall accrue from the date of default at an annual rate of 6.75%. The banker shall apply to the court for compulsory enforcement with respect to the loan principal of $1,413,407 (RMB10,000,000), together with any unpaid default interest accrued from September 12, 2025 until the date of full repayment.

The above borrowing is secured by Hangzhou Zhuyi Technology Co., Ltd, and fixed asset of Floor 1 to 6, No. 1 to 10, Chuangyi Road, Yinhu Village, Shoujiang Town, Fuyang District, China, it was with the highest secured amount of $ 36,381,111 (RMB257,400,000). Jianqiang Liu is personally liable for the loan.

10. Other payables and Accruals

Schedule of Other Payable and Accruals

	August 31, 2025		February 28, 2025
	November 30, 2025		February 28, 2025
	$	$	$	$
Accrued payroll and welfare payables		~~221~~196,~~697~~901		251,172
Deposit		89,~~962~~032		8,774
Loans payable		23,~~717~~592,~~878~~301		1,369,933
Refund (a)		3,~~926~~957,~~848~~541		3,844,675
Other (b)		~~263~~323,~~201~~503		274,724
Total		78,~~138~~079,~~586~~278		5,749,278

(a)

During the years ended February 29, 2024 and February 28, 2023, the Company entered into fourteen contracts with fourteen agents allowing them to use the Company’s software application to parking lots in the cities that are specified in the contracts for collecting fee. These contracts were terminated by the end of February 29, 2024 by mutual agreements.

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

11. Related Party Transactions

The following is a list of related parties which the Company had transactions with during the ~~six~~nine months ended ~~August~~November 3130, 2025 and the ~~year~~ year ended February 28, 2025:

	Name	Relationship

(a)	Strength Union Holdings Limited	Shareholder
(b)	Virtue Victory Holdings Limited	Shareholder
(c)	Intellegence Triumph Holdings Limited	Shareholder
(d)	Guowei Zhang	President of the Company
(e)	Sichuan Zhicheng Qifeng Technology Co., Ltd	Minority shareholder
(f)	Xiujuan Chen	Shareholder
(g)	Hongwei Li	Former Shareholder
(h)	Chuchu Zhang	Former Shareholder

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

At ~~August~~November 3130, 2025 and February 28, 2025, the Company owned funds from the following related parties:

Schedule of Related Party Transactions

	February 28, 2025		Provided		Received Repayment		Reclass			Exchange Rate Translation		~~August~~November 3130, 2025
Intellegence Triumph Holdings Limited	$	5,000	$	-	$	-	$	-		$	-	$	5,000
Virtue Victory Holdings Limited		5,200		-		-		-			-		5,200
Strength Union Holdings Limited		5,800		-		-		-			-		5,800
Hongwei Li		1,240		-		-		(1,240	)		-		-
Sichuan Zhicheng Qifeng Technology Co., Ltd		52,864		-16,275		-		-			1,~~130~~802		5370,~~994~~941
Total amounts due from related parties	$	70,104	$	-16,275	$	-	$	(1,240	)	$	1,~~130~~802	$	6986,~~994~~941

At ~~August~~November 3130, 2025 and February 28, 2025, the Company owed funds to the following related parties:

	February 28, 2025		Borrowed		Repaid		Reclass			Exchange Rate Translation		~~August~~November 3130, 2025
Guowei Zhang	$	2,046,179	$	~~173~~255,~~433~~676	$	-	$	-		$	1013,~~166~~962	$	2,~~229~~315,~~778~~817
Xiujuan Chen		172,193	$	12,~~026~~060		-		-			35,~~692~~087		~~176~~179,~~911~~340
Chuchu Zhang		27,462		-		-		(27,462	)		-		-
Total amounts due to related parties	$	2,245,834	$	~~174~~257,~~459~~736	$	-	$	(27,462	)	$	1319,~~858~~049	$	2,~~406~~495,~~689~~157

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

12. Income Taxes

PRC

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

The full realization of the tax benefit associated with the carry forward losses depends predominantly upon the Company’s ability to generate taxable income during the carry forward period.

