CXJ GROUP CO., Ltd 10-Q for FY2026 Q3
CXJ GROUP CO., Ltd (ECXJ)
About this 10-Q
CXJ GROUP CO., Ltd filed this 10-Q on April 10, 2026, covering the quarter ended February 28, 2026 (FY2026 Q3).
Headline figures
Quarter ended February 28, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $145.27K
- up 125.1% from $64.54K a year earlier
- Net loss
- $99.21K
- compared with a net loss of $64.64K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarter ended
For the transition period from ____________to ____________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or jurisdiction of Classification Code Number) |
(I.R.S. Employer incorporation or organization) |
Zhejiang
Province,
(Address of principal executive offices, including zip code)
(Registrant’s phone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ NO ☐
Indicate by check mark whether the registrant 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 (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at April 8, 2026 | |
| Common Stock, $ par value |
CXJ GROUP CO LIMITED.
TABLE OF CONTENTS
| 2 |
SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
USE OF CERTAIN DEFINED TERMS
Unless the context otherwise requires and for the purpose of this report only, reference to:
| ● | “China” and “the PRC” are to the People’s Republic of China. |
| ● | “Company”, “ECXJ”, “we”, “us” and “our” are to CXJ Group Co., Limited, a Nevada corporation. |
| ● | “BVI CXJ” are to CXJ Investment Group Company Ltd. a British Virgin Islands company and wholly owned subsidiary of CXJ Group Co., Limited (“ECXJ”), and a holding company. |
| ● | “HK CXJ” are to CXJ (HK) Technology Group Company Ltd., a Hong Kong company and wholly owned subsidiary of CXJ Investment Group Company Ltd (“BVI CXJ”), and a holding company. |
| ● | “WFOE” are to CXJ (Shenzhen) Technology Co., Ltd or “SZ CXJ”, a PRC company and wholly owned subsidiary of CXJ (HK) Technology Group Company Ltd (“HK CXJ”), and a holding company. |
| ● | “Consolidated VIE” are to CXJ Technology (Hangzhou) Co., Ltd or “HZ CXJ” and its subsidiaries, a PRC company and a variable interest entity. |
| ● | “Longkou CXJ” are to Longkou Xianganfu Trading Co., Ltd, a PRC company and wholly owned subsidiary of CXJ (Shenzhen) Technology Co., Ltd (“SZ CXJ”). |
| ● | “Qingdao CX” are to Qingdao Hong Run Kuo Ye Network Technology Co., Ltd, a PRC company and wholly owned subsidiary of CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”), which is not conducted any operations. |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended. |
| ● | “SEC” are to the U.S. Securities and Exchange Commission. |
| ● | “US dollars”, “dollars” and “$” are to the legal currency of the United States. |
| ● | “Renminbi” and “RMB” are to the legal currency of China. |
| ● | “SAFE” are to the State Administration of Foreign Exchange of the People’s Republic of China. |
| ● | “VIE Agreements” are to the agreement entered into by and between CXJ (Shenzhen) Technology Co., Limited (“SZ CXJ”) and CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”) to qualify HZ CXJ as a variable interest entity, specially, the Consulting Service Agreement, the Business Operation Agreement, the Proxy Agreement, the Equity Disposal Agreement, and the Equity Pledge Agreement. |
| ● | “Ordinary shares” are to our Class A ordinary share, par value $0.001 per share. |
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The accompanying interim financial statements of CXJ GROUP CO., Limited (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are unaudited and condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
| 3 |
CXJ GROUP CO., LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF FEBRUARY 28, 2026 and May 31, 2025
(Currency Expressed In United States Dollars (“US$”), Except For Number Of Shares)
| February
28, 2026 | May
31, 2025 | |||||||
| Unaudited | Audited | |||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivables | ||||||||
| Prepayments | ||||||||
| Deposits and other receivables | ||||||||
| Due from related parties | ||||||||
| Inventories | ||||||||
| Total Current Assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total Non-current Assets | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payables | ||||||||
| Advanced received | ||||||||
| Accrued expenses and other payables | ||||||||
| Due to related party | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Total Current Liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Operating lease liabilities, non-current portion | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, $ par value, and shares authorized, and shares issued and outstanding as of February 28, 2026 and May 31, 2025 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total CXJ Group Stockholders’ Equity | ( | ) | ( | ) | ||||
| Non-controlling interest | ||||||||
| TOTAL STOCKHOLDERS’ EQUITY | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| 4 |
CXJ CO., LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
FOR THE THREE MONTHS AND NINE MONTHS ENDED FEBRUARY 28, 2026
and 2025
(Currency Expressed In United States Dollars (“US$”), Except For Number Of Shares)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
For The Three Months Ended February 28, | For The Nine Months Ended February 28, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Revenue | ||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Other income/(expenses) | ( | ) | ( | ) | ||||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax | ( | ) | ||||||||||||||
| Loss attributable to shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income/(loss): | ||||||||||||||||
| - Foreign exchange adjustment (loss)/income | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss per share - Basic and diluted | ) | ) | ) | ) | ||||||||||||
| Weighted average number of common shares outstanding – Basic and diluted | ||||||||||||||||
| 5 |
CXJ GROUP CO., LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS AND NINE MONTHS ENDED FEBRUARY 28, 2026 AND 2025
(Currency Expressed In United States Dollars (“US$”), Except For Number Of Shares)
(Unaudited)
For The Three Months Ended February 28, 2026
| Number
of Shares | Amount | Paid-In Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Number
of Shares | Amount | Paid-In Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||
| Balance as of November 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign Exchange Adjustment Loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of February 28, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
For The Three Months Ended February 28, 2025
| Number
of Shares | Amount | Paid-In Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Number
of Shares | Amount | Paid-In Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||
| Balance as of November 30, 2024 | ( | ) | ||||||||||||||||||||||
| Common Stock Issued | ||||||||||||||||||||||||
| Accumulated Other Comprehensive Income | - | |||||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of Februay 28, 2025 | ( | ) | ||||||||||||||||||||||
For The Nine Months Ended February 28, 2026
| Number
of Shares | Amount | Paid-In Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Number
of Shares | Amount | Paid-In Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||
| Balance as of May 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign Exchange Adjustment Loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of February 28, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
For The Nine Months Ended February 28, 2025
| Number
of Shares | Amount | Paid-In Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Number
of Shares | Amount | Paid-In Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||
| Balance as of May 31, 2024 | ( | ) | ||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||
| Common Stock Issued | ||||||||||||||||||||||||
| Accumulated Other Comprehensive Income | - | |||||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of February 28, 2025 | ( | ) | ||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||
| 6 |
CXJ GROUP CO., LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2026 and 2025
(Currency Expressed In United States Dollars (“US$”), Except For Number Of Shares)
(Unaudited)
| 2026 | 2025 | |||||||
For The Nine Months Ended February 28, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use assets | ||||||||
| Impairment of intangible assets | ||||||||
| Income tax refund | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivables | ||||||||
| Prepayments | ||||||||
| Deposits and other receivables | ||||||||
| Inventories | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Advance received | ||||||||
| Accrued liabilities and other payable | ( | ) | ( | ) | ||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by/(used in) operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of intangible assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from share issuance | ||||||||
| Advances from related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | ||||||||
| 7 |
CXJ GROUP CO., LIMITED
NOTES TO CONDENSED CONSOLIDATED STATEMENTS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 and year ended may 31, 2025
EXPRESS IN UNITED STATES DOLLARS
(Unaudited)
NOTE 1. BUSINESS
Regulatory Overview – Legal and Operation Risks
CXJ Group Co., Limited (“ECXJ”, “us”, the “Company” or “we”) is a United States holding company primarily operating in China through its PRC WFOE subsidiary CXJ (Shenzhen) Technology Co., Ltd. (“SZ CXJ”). In order to operate its business in PRC and to comply with PRC laws and regulations that prohibit or restrict foreign ownership of companies that provides value-added services, the Company entered into a series of contractual arrangements with the VIE: CXJ Technology (Hangzhou) Co., Ltd. (“HZ CXJ”).
The VIE structure involves unique risks to shareholders and investors. It is used to provide investors with contractual exposure to foreign investment in China-based companies where Chinese law prohibits or restrict direct foreign investment in the operating companies. Due to PRC legal restrictions on foreign ownership in certain businesses, we do not have any equity ownership of the VIE or its subsidiaries; instead, we receive the economic benefits of the VIE’s business operations through certain contractual agreements.
As a result of such series of contractual arrangements, SZ CXJ is the primary beneficiary of the VIE for accounting purposes and the VIE is a PRC consolidation entity under U.S. GAAP. The Company consolidates the financial results of the VIE and its subsidiaries in its consolidated financial statements in accordance with U.S. GAAP. Neither the Company nor its investors own any equity interest in, have direct foreign investment in, or control through any such ownership of or investment in the VIE. As a result, investors in the Company’s common stock are not purchasing an equity interest in the VIE or in its subsidiaries, but instead are purchasing an equity interest in ECXJ, the Nevada holding company. These contractual arrangements have not been tested in a court of law in the PRC. Moreover, the binding rights over the VIE’s subsidiaries in the contractual arrangements between SZ CXJ and HZ CXJ are implicit and indirect and the company laws and regulations in the PRC governing the business operations of the VIE’s subsidiaries are uncertain.
Risk Related to our VIE Structure
| ● | PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, value added telecommunications, and certain other businesses in which we are engaged or could be deemed to be engaged. Consequently, our operations and business in the PRC are conducted through contractual arrangements (“VIE Agreements”) with SZ CXJ VIE. If the Chinese government should disallow or limit the use of the VIE, it could materially and adversely affect our business, which could result in your shares significantly declining in value or becoming worthless. |
| ● | Although we have been advised by our PRC counsel that the ownership structures of our PRC subsidiary and SZ CXJ VIE in China do not violate any applicable PRC law, regulation, or rule currently in effect and that the VIE Agreements are valid, binding, and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect, but that such ownership structures have not been tested in court, ECXJ faces uncertainty with respect to future actions by the PRC government that could significantly affect the enforceability of the VIE Agreements, SZ CXJ VIE’s financial performance, and the value of a shareholder’s ECXJ shares. |
| ● | Although the PRC’s Ministry of Commerce and its National Development and Reform Commission have announced new edicts regarding the use of VIEs for new overseas offerings, they have indicated that such new requirements will not affect the foreign ownership of companies already listed overseas. Nonetheless, there can be no assurance that such new rules and regulations will not be applied retroactively which may have a substantial negative impact on ECXJ’s business and consequently on the value of ECXJ’s securities. |
| 8 |
| ● | On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which took effect on January 1, 2020. Since it is relatively new, substantial uncertainties exist in relation to its interpretation and implementation including future laws, administrative regulations, or provisions of the State Council to provide for contractual arrangements as a form of foreign investment. Therefore, it is uncertain whether our contractual arrangements would be deemed to be in violation of the market access requirements for foreign investment in the PRC, and if they are deemed to be in violation, how our contractual arrangements should be dealt with. |
The Foreign Investment Law grants national treatment to foreign-invested entities, except for those foreign-invested entities that operate in industries specified as either “restricted” or “prohibited” from foreign investment in the Special Administrative Measures (Negative List) for Foreign Investment Access jointly promulgated by MOFCOM and the NDRC that took effect in July 2020. The Foreign Investment Law provides that foreign-invested entities operating in “restricted” or “prohibited” industries will require market entry clearance and other approvals from relevant PRC government authorities. If our control over our VIE through contractual arrangements is deemed to be foreign investment in the future, and if any business of our VIE is “restricted” or “prohibited” from foreign investment under the “negative list” effective at the time, we may be deemed to be in violation of the Foreign Investment Law, the contractual arrangements that allow us to have control over our VIE may be deemed to be invalid and illegal, and we may be required to unwind such contractual arrangements and/or restructure our business operations, any of which may have a material adverse effect on our business operations. | |
| Furthermore, if future laws, administrative regulations, or provisions mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operation | |
| ● | Neither the Company nor its shareholders have a direct equity ownership interest in SZ CXJ VIE. The Company’s relationship to the VIE is defined by the VIE Agreements. Therefore, should the Chinese government disallow or limit the use of the VIE, it could result in your shares significantly declining in value or becoming worthless. |
Risk Related to Doing Business in China
| ● | The Chinese government may choose to exercise significant oversight and discretion over the conduct of our business operations in China and may intervene in or influence our operations at any time, which could result in a material change in our and our VIE’s operations and/or the value of your shares. |
| ● | Regulatory authorities in China have recently implemented regulations concerning privacy and data protection and more stringent laws and regulations may be introduced in China. The PRC Cybersecurity Law provides that personal information and important data collected and generated by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure. The Measures for Cybersecurity Review (2021) stipulate that operators of critical information infrastructure purchasing network products and services and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. |
We do not believe that our Company constitutes an Operator pursuant to the Cybersecurity Review (2021) that became effective in February 2022 nor do we control more than one million users’ personal information. However, the interpretation and application of consumer and data protection laws in China are often uncertain, in flux, and complicated, including differentiated requirements for different groups of people or different types of data, and there can be no assurance that in the future our operations may not be subject to these regulations which could have a significant material impact on our financial performance and the value of our securities.
| ● | The Company relies on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our financial position. SZ CXJ and it’s VIE’s ability to distribute dividends is based upon their distributable earnings. |
Current PRC regulations permit our PRC subsidiaries to pay dividends to their shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of their after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of their registered capital. This reserve is not distributable as cash dividends. To the extent that cash derived from our VIE’s businesses is in the PRC or Hong Kong, or in a PRC or Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on the ability of our PRC or Hong Kong subsidiaries, or of our VIE, to transfer cash. The inability of our Hong Kong or PRC subsidiaries to pay dividends, for whatever reason, could have a material adverse effect on our financial position and, in turn, on the value of our common stock.
| 9 |
| ● | To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments, and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividend payments and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, SZ CXJ and our VIE may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from their profits, if any. Furthermore, if our PRC subsidiaries incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. |
| ● | In
addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of |
| ● | A downturn in the Chinese or global economy or a change in economic and political policies of China could materially and adversely affect our VIE’s business and financial condition. Any deterioration in our VIE’s business could have a negative impact on the Company’s financial position and, in turn, on the value of its common stock. See “Item 1A. Risk Factors – 3) Risks Related to Doing Business in China - A downturn in the Chinese or global economy, or a change in economic and political policies of China, could materially and adversely affect our VIE’s business and financial condition”. |
| ● | Our business operations are conducted in China through our VIE and its subsidiaries. If we should become subject to the recent scrutiny, criticism, and negative publicity involving U.S. listed China-based companies, we may have to expend significant resources to investigate and/or defend negative allegations. If such allegations cannot be addressed and resolved favorably, it could result in a material change in the business operations of our PRC subsidiaries, significantly limit our ability to obtain financing through the sale of additional securities, and cause our securities to significantly decline in value or be worthless. |
| ● | There are political risks associated with conducting business in Hong Kong and China. |
| ● | Although our current independent registered public accounting firm is headquartered in Kuala Lumpur, Malaysia and, therefore, we believe that its work papers are available for inspection by the PCAOB, our common stock could, in the future, be delisted under the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023 and related regulations, if the PCAOB is unable to inspect our auditors in the future. The delisting of our common stock, or the threat of its being delisted, may materially and adversely affect the value of your investment. |
| 10 |
Implications of Being a Holding Company - Transfers of Cash to and from Our Subsidiaries
As a holding company, we will rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements. Neither the Company nor any of its subsidiaries maintain cash management policies or procedures that dictate how funds are transferred. The Company is permitted under the laws of the State of Nevada and its articles of incorporation (as amended from time to time) to provide funding to its subsidiaries through loans or capital contributions. Our subsidiaries are permitted under the respective laws of China and Hong Kong to provide funding to us through dividends without restrictions on the amount of the funds, other than as limited by the amount of their distributable earnings. However, to the extent that cash is in our PRC or Hong Kong subsidiaries, there is a possibility that the funds may not be available to fund our operations or for other uses outside of the PRC or Hong Kong due to interventions or the imposition of restrictions and limitations by the PRC or the Hong Kong government on their ability to transfer cash. In addition, if any of our subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us.
As of the date of this Annual Report, our subsidiaries have not experienced any difficulties or limitations on their ability to transfer cash between each other nor do they maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. None of our subsidiaries has paid any dividends or other distributions or transferred assets to the Company as of the date of this Annual Report. In the future, cash proceeds raised from overseas financing activities may be transferred by the Company to its subsidiaries via capital contribution or shareholder loans, as the case may be. As of the date of this Annual Report, the Company has not made any transfers, paid any dividends, or made any distributions to U.S. investors. None of the Company, our subsidiaries, or our VIE has any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future. We intend to retain all available funds and future earnings, if any, for the operation of our VIE’s business.
Company Overview
CXJ Group Co., Limited (“we”, “us”, the “the Company” or “ECXJ”) was originally incorporated in State of Nevada on August 20, 1998 under the name Global II, Inc and underwent several name changes prior to its current name. Until August 2019, the Company was known as Global Entertainment Corp., which was a dormant company.
On March 4 , 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for the Company, proper notice having been given to the officers and directors of Global Entertainment Corporation. There was no opposition.
On
June 18, 2019, control of the Company was transferred by the entity controlled by Custodian Ventures, LLC to Xinrui Wang, our director,
by selling him shares of Series A Preferred stock and shares of common stock for a purchase price of $
On June 21, 2019, Lixin Cai was appointed act as the new President, CEO, Secretary and Chairman of the Board of Directors of the Company. On June 21, 2019, Cuiyao Luo was appointed act as the new CFO, Treasurer and Member of the Board of Directors of the Company. On September 30, 2019, the Company appointed three more members to the Board of Directors of the Company, and they are Xinrui Wang, Wenbin Mao and Baiwan Niu.