Income tax expense (benefits)

	August 31, 2025			August 31, 2024
	November 30, 2025			November 30, 2024
	$			$
Loss before tax		(12,~~191~~006,~~633~~554	)		(56,~~477~~203,~~500~~136	)
Tax credit calculated at statutory tax rate		(~~297~~501,~~908~~639	)		(1,~~369~~550,~~375~~784	)
Effect of different tax rates		1726,~~693~~135			1116,~~772~~102
Deferred tax asset not recognized during the year		~~283~~479,~~781~~565			1,~~357~~535,~~617~~492
Income tax expense		34,~~566~~061			14810

As of ~~August~~November 3130, 2025 and February 28, 2025, the significant components of the deferred tax assets and deferred tax liabilities are summarized below:

	August 31, 2025			February 28, 2025
	November 30, 2025			February 28, 2025
	$			$
Deferred tax assets:
Net operating loss carrying forward		3,~~899~~896,~~778~~072			3,954,265
Allowance on doubtful accounts		~~121~~98,~~372~~704			194,117
Deferred tax assets, gross		43,~~021~~994,~~150~~776			4,148,382
Less: valuation allowance		(43,~~021~~994,~~150~~776	)		(4,148,382	)
Deferred tax assets, net		-			-

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

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

13. Leases

Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the ~~obligation~~ obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company entered into 4 agreements for renting offices, and warehouses. As of ~~August~~November 3130, 2025, the Company has $7176,~~208~~ 674 of right-of-use assets, $910,~~587~~ 341 in current operating lease liabilities and $5960,~~563~~ 420 in non-current operating lease liabilities.

Significant assumptions and judgments made as part of the adoption of this new lease standard include determining (i) whether a contract contains a lease, (ii) whether a contract involves an identified asset, and (iii) which party to the contract directs the use of the asset. The discount rates used to calculate the present value of lease payments were determined based on hypothetical borrowing rates available to the Company over terms similar to the lease terms.

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

	As of August 31, 2025			As of February 28, 2025
	As of November 30, 2025			As of February 28, 2025
	$	$		$	$
Within 1 year		12,~~225~~993			11,969
After 1 year but within 5 years		2925,~~054~~304			31,685
over 5 years		4450,~~878~~608			49,430
Total lease payments		8688,~~157~~905			93,084
Less: imputed interest		(1718,~~007~~144	)		(18,116	)
Total lease obligations		6970,~~150~~761			74,968
Less: current obligations		(910,~~587~~341	)		(9,177	)
Long-term lease obligations		5960,~~563~~420			65,791

14. ~~Commitments~~Long ~~and~~term ~~contingencies~~payable

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

15. Long term payable

Schedule of Long Term Payable

	August 31, 2025		February 28, 2025
	November 30, 2025		February 28, 2025
	$		$
Long term payable		2122,~~954~~126,~~897~~499		21,495,468
Total		2122,~~954~~126,~~897~~499		21,495,468

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1615. Non-controlling interests (NCI)

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

The following table represent the non-controlling ownership interests and non-controlling interest balances reported in stockholder’s equity as of ~~August~~November 3130, 2025 and February 28, 2025 respectively.

		083125		022825			083125		022825			083125		022825			083125		022825
		113025		022825			113025		022825			113025		022825			113025		022825
	Xide					Taining					Leshan					Total
		083125		022825			083125		022825			083125		022825			083125		022825
		113025		022825			113025		022825			113025		022825			113025		022825
NCI ownership interest		33	%	33	%		28	%	28	%		35	%	35	%
NCI balances		(~~120~~131,~~252~~228	)	(112,686	)		(~~115~~118,~~145~~883	)	(105,396	)		5442,~~113~~081		43,871			(~~181~~208,~~284~~030	)	(174,211	)