Effective
July 9, 2019 we changed our name from Global Entertainment Corp to CXJ Group Co., Limited. On July 12, 2019, the Company effectuated
a
On
October 4, 2019, Xinrui Wang (the “Seller”), entered into a Stock Purchase Agreement to pursuant to which the Seller agreed
to sell to Wenbin Mao and Baiwan Niu (the “Purchasers”), totaling preferred stock of the Company (“Shares”)
owned by the Seller, for an amount of $
On May 28, 2020, we consummated the transactions contemplated by the Share Exchange Agreement among the Company, CXJ Investment Group Company Limited, a British Virgin Islands Corporation (“CXJ”) and the shareholder of CXJ, pursuant to which we acquired all the ordinary shares of CXJ in exchange for the issuance to the shareholder of CXJ of an aggregate of shares of the Company. The shareholder is the selling security holder in this prospectus and are all affiliates. As a result of the transactions contemplated by the Share Exchange, CXJ became a wholly-owned subsidiary of the Company.
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Effective May 13, 2022, we have appointed Messrs. Tianbing Yang and Rudong Shi as members of our Board of Directors.
On
June 14, 2022, the Company completed the issuance and sales of an aggregate of shares at a price of $ per shares with each
share consisting of one share of the Company’s common stock, par value $ per share (the “Common Stock”) in a private
placement to Minggang Qian (the “Purchaser”), pursuant to the Subscription Agreement dated as of June 9, 2022 between the
Company and the Purchaser. The net proceeds to the Company amounted to $
On July 15, 2022, Mr. Wenbin Mao, Mr. Baiwan Niu, Mr. Tianbing Yang and Ms. Cuiyao Luo tendered their resignation for personal reasons and resigned as members of the Board of the Company effective from 28 July, 2022. The Board accepted the resignation of Mr. Wenbin Mao, Mr. Baiwan Niu, Mr. Tianbing Yang and Ms. Cuiyao Luo, and expressed sincere gratitude for their service term as a member of the Board.
On
August 1, 2023, CXJ Technology (Hangzhou) Co., Ltd, a Chinese corporation and a subsidiary of the Company signed an equity transfer agreement
(the “Agreement”) with Mr. Qing Wang. Under this agreement, the Company will dispose
On August 14, 2023, the Board approved the appointment of Zhen Hui Certified Public Accountant (“Zhen Hui”) as the Company’s new independent registered public accounting firm for the fiscal year ending May 31, 2022 and May 31, 2023 effective immediately.
On May 3, 2024, the Board approved the resignation of Zhen Hui as the Company’s independent registered public accounting firm with immediate effective.
On May 3, 2024, the Board approved the appointment of J & S Associate PLT (“J & S”) as the Company’s new independent registered public accounting firm for the fiscal year ending May 31, 2024 effective immediately.
On
September 1, 2024, the Company entered the Subscription Agreement with Zhongxin Lei (the “Purchaser”) to issue and sales
of an aggregate of shares at a price of $ per shares with each share consisting of one share of the Company’s common
stock, par value $ per share (the “Common Stock”). The net proceeds to the Company amounted to $
On
September 1, 2024, the Company entered the Subscription Agreement with Shiguo Wang (the “Purchaser”) to issue and sales of
an aggregate of shares at a price of $ per shares with each share consisting of one share of the Company’s common
stock, par value $ per share (the “Common Stock”). The net proceeds to the Company amounted to $
On
September 2, 2024, the Company entered the Subscription Agreement with Shiguo Wang (the “Purchaser”) to issue and sales of
an aggregate of shares at a price of $ per shares with each share consisting of one share of the Company’s common
stock, par value $ per share (the “Common Stock”). The net proceeds to the Company amounted to $
ECXJ, through its wholly owned subsidiary, CXJ and its subsidiaries and the VIE own and operate an active automobiles products trading and services business in the People’s Republic of China.
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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and liquidation
The condensed consolidated balance Sheets as of February 28, 2026 and May 31, 2025 and the condensed consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flow for the three months and nine months ended February 28, 2026 and 2025 have been prepared by the Company is in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”).
The
Company incurred net loss of $
As
of February 28, 2026 and May 31, 2025, the Company had cash and cash equivalents of $
Going Concern Uncertainties
The
accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP which contemplates
continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled
in the ordinary course of business at amounts disclosed in the unaudited condensed consolidated financial statements. The Company’s
ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows.
The Company has an accumulated deficit of $
The Company’s cash position is not significant to support the Company’s daily operation. While the Company believes in the viability of its business strategy plans such as Flash Lion e-commerce sales model, Cloud chain (including Wechat, REDnote and Tik Tok’s short videos e-commerce sales model), and its ability to raise additional funds, there can be no assurance to that effect.
The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and increase of market share, our business plan is to extend our market share through acquiring quality businesses in the automotive aftermarket industries, in order to increase our customer base and supply channels, as well as to acquire more skilled employees and business connections in the industries.
We plan to diversify our existing product portfolio strategically, and thereby provide our customers with a wider range of choices and broaden our existing customer base.
In addition, major shareholder agrees to provide financial support to the Company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIE. All significant inter-company transactions and balances between the Company, its subsidiaries and the VIE have been eliminated upon consolidation.
To comply with PRC laws and regulations, the Company provides trading of motor oil, auto parts, exhaust gas cleaners and brand name management services in China via its VIE, which hold critical operating licenses that enable the Company to do business in China. Substantially all of the Company’s revenues, costs and net loss in China are directly or indirectly generated through this VIE. The Company has signed various agreements with its VIE and legal shareholders of the VIE to allow the transfer of economic benefits from the VIE to the Company and to direct the activities of the VIE.
The Company believes that the contractual arrangements among its subsidiaries, the VIE and its shareholders are in compliance with the current PRC laws and legally enforceable. However, uncertainties in the interpretation and enforcement of the PRC laws, regulations and policies could limit the Company’s ability to enforce these contractual arrangements. As a result, the Company may be unable to consolidate the VIE and its subsidiary in the unaudited condensed consolidated financial statements. The Company’s ability to control its VIE also depends on the authorization by the shareholders of the VIE to exercise voting rights on all matters requiring shareholders’ approval in the VIE. The Company believes that the agreements on authorization to exercise shareholder’s voting power are legally enforceable. In addition, if the legal structure and contractual arrangements with its VIE were found to be in violation of any future PRC laws and regulations, the Company may be subject to fines or other actions. The Company believes the possibility that it will no longer be able to control and consolidate its VIE as a result of the aforementioned risks and uncertainties is remote.
The following table sets forth its subsidiaries and the VIE, including their country of incorporation or residence and our ownership interest in such subsidiaries. Please see “Note 4 VIE Structure and Arrangements”.
SCHEDULE OF OWNERSHIP INTEREST IN SUBSIDIARIES
| Entity Name | Date of Incorporation | Parent Entity | Interest % | Nature of Operation | Place of Incorporation | |||||
| CXJ Investment Group Company Ltd (BVI CXJ) | US CXJ | |||||||||
| CXJ (HK) Technology Group Company Ltd (HK CXJ) | BVI CXJ | |||||||||
| CXJ (Shenzhen) Technology Co., Ltd (SZ CXJ) | HK CXJ | |||||||||
| Longkou Xianganfu Trading Co., Ltd. (Longkou CXJ) | SZ CXJ | |||||||||
| VIE: | ||||||||||
| CXJ Technology (Hangzhou) Co., Ltd. (HZ CXJ) | SZ CXJ | |||||||||
| Qingdao Hong Run Kuo Ye Network Technology Co., Ltd. (Qingdao CXJ) | HZ CXJ |
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Risks and Uncertainties
Risks of Operation in China
The main operation of the Company, through the WFOE, the VIE and VIE’s subsidiaries, is located in the PRC. Accordingly, the Company, its subsidiaries, the VIE and VIE’s subsidiaries’ business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company, its subsidiaries, the VIE and VIE’s subsidiaries’ results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company, its subsidiaries, the VIE and VIE’s subsidiaries’ have not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including risk factor disclosed in “Item 1A Risk Factors”, this may not be indicative of future results.
Risks in relation to the VIE structure
The Company is incorporated in the State of Nevada, USA. As a holding company with no material operations, the Company conducts its operations in China through the variable interest entities, SZ CXJ and its subsidiaries. The Company receives the economic benefits of SZ CXJ and its subsidiaries’ business operation through a series of contractual arrangements, or the VIE Agreements, which have not been tested in court. As a result of the Company’s indirect ownership in the HZ CXJ and the VIE Agreements, the Company is regarded as the primary beneficiary of its VIE. The VIE structure is used to replicate foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies. The Company relies on contractual arrangements with the VIE and its subsidiaries in China for the business operation companies, and that investors may never directly hold equity interests in the Chinese operating entities, which may not be as effective in providing operational control or enabling the Company to derive economic benefits as through ownership of controlling equity interests, and the VIE’s shareholders may fail to perform their obligations under the contractual arrangements. If the PRC government deems that the VIE Agreements in relation to the VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, the Company may have difficulty in enforcing any rights the Company may have under the VIE Agreements in PRC and the Company could be subject to severe penalties or be forced to relinquish the Company’s interests in those operations.
Technology Innovation and Commodity Risks
The Company, its subsidiaries, the VIE and VIE’s subsidiaries’ business faces fast growing electric vehicles (EV) in China, in the year 2025, the sales volume of EV has exceeded 50% of total sales volume of motor vehicles in China. This will harm our motor oil and auto parts market and subsequently will seriously affect our financial condition and the ability to expand our business in future.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to going concern, current expected credit loss and uncertain tax position. Actual results may materially differ from these estimates.
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Foreign Currency
The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.
The reporting currency for the Company and its subsidiaries is the U.S. dollar. The Company, BVI CXJ and HK CXJ’s functional currency is the U.S. dollar; SZ CXJ and their VIEs and subsidiary which are incorporated in PRC use the Chinese Renminbi (“RMB”) as their functional currency.
The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows:
| ● | Monetary assets and liabilities at exchange rates in effect at the end of each period | |
| ● | Nonmonetary assets and liabilities at historical rates | |
| ● | Revenue and expense items at the average rate of exchange prevailing during the period |
Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.
The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:
| ● | Assets and liabilities at the rate of exchange in effect at the balance sheet date | |
| ● | Equities at the historical rate | |
| ● | Revenue and expense items at the average rate of exchange prevailing during the period |
Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.
Translation of amounts from RMB into US$1 has been made at the following exchange rates for the respective periods:
SCHEDULE OF EXCHANGE RATES
| 2026 | 2025 | |||||||
For The Three Month Ended February 28, | ||||||||
| 2026 | 2025 | |||||||
| Period-end RMB: US$1 exchange rate | ||||||||
| Period-average RMB: US$1 exchange rate | ||||||||
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US dollars at the rates used in translation.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, demand deposits placed with banks or other financial institutions and have original maturities of less than three months. The Company’s primary bank deposits are located in the USA and the PRC.
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Prepayments
Prepayments are mainly consisted of prepaid income tax, rental, prepayments for consulting fee and advances to suppliers.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable is presented net of allowance for doubtful accounts. Our accounts receivable consists mainly of trade receivables derived from selling of motor oil and auto parts with contractual payment terms. The provision for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience, current conditions and reasonable forecasts of future economic conditions.
Further,
we evaluate the collectability of our accounts receivable and if there is doubt that we will collect the full amount, we will record
a reserve specific to that customer’s receivable balance. There was
Inventories, Net
Inventories consisting of finished goods are stated at the lower of cost or market value. The Company used the weighted average cost method of accounting for inventory. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete, spoiled, or in excess of future demand. The Company provides impairment that is charged directly to cost of sales when is has been determined the product is obsolete, spoiled, and the Company will not be able to sell it at a normal profit above its carrying cost. The Company’s primary products are motor oil and auto parts.
Property, plant and equipment
Property,
plant and equipment are stated at cost, less depreciation, amortization and impairments. Depreciation and amortization of property and
equipment are provided using the straight-line method. The estimated useful lives for computer equipment, computer software, engineering
and test equipment and furniture and fixtures are generally three to five years. Leasehold improvements are amortized over the lesser
of their estimated useful lives or their respective lease terms, which are generally five
Intangible Assets
The intangible assets consist of costs occurred to develop the software and purchased patents for business operations. We evaluate intangible assets for impairment when factors indicate that the carrying value of an asset may not be recoverable. When factors indicate that such assets should be evaluated for possible impairment, we review whether we will be able to realize our intangible assets by analyzing the projected undiscounted cash flows in measuring whether the asset is recoverable.
If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
The intangible assets are impaired due to no projected undiscounted cash flow in future. The intangible assets are fully impaired during the year ended May 31, 2024.
The
Company recognized an impairment loss on intangible assets amounted to and $
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Operating leases
The Company recognizes its leases in accordance with ASC 842 - Leases. Under ASC 842, operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives. The Company elected the short-term lease exemption for contracts with lease terms of 12 months or less. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.
Impairment of Long-lived Assets Other Than Goodwill
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.
If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Goodwill
Goodwill
represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In
accordance with FASB ASC Topic 350, “Intangibles-Goodwill and Others”, goodwill is subject to at least an annual assessment
for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value
based test. Fair value is generally determined using a discounted cash flow analysis. The goodwill is impaired due to uncertainty of
recoverability in the future. The goodwill $
Advance received
Revenue recognition
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
Under Topic 606, revenues are recognized when the promised products have been confirmed and when delivery of goods and services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those goods and services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.
Advance
received is the amount the Company received in advance from the customer for their orders placed with us. The advance received will be
recognized as revenue when the goods and services has been delivered to customers. The advance received are increased by $
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| ● | Product Revenue |
We generate revenue primarily from the sales of automobile exhaust cleaners and auto parts directly to customers. We recognize product revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by or shipped to our customers. Our sales arrangements for automobile exhaust cleaners, motor oil and auto parts usually require a full prepayment before the delivery of products.
We also generate revenue from the sales of auto parts directly to the customers, such as a business or individual engaged in auto parts businesses. We recognize revenue at a point in time when products are delivered and customer acceptance is made. For the sales arrangements of auto parts products, we generally require payment upon issuance of invoices.
| ● | Service Revenue |
We also generate revenue from brand name management and maintenance fees. Revenue from brand name and management fees is to provide brand name “teenage hero car” to our members. Revenue from the maintenance service to the members is recognized at a point in time when services are provided. Revenue from the management service to the customer is recognized as the performance obligation is satisfied over time over the contracting period.
Sales and distribution expenses
Sales and distribution expenses consist of payroll related costs, promotion expenses, transportation costs, conference expenses, office expenses, travelling and entertainment expenses.
General and administrative expenses
General and administrative expenses consist of payroll related costs, consultancy expenses, impairment of goodwill, rental expenses, office expenses, travelling and entertainment expenses.
Value-added taxes
Revenue
is recognized net of value-added taxes (“VAT”).
Income taxes
The Company followed the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes, or ASC 740. 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. The Company recorded a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.
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The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense.
Statutory reserves
Statutory
reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover
losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise
operating at a profit must appropriate and reserve, on an annual basis, an amount equal to
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 is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have 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.
Fair Value of Financial Instruments
The Company accounts for financial instruments in accordance to ASC Topic 820, “Fair Value Measurements and Disclosures,” which requires disclosure of the fair value of financial instruments held by the Company and ASC Topic 825, “Financial Instruments,” which defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the condensed consolidated balance sheets for financial assets and liabilities, which primarily consist of cash and cash equivalents, accounts receivable, prepayments and other current assets, accounts payable, accrued liabilities, customer advances, are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Comprehensive income
Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income includes the foreign currency translation adjustment.
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Segment reporting
The Company reports each material operating segment in accordance with ASC 280, “Segment Reporting”. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has determined that it has three operating segments.
Significant risk
VIE Structure risk
PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, value added telecommunications, and certain other businesses in which we are engaged or could be deemed to be engaged. Consequently, our operations and business in the PRC are conducted through contractual arrangements (“VIE Agreements”) with SZ CXJ VIE. If the Chinese government should disallow or limit the use of the VIE, it could materially and adversely affect our business, which could result in your shares significantly declining in value or becoming worthless.
Although we have been advised by our PRC counsel that the ownership structures of our PRC subsidiary and SZ CXJ VIE in China do not violate any applicable PRC law, regulation, or rule currently in effect and that the VIE Agreements are valid, binding, and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect, but that such ownership structures have not been tested in court, ECXJ faces uncertainty with respect to future actions by the PRC government that could significantly affect the enforceability of the VIE Agreements, SZ CXJ VIE’s financial performance, and the value of a shareholder’s ECXJ shares.
Although the PRC’s Ministry of Commerce and its National Development and Reform Commission have announced new edicts regarding the use of VIEs for new overseas offerings, they have indicated that such new requirements will not affect the foreign ownership of companies already listed overseas. Nonetheless, there can be no assurance that such new rules and regulations will not be applied retroactively which may have a substantial negative impact on ECXJ’s business and consequently on the value of ECXJ’s securities.
On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which took effect on January 1, 2020. Since it is relatively new, substantial uncertainties exist in relation to its interpretation and implementation including future laws, administrative regulations, or provisions of the State Council to provide for contractual arrangements as a form of foreign investment. Therefore, it is uncertain whether our contractual arrangements would be deemed to be in violation of the market access requirements for foreign investment in the PRC, and if they are deemed to be in violation, how our contractual arrangements should be dealt with.