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

Summarized statement of financial position as at

		083125		022825			083125		022825			083125		022825			083125		022825
		113025		022825			113025		022825			113025		022825			113025		022825
	Xide					Taining					Leshan					Total
		083125		022825			083125		022825			083125		022825			083125		022825
		113025		022825			113025		022825			113025		022825			113025		022825
Non-current assets		2317,~~842~~048		26,870			5243,~~310~~214		69,421			~~437~~399,~~864~~403		469,230			~~514~~459,~~016~~665		565,521
Current assets		68,~~769~~241		9,538			5331,~~858~~025		29,544			~~154~~116,~~607~~787		113,919			~~215~~156,~~234~~053		153,001
Current liabilities		(~~361~~388,~~028~~967	)	(343,901	)		(~~174~~156,~~985~~407	)	(132,970	)		(~~306~~256,~~213~~956	)	(322,844	)		(~~842~~802,~~226~~330	)	(799,715	)
Non-current liabilities		-		-			-		-			(5360,~~067~~420	)	(56,373	)		(5360,~~067~~420	)	(56,373	)
Net assets		(~~330~~363,~~417~~678	)	(307,493	)		(6882,~~817~~168	)	(34,005	)		~~233~~198,~~191~~814		203,932			(~~166~~247,~~043~~032	)	(137,566	)

		083125		022825			083125		022825			083125		022825			083125		022825
		113025		022825			113025		022825			113025		022825			113025		022825
	Xide					Taining					Leshan					Total
		083125		022825			083125		022825			083125		022825			083125		022825
		113025		022825			113025		022825			113025		022825			113025		022825
Net Assets		(~~330~~363,~~417~~678	)	(307,493	)		(6882,~~817~~168	)	(34,005	)		~~233~~198,~~191~~814		203,932			(~~166~~247,~~043~~032	)	(137,566	)
Less: Zhuyi capital and additional paid-in capital		-		-			(298,228	)	(298,228	)		(84,753	)	(84,753	)		(382,981	)	(382,981	)
Less: OCI		(267,~~611~~597	)	(17,338	)		(2221,~~482~~904	)	(23,613	)		(12,~~566~~731	)	3,087			(5032,~~659~~232	)	(37,864	)
Accumulated Deficits		(~~357~~371,~~028~~275	)	(324,831	)		(~~389~~402,~~527~~300	)	(355,846	)		~~146~~111,~~872~~330		122,266			(~~599~~662,~~683~~245	)	(558,411	)
Accumulated Deficits attributable to NCI		(~~117~~122,~~820~~521	)	(107,194	)		(~~109~~112,~~068~~644	)	(99,636	)		5138,~~405~~965		42,791			(~~175~~196,~~483~~200	)	(164,039	)
Plus: OCI attributable to NCI		(28,~~432~~707	)	(5,492	)		(6,~~077~~239	)	(5,760	)		23,~~708~~116		1,080			(511,~~801~~830	)	(10,172	)
NCI balances		(~~120~~131,~~252~~228	)	(112,686	)		(~~115~~118,~~145~~883	)	(105,396	)		5442,~~113~~081		43,871			(~~181~~208,~~284~~030	)	(174,211	)

1716. Reserves

Statutory reserve

Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the ~~six~~nine months ended ~~August~~November 3130, 2025 and the year ended ~~February~~ February 28, 2025, the Company did not accrue any statutory reserve.

Foreign currency translation reserve

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

1817.~~Segment~~ Segment Reporting

ASC 280, Disclosures about Segments, of an Enterprise and Related Information, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise engaging in business activities from which they may earn revenues and incur expenses, and about which separate financial information is available that is evaluated regularly by the chief operating decision-marker, or decision-making group (the “CODM”), in deciding how to allocate resources and in assessing performance. Reportable segments are defined as an operating segment that either (a) exceeds 10% of revenues, or (b) reported profit or loss in absolute amount exceeds 10% of profit of all operating segments that did not report a loss or (c) exceeds 10% of the combined assets of all operating segments.

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

The following table set forth the operating segment reporting:

Schedule of Operating Segment

Nine Months Ended
November 30, 2025
	Parking fee			Winery sales			Others			Consolidated
Six Months Ended
Revenues		1,029,502			70,001			101,921			1,201,424
August 31, 2025
Segment gross profit		170,395			8,129			71,353			249,877
	Parking fee			Winery sales			Others			Consolidated
Segment gross margin		16.55	%		11.61	%		70.01	%		20.80	%
Revenues		729,021			47,584			66,708			843,313
Selling expenses		175,953			-			-			175,953
Segment gross profit		128,924			1,487			62,089			192,500
General and administrative expenses		1,915,317			7,675			11,174			1,934,166
Segment gross margin		17.68	%		3.13	%		93.08	%		22.83	%
R&D expenses		210,683			-			-			210,683
Selling expenses		55,091									55,091
Bad debt provision		(224,671	)		-			-			(224,671	)
General and administrative expenses		1,231,369			3,894			5,459			1,240,722
Interest expense, net		47,456			-			-			47,456
R&D expenses		124,941			-			-			124,941
Other income/expenses, net		112,844			-			-			112,844
Bad debt provision		(69,295	)		-			-			(69,295	)
Income tax expense		4,061			-			-			4,061
Interest expense, net		31,176			-			-			31,176
Net income / (loss)		(2,071,248	)		454			60,179			(2,010,615	)
Other income/expenses, net		1,498			-			-			1,498
Income tax expense		3,566			-			-			3,566
Net income / (loss)		(1,249,422	)		(2,407	)		56,630			(1,195,199	)

	Parking fee			~~Others~~Winery sales			~~Consolidated~~Others			Consolidated
Six Months Ended
Nine Months Ended November 30, 2024
August 31, 2024
	Parking fee			Winery sales			Others			Consolidated
	Parking fee			Others			Consolidated
Revenues		1,202,675			270,875			15,432			1,488,982
Revenues		703,145			1,631			704,776
Segment gross profit		(602,715	)		24,954			15,432			(562,329	)
Segment gross profit		(505,829	)		733			(505,096	)
Segment gross margin		(50.11	)%		9.21	%		100	%		(37.77	)%
Segment gross margin		(71.94	)%		44.94	%		(71.67	)%
Selling expenses		302,247			197			125,495			427,939
Selling expenses		417,947			-			417,947
General and administrative expenses		2,173,247			162,178			9,239			2,344,664
General and administrative expenses		1,756,448			-			1,756,448
R&D expenses		277,385			-			-			277,385
R&D expenses		166,984			-			166,984
Interest expense, net		71,540			3,733			213			75,486
Interest expense, net		61,140			-			61,140
Other income/expenses, net		2,515,333			-			-			2,515,333
Other income/expenses, net		2,569,885			-			2,569,885
Income tax expense		810			-			-			810
Income tax expense		14			-			14
Net income/(loss)		(5,943,277	)		(141,154	)		(119,515	)		(6,203,946	)
Net income/(loss)		(5,478,247	)		733			(5,477,514	)

As of November 30, 2025
	Parking fee		Winery sales		Others		Consolidated
As of August 31, 2025
Total assets		10,639,217		1,153,506		448,944		12,241,667
	Parking fee		Winery sales		Others		Consolidated
Total assets		10,849,298		1,113,329		479,009		12,441,636

Parking fee

Winery sales

Others

Consolidated

As of February 28, 2025

Parking fee

Winery sales

Others

Consolidated

Total assets

10,364,121

1,354,383

504,312

12,222,816

1918. Quantitative and Qualitative Disclosure about Market Risks

A. Credit risk The Company’s deposits are with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss if the banks become insolvent. Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC. The credit risk with respect to account receivables is mitigated by credit control policies we carry out with respect to our customers and our ongoing monitoring process of outstanding balances. B. Economic and political risks The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. C. Interest risk The Company is subject to interest rate risk when long term loans become due and require refinancing. D. Sensitivity analysis The long-term loans are free of interest for the first 48 months however if interest were to charge at an annual rate of 3%, interest expense would be $~~658~~663,~~647~~794 per year. The Company adopts 3% as an annual interest rate based on the China LPR announced on May 20, 2025 for one-year loans. If interest rate increases or decreases by 10%, it could lead to an increase or decrease in interest expense of $6566,~~856~~379 per year.