Neither the Company nor its shareholders have a direct equity ownership interest in SZ CXJ VIE. The Company’s relationship to the VIE is defined by the VIE Agreements. Therefore, should the Chinese government disallow or limit the use of the VIE, it could result in your shares significantly declining in value or becoming worthless.
Liquidity risk
For
the nine months ended February 28, 2026 and 2025, we had cash inflow $
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Currency risk
A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in the PRC must be processed through the PBOC or other Company foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.
The
Company maintains certain bank accounts in the PRC. On May 1, 2015, the PRC’s new Deposit Insurance Regulation came into effect,
pursuant to which banking financial institutions, such as commercial banks, established in the PRC are required to purchase deposit insurance
for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not be effective in providing complete
protection for the Company’s accounts, as its aggregate deposits are much higher than the compensation limit, which is RMB
Other than the deposit insurance mechanism in the PRC mentioned above, the Company’s bank accounts are not insured by Federal Deposit Insurance Corporation insurance or other insurance.
Concentration of risk
1) Credit risk
Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash and cash equivalents with financial institutions located in jurisdictions where the subsidiaries are located. The Company believes that no significant credit risk exists as these financial institutions have high credit quality.
The Company’s also exposure to credit risk associated with its trading and other activities is measured on an individual counterparty basis, as well as by group of counterparties that share similar attributes. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, the Company generally requires customers to make payment in advance before delivery of the goods and services, and special approval is required for credit sales to specific customers.
2) Major customers
For
the three months ended February 28, 2026, there were no customers who accounted for more than
3) Major vendors
For
the three months ended February 28, 2026, the Company had a vendor that accounted for $
| 22 |
Interest rate risk
Fluctuations in market interest rates may negatively affect our financial condition and results of operations. The Company has not used any derivative financial instruments to manage our interest risk exposure.
Related party transaction
A
related party is generally defined as (i) any person that holds
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
Business combination
The purchase price of an acquisition is measured as the aggregate of the fair value of the consideration transferred. The purchase price is allocated to the fair values of the tangible and intangible assets acquired and liabilities assumed, with any excess recorded as goodwill. These fair value determinations require judgment and may involve the use of significant estimates and assumptions. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized in the period in which the adjustment amount is determined. Transaction costs associated with the acquisition are expensed as incurred.
Recently Issued Accounting Standards
Subsequent to February 28, 2026, in December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Narrow-Scope Improvements (Topic 270): Interim Reporting. This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice. The amendments do not change the underlying principles of interim reporting. The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt the guidance in its Form 10-Q for the interim period ending February 28, 2028. The Company is currently evaluating the effects of this pronouncement on its consolidated financial statements and does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.
ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements.
| 23 |
ASU2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies the effective date of ASU 2024-03, which requires public business entities to provide disaggregated disclosures of certain income statement expenses. Specifically, ASU 2025-01 confirms that the guidance in ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.
Recently Adopted Accounting Standard Updates:
ASU 2025-02 - Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC SAB No. 122, which is effective for annual periods beginning after December 15, 2024, and may require full retrospective adoption. This amendment eliminates outdated SEC guidance previously codified under SAB No. 122 and may impact disclosures or recognition related to obligations and liabilities. The Company adopted this ASU, effective for the year ended May 31, 2025.
The other recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) are not expected to have a significant impact on the Company’s consolidated financial statements and related disclosures.
NOTE 3. ACQUISITION
On
March 28, 2019, Mr. Cai, Lixin (Mr. Cai), the Company’s Chairman of the Board and Chief Executive Officer and Chief Financial Officer,
incorporated CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”) in Hangzhou, China. Mr. Cai in turn incorporated CXJ Investment
Group Company Ltd (“CXJ”), CXJ (HK) Technology Group Company Ltd (“HK CXJ”), and CXJ (Shenzhen) Technology Co.,
Ltd (“SZ CXJ”) and reorganized these entities with CXJ being a holding entity with the solely shareholder. As a result of
the reorganization, CXJ owns
On June 18, 2019, the Company underwent a change of control as a result of the transfer of shares of Series A Preferred stock (which voted on a 10 for one basis at the time of the change of control) from Custodian Ventures, LLC and shares of common stock to Xinrui Wang.
On May 28, 2020, we consummated the transactions contemplated by the Share Exchange Agreement among the Company, CXJ Investment Group Company Limited (“CXJ”), a British Virgin Islands Corporation and the shareholder of CXJ, pursuant to which we acquired all the ordinary shares of CXJ in exchange for the issuance to the shareholder of CXJ of an aggregate of shares of the Company. The shareholder is the selling security holder in this prospectus and are all affiliates. As a result of the transactions contemplated by the Share Exchange, CXJ became a wholly-owned subsidiary of the Company.
The Company accounted for above transaction as a reverse acquisition under ASC Subtopic 805-40, based on the fact that the CXJ is an accounting acquirer and the Company is the accounting acquiree. Meanwhile, the CXJ retrospectively consolidates the Company and as if it had been owned by CXJ since May 28, 2020, the date the Company was acquired by Mr. Lixin Cai, in accordance with ASC Subtopic 805-50.
On
August 19, 2021, CXJ Technology (Hangzhou) Co., Ltd acquired
| 24 |
On
June 14, 2022, the Company completed the issuance and sales of an aggregate of shares at a price of $ per shares with each
share consisting of one share of the Company’s common stock, par value $ per share (the “Common Stock”) in a private
placement to Minggang Qian (the “Purchaser”), pursuant to the Subscription Agreement dated as of June 9, 2022 between the
Company and the Purchaser. The net proceeds to the Company amounted to $
On
November 4, 2022, CXJ (Shenzhen) Technology Co., Ltd acquired
On
August 1, 2023, CXJ Technology (Hangzhou) Co., Ltd, a Chinese corporation and a subsidiary of the Company signed an equity transfer agreement
(the “Agreement”) with Mr. Qing Wang. Under this agreement, the Company disposed
NOTE 4. VIE STRUCTURE AND ARRANGEMENTS
Variable Interest Entities “VIE” Arrangements
On May 28, 2020, CXJ (Shenzhen) Technology Co., Ltd. (“SZ CXJ”) entered into a series of contractual arrangements with CXJ Technology (Hangzhou) Co., Ltd. (“HZ CXJ”) and its shareholders. As a result of the contractual arrangements, the Company classified HZ CXJ as a Variable Interest Entity “VIE.”
HZ
CXJ was incorporated as a limited liability company in Hangzhou, Zhejiang Province in the People’s Republic of China on March 28,
2019, with a registered capital of approximately $
The Company consolidates VIE in which it holds a variable interest and is the primary beneficiary through contractual agreements. The Company is the primary beneficiary because it has the power to direct activities that most significantly affect their economic performance and have the obligation to absorb the majority of their losses or benefits. The results of operations and financial position of the VIE are included in the Company’s consolidated financial statements.
In order to operate its business in PRC and to comply with PRC laws and regulations that prohibit or restrict foreign ownership of companies that provides value-added services, the Company entered into a series of contractual agreements with the VIE: CXJ Technology (Hangzhou) Co., Ltd. (“HZ CXJ”). These contractual agreements may not be terminated by the VIE, except with the consent of, or a material breach by us. Currently, the Company is still evaluating the overall operating strategy for business and does not have plan to provide any funding to the VIE.
The key terms of the VIE Agreements are summarized as follows:
| (1) | Consulting Service Agreement |
Pursuant to the terms of certain Consulting Service Agreement dated May 28, 2020, between SZ CXJ and HZ CXJ (the “Consulting Service Agreement”), SZ CXJ is the exclusive consulting service provider to HZ CXJ to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees technical training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services.
| 25 |
Pursuant to the Consulting Service Agreement, the service fee is the remaining amount after HZ CXJ’s profit before tax in the corresponding year deducts HZ CXJ’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. HZ CXJ agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from SZ CXJ. In addition, SZ CXJ may transfer its rights and obligations under the Consulting Service Agreement to SZ CXJ’s affiliates without HZ CXJ’s consent, but SZ CXJ shall notify HZ CXJ of such transfer.
| (2) | Business Operation Agreement |
Pursuant to the terms of certain Business Operation Agreement dated on May 28, 2020, among SZ CXJ, HZ CXJ and Mr. Lixin Cai (the “Business Operation Agreement”), HZ CXJ and Lixin Cai have agreed to subject the operations and management of its business to the control of SZ CXJ. According to the Business Operation Agreement, HZ CXJ and Lixin Cai are not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations and personnel without the SZ CXJ’s written approval. The HZ CXJ and Lixin Cai will take SZ CXJ’s advice on appointment or dismissal of directors, employment of HZ CXJ’s employees, regular operation, and financial management of HZ CXJ. The HZ CXJ and Lixin Cai has agreed to transfer any dividends, distributions or any other profits that its’ receive to SZ CXJ without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of SZ CXJ prior to the expiration thereof. The Business Operation Agreement might be terminated earlier by SZ CXJ with a 30-day written notice.
| (3) | Agency Agreement |
Pursuant to the terms of the Agency Agreement dated on May 28, 2020, between SZ CXJ and Lixin Cai (the “Agency Agreement”), the Lixin Cai have entrusted his vote rights to SZ CXJ for the longest duration permitted by PRC law. The Agency Agreement can be terminated by mutual consents of Lixin Cai and SZ CXJ or upon a 30-day notice of SZ CXJ.
| (4) | Equity Pledge Agreement |
Pursuant to the terms of certain Equity Pledge Agreement dated on May 28, 2020, among SZ CXJ, HZ CXJ and Lixin Cai (the “Pledge Agreement”), the HZ CXJ pledged all of its equity interests to SZ CXJ, including the proceeds thereof, to guarantee HZ CXJ’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and Agency Agreement (each, a “Agreement”, collectively, the “Agreements”). If HZ CXJ breach its respective contractual obligations under any Agreement, or cause to occur one of the events regards as an event of default under any Agreement, SZ CXJ, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in HZ CXJ. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without SZ CXJ’s prior written consent. The Pledge Agreements is valid until all the obligations due under the Agreements have been fulfilled.
| (5) | Option Agreement |
Pursuant to the terms of the Option Agreement dated on May 28, 2020, among SZ CXJ, HZ CXJ and Lixin Cai (the “Option Agreement”), Lixin Cai granted SZ CXJ or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase HZ CXJ’s all or partial equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at SZ CXJ’s discretion in full or in part, to the extent permitted by PRC law. Lixin Cai agreed to give HZ CXJ the total amount of the exercise price as a gift, or in other methods upon SZ CXJ’s written consent to transfer the exercise price to HZ CXJ. The Option Agreement is valid for a term of 10 years or longer upon the request of SZ CXJ.
| 26 |
A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as voting rights and the right to receive the expected residual returns of the entity or the obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. SZ CXJ is deemed to have a controlling financial interest and be the primary beneficiary of HZ CXJ because it has both of the following characteristics:
| a) | The power to direct activities of HZ CXJ that most significantly impact such entity’s economic performance, and | |
| b) | The obligation to absorb losses of, or the right to receive benefits from, HZ CXJ that could potentially be significant to such entity. |
Pursuant to the Contractual Arrangements, HZ CXJ have agreed to transfer any dividends, distributions or any other profits that its’ receive to SZ CXJ. HZ CXJ pays service fees equal to all of its net profit after tax to SZ CXJ.
The Contractual Arrangements are designed so that HZ CXJ operates for the benefit of SZ CXJ and ultimately the Company.
Moreover, HZ CXJ has agreed to subject the operations and management of its business to the full control under SZ CXJ and HZ CXJ will take SZ CXJ’s advice on the appointment of dismissal of directors and employment, regular operation and financial management. Accordingly, the Company consolidates the accounts of HZ CXJ and its subsidiaries for the periods presented herein, in accordance with Accounting Standards Codification, or ASC, 810-10, Consolidation.
Accordingly, the accounts of HZ CXJ are consolidated in the accompanying financial statements pursuant to ASC 810-10, Consolidation. In addition, their financial positions and results of operations are included in the Company’s financial statements.
Assets of the VIEs can only be used to settle their obligation and creditors of the VIEs have no recourse to the Company’s or WFOE’s general credit. The Company consolidated its VIE as of February 28, 2026 and May 31, 2025. The carrying amounts and classification of the VIE’s assets and liabilities included in the consolidated balance sheets are as follows:
SCHEDULE OF VARIABLE INTEREST ENTITIES
| February 28, 2026 | May 31, 2025 | |||||||
| $ | $ | |||||||
| Current assets | ||||||||
| Noncurrent assets | ||||||||
| Total assets | ||||||||
| Total liabilities | ||||||||
| Net liabilities | ( | ) | ( | ) | ||||
The VIE’s liabilities consisted of the following as of February 28, 2026 and May 31, 2025:
| February 28, 2026 | May 31, 2025 | |||||||
| $ | $ | |||||||
| Current liabilities | ||||||||
| Intercompany balances - Payable | ||||||||
| Account Payable | ||||||||
| Advanced received | ||||||||
| Accrued liabilities, other payables and deposits received | ||||||||
| Operating lease obligations, currents | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| 27 |
The operating results of the VIE for the three months ended February 28, 2026 and 2025 were as follows:
| 2026 | 2025 | |||||||
| For The Three Months Ended February 28, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Revenue | ||||||||
| Total operating costs and expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Other expenses | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
The cash flows of VIE for the nine months ended February 28, 2026 and 2025 were as below:
| 2026 | 2025 | |||||||
| For The Nine Months Ended February 28, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows Used In Operating Activities | ( | ) | ||||||
| Cash Flows Provided By/(Used In) Investing Activities | ||||||||
| Cash Flows (Used In)/Provided By Financing Activities. | ( | ) | ( | ) | ||||
| Effects On Change In Foreign Exchange Rate | ||||||||
| Net Change In Cash During The Year | ||||||||
NOTE 5. ACCOUNTS RECEIVABLE, NET
As
of February 28, 2026 and May 31, 2025, there are
| 28 |
NOTE 6. PREPAYMENTS
As
of February 28, 2026 and May 31, 2025, prepayments are $
SCHEDULE OF PREPAID EXPENSES
| February 28, 2026 | May 31, 2025 | Increase/ (Decrease) | ||||||||||
| As of | ||||||||||||
| February 28, 2026 | May 31, 2025 | Increase/ (Decrease) | ||||||||||
| (unaudited) | (audited) | |||||||||||
| $ | $ | $ | ||||||||||
| Prepayments | ( | ) | ||||||||||
Prepayments
balance $
NOTE 7. DEPOSITS AND OTHER RECEIVABLES
Deposits and other receivables consisted of the following as of February 28, 2026 and May 31, 2025:
SCHEDULE OF DEPOSITS AND OTHER RECEIVABLES
| As of | ||||||||||||
| February 28, 2026 | May 31, 2025 | Increase/ (Decrease) | ||||||||||
| (unaudited) | (audited) | |||||||||||
| $ | $ | $ | ||||||||||
| Deposits paid | ( | ) | ||||||||||
| Other receivables | ||||||||||||
| Total | ||||||||||||
Deposits
balance $
As
of February 28, 2026 and May 31, 2025, the deposit and other receivables balances are $
NOTE 8. INVENTORY, NET
Inventory consisting principally of product held for sale, is stated at the weighted average cost and net realizable value. As of February 28, 2026 and May 31, 2025, the inventory consists of following:
SCHEDULE OF INVENTORY NET
| As of | ||||||||||||
| February 28, 2026 | May 31, 2025 | Increase/ (Decrease) | ||||||||||
| (unaudited) | (audited) | |||||||||||
| $ | $ | $ | ||||||||||
| Inventory, net | ( | ) | ||||||||||
NOTE 9. PROPERTY, PLANT AND EQUIPMENT
Property,
plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of
SCHEDULE OF PROPERTY AND EQUIPMENT
| As of | ||||||||||||
| February 28, 2026 | May 31, 2025 | Increase/ (Decrease) | ||||||||||
| $ | $ | $ | ||||||||||
| Property, Plant and Equipment | ||||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Foreign translation difference | ( | ) | ( | ) | ||||||||
| Total | ( | ) | ||||||||||
| 29 |
NOTE 10. INTANGIBLE ASSETS
The
intangible assets consist of costs incurred to develop the software and purchased patents for business operations. In October 2022, Lixin
Cai increased the share capital of HZ CXJ to $
The
intangible assets are impaired due to no projected undiscounted cash flow in future. The intangible assets are fully impaired during
the year ended May 31, 2024, therefore there are neither amortization nor impairment of intangible assets as of February 28, 2026 and
May 31, 2025. The impairment loss incurred during the period ended February 28, 2026 and 2025 is $ and $
NOTE 11. BUSINESS COMBINATION AND GOODWILL
On
May 28, 2020, ECXJ completed the acquisition of
The determination of fair values involves the use of significant judgment and estimates and in the case of HZ CXJ, this is with specific reference to acquired intangible asset. The judgments used to determine the estimated fair value assigned to assets acquired and liabilities assumed, as well as the intangible asset life and the expected future cash flows and related discount rate, can materially impact the Company’s consolidated financial statements. Significant inputs and assumptions used for the model included the amount and timing of expected future cash flows and discount rate. The Company utilized the assistance of a third-party valuation appraiser to determine the fair value as of the date of acquisition.