2019. Subsequent Events

The ~~short-term~~Company ~~loan,~~has ~~secured~~performed byan ~~Floor~~evaluation 1of tosubsequent 6,events ~~No.~~through 1January to12, 102026, ~~Chuangyi~~which ~~Road,~~was ~~Yinhu~~the ~~Village,~~date ~~Shoujiang~~of ~~Town,~~the ~~Fuyang~~issuance ~~District,~~of ~~China,~~the ~~between~~consolidated ~~Hangzhou~~financial ~~Zhuyi~~statements, and ~~Zhejiang~~determined ~~Chouzhou~~that ~~Commercial~~no ~~Bank~~events ~~expired~~would onhave ~~September~~required ~~12,~~adjustment ~~2025.~~or ~~The~~disclosure ~~Company~~in ~~successfully extended~~ the ~~contract~~consolidated ~~until~~financial statements ~~January~~other ~~10,~~than ~~2028,~~that ~~guaranteed~~discussed ~~by Jianqiang Liu, the vice president~~above.

On September 18, 2025, the Intermediate People’s Court of Hangzhou, Zhejiang Province, held the appeal hearing of the claim against Hangzhou Zhuyi for a contract dispute mentioned under Note 14 and upheld the original judgment, which is final ruling of this case.

The Company has performed an evaluation of subsequent events through September 30, 2025, which was the date of the issuance of the consolidated financial statements, and determined that no events would have required adjustment or disclosure in the consolidated financial statements other than that discussed above.

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

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

Special Note Regarding Forward Looking Statements

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

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

Overview

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

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

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

On June 26, 2018 New Reap Global transferred 3,000,000 restricted shares to FORTRESS ADVISORS, LLC and 3,000,000 to Baywall Inc.

The Purchase Agreements were fully executed and delivered on June 8, 2022. Zhang Yiping and Chen Xinxin acquired approximately 24.54% and 6.46% of the issued and outstanding shares of the Company, respectively, and the remaining purchasers each acquired less than 4.99% of the issued and outstanding shares.

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

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

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

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

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

Huixin WFOE was incorporated on October 24, 2022 under the laws of PRC. It is a wholly owned subsidiary of Intellegence HK since incorporation and it is an investment holding company.

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

Hangzhou Zhuyi was incorporated under the laws of the PRC on November 13, 2017 with a capital of RMB 60,000,000. The majority shareholder at the time of establishment was Guowei Zhang. On April 1, 2020, Zhejiang Jingbo Ecological Technology became the sole shareholder of Hangzhou Zhuyi. Hangzhou Zhuyi is specialized in smart parking projects, smart parking mobile applications and cloud platform construction innovation.

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

Tongpo was incorporated on November 4, 2020, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

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

Huji was incorporated on August 14, 2023, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

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

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

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

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

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

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

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

On September 3, 2024, the board of directors (the “Board”) of the Company approved and adopted the Amended and Restated Bylaws (the “Amended Bylaws”) which became effectively immediately. The Amended Bylaws (i) revised the principal business location of the Company and (ii) lowered the minimum votes required for actions taken by written consent of stockholders to the majority of the issued and outstanding shares of the Company.

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

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

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

Tianniu was incorporated under the laws of the PRC on April 10, 2025. Its sole director is Leilei Wu. It mainly focuses on IT system and information technology services.

Corporate Structure

For the Three Months Ended ~~August~~November 3130, 2025 Compared to the Three Months Ended ~~August~~November 3130, 2024

Revenue from parking fee

The Company generated $~~372~~300,~~771~~481 in revenue from parking fee during the three months ended ~~August~~November 3130, 2025 compared to $~~396~~499,~~242~~530 during ~~the~~ the three months ended ~~August~~November 3130, 2024. Revenue mainly comprised of parking fee. The decrease in revenue from parking fees was mainly ~~contributed~~ contributed by the termination of Xiaoshan Airport project.

Cost of Revenues for parking fee

During the three months ended ~~August~~November 3130, 2025, the Company incurred $~~324~~ 259,~~856~~010 in cost of revenues compared to $~~697~~ 596,~~567~~416 for the three months ended ~~August~~ 31November 30, 2024. Cost of revenue mainly consisted of depreciation, salary and professional fee. The decrease in cost of revenues was contributed by the decrease in salary and rental expenses.

Gross income /loss

Gross income was $6457,~~847~~377 for the three months ended ~~August~~November 3130, 2025 compared to gross loss of $~~301~~57,~~325~~233 for the three months ended ~~August 31,~~November 30, 2024. The increase was mainly contributed by the decrease in salary and rental expenses.

Selling and marketing expenses

During the three months ended ~~August~~November 3130, 2025, we incurred selling and marketing expenses of $32120,~~135~~862 compared to $~~320~~9,~~770~~992 for the three months ended ~~August~~November 3130, 2024. Selling and marketing expenses ~~for the three months ended August 31, 2025 and 2024~~ mainly included salary expenses, traveling expenses, hospitality expenses and professional fees. The ~~decrease~~increase in selling and marketing expenses was primarily due to a ~~decrease~~ increase in salary and professional fees.

General and Administrative Expenses

During the three months ended ~~August~~November 3130, 2025, we incurred general and administrative expenses of $~~743~~693,~~648~~444 compared to $~~964~~588,~~204~~216 incurred during the three months ended ~~August~~November 3130, 2024. General and administrative expenses ~~incurred during the three months ended August 31, 2025~~ mainly consisted of salary expense and professional fees. The ~~decrease~~increase in general and administrative expenses was mainly due to the ~~decrease~~ increase in office fees and hospitality expenses.

Research and development expenses

During the three months ended ~~August~~November 3130, 2025, we incurred research and development expenses of $6085,~~605~~742 compared to $85110,~~511~~401 for the three ~~months~~ months ended ~~August~~November 3130, 2024. R&D expenses mainly included salary expenses and depreciation expenses. The decrease in R&D expenses ~~was~~ was contributed by a decrease in these main expenses.

Net loss

As the result of foregoing, the net loss for the three months ended ~~August~~November 3130, 2025 and 2024 was $~~786~~815,~~328~~416 and $4726,~~272,890~~432 respectively. The ~~substantial~~ ~~decrease~~increase in net loss was mainly due to the ~~loss~~increase onin ~~disposal~~selling ofand ~~subsidiaries~~general ~~during~~and ~~the~~administrative ~~six months ended August 31, 2024~~expenses..

For the ~~Six~~Nine Months Ended ~~August~~November 3130, 2025 Compared to the ~~Six~~Nine Months Ended ~~August~~November 3130, 2024

Revenue from parking fee

The Company generated $~~729~~1,~~021~~029,502 in revenue from parking fee during the ~~six~~nine months ended ~~August~~November 3130, 2025 compared to $~~704~~1,~~776~~ 202,675 during the ~~six~~ nine months ended ~~August~~November 3130, 2024. Revenue mainly comprised of parking fee. The ~~increase~~decrease in revenue from parking fees was mainly contributed by ~~the~~termination ~~increase~~of ~~revenue~~the ~~from~~Xiaoshan ~~Leshan~~airport project.

Revenue from winery sales

The Company generated $4770,~~584~~001 in revenues from winery sales during the ~~six~~nine months ended ~~August~~November 3130, 2025 compared to ~~nil~~ $270,875 during the ~~six~~nine months ended ~~August~~November 3130, 2024. ~~This~~The ~~was~~decrease ain ~~new~~revenue ~~income~~from ~~stream.~~winery ~~The~~sales ~~Company~~was ~~started~~mainly due to ~~sell~~the ~~wine~~demand in ~~November~~winery market ~~2024 while the Company~~ has ~~ceased~~ ~~this business in May 2025~~declined,.

Cost of revenues for parking fee

During the ~~six~~nine months ended ~~August~~November 3130, 2025, the Company incurred $~~600~~ 859,~~097~~107 in cost of revenues compared to $1,~~209~~805,~~872~~390 for the ~~six~~ nine months ended ~~August~~ 31November 30, 2024. Cost of revenue mainly consisted of depreciation, salary and professional fee. The decrease in cost of revenues was contributed by the decrease in salary and rental expenses.

Cost of revenue for winery sales

During the ~~six~~nine months ended ~~August~~November 3130, 2025, the Company incurred $4661,~~097~~872 in cost of revenues compared to ~~nil~~$245,921 for the ~~six~~nine months ended ~~August~~ 31November 30, 2024. Cost of revenue mainly consisted of inventory purchasing cost. The decrease in cost of revenue was contributed by the purchasing needs.