The purchase price was allocated on the acquisition date of HZ CXJ as follows:
SCHEDULE OF PURCHASE PRICE ALLOCATED ON ACQUISITION
| As of May 28, 2020 | ||||
| $ | ||||
| Cash at banks and in hand | ||||
| Trade receivables | ||||
| Inventory on hand | ||||
| Prepayments, other receivables and deposits | ||||
| Due from a related party | ||||
| Due to directors | ||||
| Due from a shareholder | ||||
| Operating lease right-of-use assets | ||||
| Total assets | ||||
| $ | ||||
| Account Payable | ( | ) | ||
| Advanced Receipts | ( | ) | ||
| Accrued liabilities, other payable and deposits received | ( | ) | ||
| Due to a related company | ( | ) | ||
| Due to related parties | ( | ) | ||
| Due to directors | ( | ) | ||
| Operating lease liabilities, net of current portion | ( | ) | ||
| Operating lease liabilities, non current portion | ( | ) | ||
| Total liabilities | ( | ) | ||
| Net tangible liabilities | ( | ) | ||
| Goodwill | ||||
| Total purchase price | ||||
| $ | ||||
| Consideration in form of shares | ||||
| Total consideration | ||||
| 30 |
Goodwill
is tested for impairment annually as of the first day of fiscal May or more frequently when events or changes in circumstances indicate
that impairment may have occurred. The Company performed its fourth quarter 2024 annual goodwill impairment test using a quantitative
assessment for its HZ CXJ reporting unit. The quantitative assessment for HZ CXJ reporting unit indicated that its carrying amount exceeded
its fair value, and resulted in full impairment of $
The fair value estimate for the HZ CXJ reporting unit was based on a blended analysis of the present value of future discounted cash flows and market value approach. The significant estimates used in the discounted cash flow model included the Company’s weighted average cost of capital, projected cash flows and the long-term rate of growth. Significant estimates in the market approach model included identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and earnings multiples in estimating the fair value of the reporting unit.
The decline in the fair value of the HZ CXJ’s reporting unit has mainly resulted from changes to its projected revenue growth rates and timeline, which were finalized during the Company’s annual long-term planning process in the fourth quarter of 2025. The HZ CXJ reporting unit has been in operation since June 2019, therefore the Company has less experience estimating the operating performance of this reporting unit. The Company’s expected revenue increase has been slower than anticipated due to the time required to ramp up activity for new customers. In addition, during its long-term planning process performed, the Company made adjustments to reduce its forecasted spend on HZ CXJ in 2025 and beyond, which further impacted expected revenue growth rates and their timing. These changes in critical assumptions related to the reporting unit resulted in a reduction in its estimated fair value.
The
goodwill value $
| 31 |
The summary of impairment loss on goodwill is as below:
SCHEDULE OF IMPAIRMENT LOSS ON GOODWILL
| $ | ||||
| Goodwill as of May 31, 2020 | ||||
| Impaired goodwill written off - May 31, 2021 | ( | ) | ||
| Goodwill as of May 31, 2021 | ||||
| Impaired goodwill written off - May 31, 2022 | ( | ) | ||
| Goodwill as of May 31, 2022 | ||||
| Impaired goodwill written off - May 31, 2023 | ( | ) | ||
| Goodwill as of May 31, 2023 | ||||
| Impaired goodwill written off - May 31, 2024 | ( | ) | ||
| Goodwill as of May 31, 2024 | ||||
| Impaired goodwill written off - May 31, 2025 | ( | ) | ||
| Goodwill as of May 31, 2025 | ||||
NOTE 12. ACCOUNTS PAYABLE
Accounts payable consists of the following:
SCHEDULE OF ACCOUNTS PAYABLE
| As of | ||||||||||||
| February 28, 2026 | May 31, 2025 | Increase/ (Decrease) | ||||||||||
| (unaudited) | (audited) | |||||||||||
| $ | $ | $ | ||||||||||
| Accounts Payable | ( | ) | ||||||||||
The
account payable balance of $
NOTE 13. ADVANCE RECEIVED
Advance received consists of the following:
SCHEDULE OF ADVANCE RECEIVED
| As of | ||||||||||||
| February 28, 2026 | May 31, 2025 | Increase/ (Decrease) | ||||||||||
| (unaudited) | (audited) | |||||||||||
| $ | $ | $ | ||||||||||
| Advance Received | ||||||||||||
Advance
received balance $
As
of February 28, 2026 and May 31, 2025, the advance received are $
The
increment of advanced received goods and serviced $
| 32 |
NOTE 14. ACCRUED EXPENSES, DEPOSITS RECEIVED AND OTHER PAYABLES
Accrued expenses, deposit received and other payable consist of the following:
SCHEDULE OF ACCRUED EXPENSES DEPOSITS RECEIVED AND OTHER PAYABLE
| February 28, 2026 | May 31, 2025 | Increase/ (Decrease) | ||||||||||
| As of | ||||||||||||
| February 28, 2026 | May 31, 2025 | Increase/ (Decrease) | ||||||||||
| (unaudited) | (audited) | |||||||||||
| $ | $ | $ | ||||||||||
| Accrued Expenses | ( | ) | ||||||||||
| Deposit Received | ||||||||||||
| Other Payable | ||||||||||||
| Total | ( | ) | ||||||||||
Accrued
expenses balance $
As
of February 28, 2026 and May 31, 2025, the accrued expenses, deposit received and other payable balances are $
NOTE 15. RELATED PARTY TRANSACTIONS
Amounts due from related parties as of February 28, 2026 and May 31, 2025 are as follows:
SCHEDULE OF RELATED PARTY TRANSACTION
Amounts due from related parties
| As of | ||||||||||
| Relationship with the Company | February 28, 2026 | May 31, 2025 | ||||||||
| (unaudited) | (audited) | |||||||||
| $ | $ | |||||||||
| New Charles Technology Group Limited | ||||||||||
| Hangzhou Xieli Internet Technology Co., Ltd | ||||||||||
| Total | ||||||||||
| 33 |
As
of February 28, 2026, the Company paid expenses $
Amounts due to related parties
| As of | ||||||||||
| ` | Relationship with the Company | February 28, 2026 | May 31, 2025 | |||||||
| (unaudited) | (audited) | |||||||||
| $ | $ | |||||||||
| Cuiyao Luo | ||||||||||
| Rudong Shi | ||||||||||
| Total | ||||||||||
As
of February 28, 2026 Cuiyao Luo advanced $
Business transactions with related parties
As of February 28, 2026 and 2025, the Company has business transactions with minority shareholders, below are the detail:
SCHEDULE OF BUSINESS TRANSACTION WITH RELATED PARTIES
| Name of Related | Relationship with the | Nature of | As of February 28, 2026 | As of February 28, 2025 | ||||||||
| Parties | Company | Revenue | $ | $ | ||||||||
| Jinan Jieshun Vehicle Service Co., Ltd.and Jinan Jiehuiya Vehicle Service Co., Ltd.(1) | Controlled by ShenJie Guo, who owing | |||||||||||
| Suzhou Tongxuan Vehicle Service Co., Ltd. (2) | Controlled by GenRong Zhang, who owing | |||||||||||
| Zhenzhou Maozuo Vehicle Service Co., Ltd. (3) | Controlled by WenZhen Guo, who owing | |||||||||||
| Changsha Shengqun Vehicle Service Co., Ltd.and Shaoyang Hengchao Vehicle Co., Ltd.(4) | Controlled by Zhongxin Lei, who owing | |||||||||||
| Lixuan Hongda Vehicle Service Co., Ltd. (5) | Controlled by Shiguo Wang, who owing | |||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) |
| 34 |
NOTE 16. OPERATING LEASE
The Company has operating leases for its office facilities and warehouse. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.
The following table provides a summary of leases as of February 28, 2026 and May 31, 2025:
SUMMARY OF OPERATING LEASES ASSETS AND LIABILITIES
| Assets/liabilities | Classification | February 28, 2026 $ | May 31, 2025 $ | |||||||
| Assets | ||||||||||
| Operating lease right-of-use assets | Operating lease assets | |||||||||
| Liabilities | ||||||||||
| Current | ||||||||||
| Operating lease liability - current | Current operating lease liabilities | |||||||||
| Long-term | ||||||||||
| Operating lease liability – net of current portion | Long-term operating lease liabilities | |||||||||
| Total lease liabilities | ||||||||||
The operating lease expense for the nine months ended February 28, 2026 and 2025 were as follows:
SCHEDULE OF OPERATING LEASE EXPENSE
| As of February 28, | ||||||||||
| Lease cost | Classification | 2026 | 2025 | |||||||
| $ | $ | |||||||||
| Operating lease cost | General and administrative Expenses | |||||||||
| 35 |
Maturities of operating lease liabilities as of February 28, 2026 were as follows:
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES
| Maturity of Lease Liabilities | Operating Leases $ | |||
| Remaining of 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total lease payments | ||||
| Less: interest | ( | ) | ||
| Present value of lease payments | ||||
Maturities of operating lease liabilities as of May 31, 2025, were as follows:
| Maturity of Lease Liabilities | Operating Leases $ | |||
| Remaining of 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total lease payments | ||||
| Less: interest | ( | ) | ||
| Present value of lease payments | ||||
Supplemental information related to operating leases was as follows:
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO OPERATING LEASES
| For The Three Months Ended February 28, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
| New operating lease assets obtained in exchange for operating lease liabilities | ||||||||
| Weighted average remaining lease term | ||||||||
| Weighted average discount rate | % | % | ||||||
Amortization
expense was $
| 36 |
NOTE 17. INCOME TAXES
United States
Under the current tax laws of United States, the Company and its subsidiaries are not subject to tax on their income or capital gains. In addition, upon of dividends by the Company to its shareholders, no United States withholding tax will be imposed.