Gross income / loss

Gross income was $~~192~~249,~~500~~877 for the ~~six~~nine months ended ~~August~~November 3130, 2025 compared to gross loss of $~~505~~562,~~096~~329 for the ~~six~~nine months ended ~~August 31~~November 30, 2024. The ~~increase~~decrease was mainly contributed by the decrease in salary and rental expenses.

Selling and marketing expenses

During the ~~six~~nine months ended ~~August~~November 3130, 2025, we incurred selling and marketing expenses of $55175,~~091~~953 compared to $~~417~~427,~~947~~939 for the ~~six~~nine months ~~ended~~ ~~August~~ended 31November 30, 2024. Selling and marketing expenses ~~for the six months ended August 31, 2025 and 2024~~ mainly included salary expenses, ~~traveling~~ traveling expenses, hospitality expenses and professional fees. The decrease in selling and marketing expenses was primarily due to a ~~decrease~~ decrease in ~~salary~~travel reimbursement and ~~professional~~business ~~fees~~expenses.

General and Administrative Expenses

During the ~~six~~nine months ended ~~August~~November 3130, 2025, we incurred general and administrative expenses of $1,~~240~~934,~~722~~166 compared to $12,~~756~~344,~~448~~664 incurred ~~during~~ during the ~~six~~nine months ended ~~August~~November 3130, 2024. General and administrative expenses ~~incurred during the six months ended August 31, 2025~~ mainly consisted of salary expense and professional fees. The decrease in general and administrative expenses was mainly due to the decrease in business ~~salary~~ expense, ~~office~~travel ~~fees~~reimbursement, hospitality expenses, assets and ~~hospitality~~transportation expenses.

Research and development expenses

During the ~~six~~nine months ended ~~August~~November 3130, 2025, we incurred research and development expenses of $~~124~~210,~~941~~683 compared to $~~166~~277,~~984~~385 for the ~~six months~~nine months ended ~~August~~November 3130, 2024. R&D expenses mainly included salary expenses and depreciation expenses. The decrease in R&D expenses ~~was~~ was contributed by a decrease in these main expenses.

Net loss

As the result of foregoing, the net loss for the ~~six~~nine months ended ~~August~~November 3130, 2025 and 2024 was $12,~~195~~010,~~199~~615 and $56,~~477~~203,~~514~~946 respectively. ~~The~~ ~~substantial~~ The decrease in net loss was mainly due to the loss on disposal of subsidiaries during the ~~six~~nine months ended ~~August~~November 3130, 2024.

Liquidity and Capital Resources

As of ~~August~~November 3130, 2025, the Company had total assets of $12,~~441~~241,~~636~~667 comprising current assets of $7,~~304~~310,~~209~~028 and non-current assets of $54,~~137~~931,~~427~~639 compared to total assets of $12,222,816 consisting of current assets of $7,085,559 and non-current assets of $5,137,257 as of February 28, 2025. The Company’s total liabilities as of ~~August~~November 3130, 2025 were $37,~~114~~913,~~687~~700 , which was comprised of current liabilities of of $1514,~~100~~384,~~227~~044 and non-current liabilities of $2223,~~014~~529,~~460~~656. This compares with total liabilities of $35,231,324 as of February 28, 2025, which was comprised of current liabilities of $13,670,065 and non-current liabilities of $21,561,259.

The following is a summary of the Company’s cash flows provided by/(used in) operating, investing, and financing activities for the ~~six~~nine months ended ~~August~~November 3130, 2025 and 2024.

	Six Months Ended August 31, 2025			Six Months Ended August 31, 2024
	Nine Months Ended November 30, 2025			Nine Months Ended November 30, 2024
Net cash (used in)/ provided by operating activities		(56,945	)		642,133
Net cash used in operating activities		(96,099	)		(1,207,051	)
Net cash used in investing activities		(36105,~~958~~003	)		(~~322~~407,~~371~~803	)
Net cash provided by financing activities		~~174~~257,~~459~~736			~~831~~1,~~068~~631,884
Effect of exchange rate changes on cash and cash equivalents		24,~~426~~293			(1316,~~179~~907	)
Net increase in cash and cash equivalents		8260,~~982~~927			~~1,137,651~~123
Cash and cash equivalents at the beginning of period		114,757			148,505
Cash and cash equivalents at the end of period		~~197~~175,~~739~~684			1148,~~286,156~~628

Cash Flows from Operating Activities

For the ~~six~~nine months ended ~~August~~November 3130, 2025, net cash used in operating activities was $5696,~~945~~099, mainly comprised of a net loss of $12,~~195~~010,~~199~~615, an increase in prepaid expenses and other current assets of $9615,~~792~~096, an increase in inventories of $3061,~~266~~214, the bad debt expense reversal of $69224,~~295~~671, and offset by depreciation and amortization expenses of $~~251~~362,~~701~~187, anamortization ~~increase~~of inright ~~account~~of ~~payables~~use ~~and other~~assets ~~current liabilities~~ of $~~955~~7,~~492~~072, ~~and a~~ an decrease in account receivables of $~~116~~312,~~324. For the six months ended August 31~~864, ~~2024, net~~and ~~cash provided by operating activities was $642,133, mainly comprised of~~ a ~~net~~increase in ~~loss~~accounts ofpayables ~~$5,477,514~~ and ~~offset by loss on disposal of subsidiaries of $2,125,703 and a decrease in~~ other ~~non-~~current ~~assets~~liabilities of $~~857~~1,~~425~~405,525.

For the nine months ended November 30, 2024, net cash used in operating activities was $1,207,051, mainly comprised of a net loss of $6,203,946, a decrease in prepaid expenses and other current assets of $2,536,115 and offset by loss on disposal of subsidiaries of $2,086,434 and a decrease in accounts payables and other current liabilities of $3,554,712.

Cash Flows from Investing Activities

Net cash used in investing activities was $36105,~~958~~003 for the ~~six~~nine months ended ~~August~~November 3130, 2025, mainly comprising a purchase of property, ~~plant~~ plant and equipment of $3789,~~374. Net cash used in investing activities was $322~~414,~~371~~ ~~for the six months ended August 31, 2024, mainly comprising a purchase of property~~ and ~~equipment of $418,429 and offset by~~ interest-free loan ~~repaid~~lent byto related parties of $9816,~~184~~275.

Net cash used in investing activities was $407,803 for the nine months ended November 30, 2024, mainly comprising a purchase of property and equipment of $484,198, a purchase of other non-current assets of $21,695, and offset by interest-free loan repaid by related parties of $96,004.

Cash Flows from Financing Activities

For the ~~six~~nine months ended ~~August~~November 3130, 2025, net cash provided by financing activities was $~~174~~257,~~459~~736 compared $~~831~~1,~~068~~631,884 for the ~~six~~nine months ~~ended~~ ~~August~~ended 31November 30, 2024, both of which mainly came from proceeds from interest-free loan from related parties.

Going Concern Consideration

In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to (1) the net loss of $12,~~195~~010,~~199~~615 during the ~~six~~nine months ended ~~August~~November 3130, 2025; (2) total deficit of $3637,~~510~~305,~~333~~032 as of ~~August~~ 31November 30, 2025; and (3) the working capital deficit of $7,~~796~~074,~~018~~016 as of ~~August~~November 3130, 2025.

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

Off-Balance Sheet Arrangements

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

Contractual Obligations

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

Critical Accounting Policies and Estimates

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

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

Foreign Currency Exchange Rates

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

As disclosed in our Annual Report on Form 10-K for the year ended February 28, 2025, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of ~~August~~November 3130, 2025, due to: ( 1) lack of a functioning audit committee and lack of a majority of outside directors on ~~the~~ the Company’s board of director; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. Management believes the above weakness constitute material weaknesses in our internal control over financial reporting. Until such time, if ever, that we remediate the material weakness in our internal control over financial reporting we expect that the material weaknesses in our disclosure controls and procedures will continue.

Changes in Internal Control Over Financial Reporting

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

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

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

SIGNATURES

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

	Jingbo Technology, Inc.
	(Registrant)
Date: September 30, 2025	By:	/s/ Zhang Guowei
Date: January 12, 2026	By:	/s/ Ben LIU
		Zhang Guowei
		Ben LIU
		President, Chief Executive Officer, Chief Financial Officer and Secretary and Director
		Chief Executive Officer

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