British Virgin Island
Under the current tax laws of British Virgin Island, the Company and its subsidiaries are not subject to tax on their income or capital gains. In addition, upon of dividends by the Company to its shareholders, no British Virgin Island withholding tax will be imposed.
Hong Kong
From
year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are
P.R.C China
The
China Corporate Income Tax Law (“CIT Law”) became effective on January 1, 2008. Under the CIT Law, China’s dual tax
system for domestic enterprises and foreign investment enterprises (“FIEs”) was effectively replaced by a unified system.
The new law establishes a tax rate of
The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the three months ended February 28, 2026 and 2025, respectively:
SCHEDULE OF RECONCILES THE PRC STATUTORY RATES TO THE COMPANY’S EFFECTIVE TAX RATE
| 2026 | 2025 | |||||||
| For The Three Months Ended February 28, | ||||||||
| 2026 | 2025 | |||||||
| % | % | |||||||
| PRC statutory rate | ||||||||
| Net operating losses for which no deferred tax assets was recognized | ( | ) | ( | ) | ||||
| The Company’s expense is out of limit than that of PRC statutory tax policy allowed | ||||||||
| Effective income tax rate | ||||||||
Income tax expense for the three months and nine months ended February 28, 2026 and 2025, respectively are as follows:
SCHEDULE OF INCOME TAX EXPENSE
| 2026 | 2025 | |||||||
| For The Three Months Ended February 28, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Current | ||||||||
| Deferred | ||||||||
| Income tax expense | ||||||||
| 2026 | 2025 | |||||||
| For The Nine Months Ended February 28, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Current | ( | ) | ||||||
| Deferred | ||||||||
| Income tax expense | ||||||||
There
is income tax for the three months ended February 28, 2026 and 2025. Income tax credit $
| 37 |
NOTE 18 SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief decision maker, who is the CEO in deciding how to allocate resources and assess performance.
Currently,
the Company has
| (1) | Brand Name Management Fees and Services, mainly provided brand name “Chejiangling/Teenage Hero Car” to the customers. Customers are authorized to operate their workshop under the brand name of “Chejiangling/Teenage Hero Car”. |
| (2) | Motor Oil and Auto Parts, mainly provided motor oil products and spare parts to the customers. |
| (3) | Exhaust Gas Cleaner and Other, mainly provided exhaust gas cleaner products to the customers. |
In the following table, revenue is disaggregated by reportable segments:
SCHEDULE OF DISAGGREGATION OF REVENUE
For the three months ended February 28, 2026
| Brand Name Management Fees and Services Segment | Motor Oil & Auto Parts Segment | Exhaust Gas Cleaner and Others Segment | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Revenue | ||||||||||||||||
| Brand Name Management Fees and Services | ||||||||||||||||
| Motor Oil & Auto Parts | ||||||||||||||||
| Exhaust Gas Cleaners and Others | ||||||||||||||||
| Total Revenue | ||||||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Brand Name Management Fees and Services | ||||||||||||||||
| Motor Oil & Auto Parts | ( | ) | ( | ) | ||||||||||||
| Exhaust Gas Cleaners and Others | ( | ) | ( | ) | ||||||||||||
| Total Cost of Goods Sold | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Selling and Distribution | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and Administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Operating Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment Loss from Operation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest Income | ||||||||||||||||
| Other Expenses | ||||||||||||||||
| Segment Loss Before Income Tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income Tax | ||||||||||||||||
| Segment Loss Attributable to Shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 38 |
For the three months ended February 28, 2025
| Brand Name Management Fees and Services Segment | Motor Oil & Auto Parts Segment | Exhaust Gas Cleaner and Others Segment | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Revenue | ||||||||||||||||
| Brand Name Management Fees and Services | ||||||||||||||||
| Motor Oil & Auto Parts | ||||||||||||||||
| Exhaust Gas Cleaners and Others | ||||||||||||||||
| Total Revenue | ||||||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Brand Name Management Fees and Services | ||||||||||||||||
| Motor Oil & Auto Parts | ( | ) | ( | ) | ||||||||||||
| Exhaust Gas Cleaners and Others | ||||||||||||||||
| Total Cost of Goods Sold | ( | ) | ( | ) | ||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Selling and Distribution | ( | ) | ( | ) | ( | ) | ||||||||||
| General and Administrative | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Operating Expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Segment Loss from Operation | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest Income | ||||||||||||||||
| Other Expenses | ||||||||||||||||
| Segment Loss Before Income Tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Income Tax income | ||||||||||||||||
| Segment Loss Attributable to Shareholders | ( | ) | ( | ) | ( | ) | ||||||||||
| 39 |
NOTE 19 SHAREHOLDER EQUITY
The Company has authorized common shares, par value $. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of February 28, 2026 and May 31, 2025, there were and , respectively, common shares issued and outstanding. There was no new share issued during the period ended February 28, 2026.
NOTE 20. CONCENTRATION OF RISK
(a) Major Customers
For
the three months and nine months ended February 28, 2026 and 2025, the customers who accounted for
SCHEDULE OF MAJOR CUSTOMERS AND SUPPLIERS
| For The Three Months Ended February 28, | For The Three Months Ended February 28, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | % | % | |||||||||||||
| Jinan Jieshun Vehicle Service Co., Ltd. | % | |||||||||||||||
| Suzhou Tongxuan Vehicle Service Co., Ltd. | % | |||||||||||||||
| Total | % | |||||||||||||||
| For The Nine Months Ended February 28, | For The Nine Months Ended February 28, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | % | % | |||||||||||||
| Suzhou Tongxuan Vehicle Service Co., Ltd. | % | |||||||||||||||
| Total | % | |||||||||||||||
(b) Major Suppliers
For the three months and nine months ended February 28, 2026 and 2025, the vendors who accounted for % or more of the Company’s total purchase costs are presented as follows:
| For The Three Months Ended February 28, | For The Three Months Ended February 28, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | % | % | |||||||||||||
| Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd | % | |||||||||||||||
| Total | % | |||||||||||||||
| For The Nine Months Ended February 28, | For The Nine Months Ended February 28, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | % | % | |||||||||||||
| Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd | % | % | ||||||||||||||
| Total | % | % | ||||||||||||||
NOTE 21. SUBSEQUENT EVENT
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the February 28, 2026 to the date these financial statements were issued and has determined that there is no other matter or circumstance arisen since February 28, 2026, which has significantly affected the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years.
| 40 |
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Information included in this Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in our Report for the period ended February 28, 2026 and the condensed consolidated financial statements included in this Report. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report.
Results of Operations
The following table sets forth a summary of our consolidated results of operations and comprehensive loss for the periods presented, both in absolute amount and as a percentage of our revenues for the periods presented. This information should be read together with our audited consolidated financial statements and related notes as well as unaudited interim consolidated financial statements and related notes included elsewhere in this Form 10-Q. The results of operations in any period are not necessarily indicative of our future trends.
| For The Three Months Ended February 28, | Quarter to Quarter Comparison | |||||||||||
| 2026 | 2025 | Increase/ (Decrease) | ||||||||||
| $ | $ | $ | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Revenue | 145,267 | 64,541 | 80,726 | |||||||||
| Cost of Revenue | (75,124 | ) | (2,443 | ) | (72,681 | ) | ||||||
| Gross Profit | 70,143 | 62,098 | 8,045 | |||||||||
| Selling and Distribution Expenses | (94,459 | ) | (46,766 | ) | (47,693 | ) | ||||||
| General and Administrative Expenses | (74,900 | ) | (79,983 | ) | 5,083 | |||||||
| Loss from Operation | (99,216 | ) | (64,651 | ) | (34,565 | ) | ||||||
| Interest Income | 2 | 2 | - | |||||||||
| Other Expense | - | 11 | (11 | ) | ||||||||
| Loss before Income Taxes | (99,214 | ) | (64,638 | ) | (34,576 | ) | ||||||
| Income Taxes | - | - | - | |||||||||
| Loss Attributable to Shareholders | (99,214 | ) | (64,638 | ) | (34,576 | ) | ||||||
| 41 |
Revenues
For the three months period ended February 28, 2026, we generated total revenue of $145,267 that included brand name administrative fee $1,126, motor oil and auto parts $110,356 and exhaust gas cleaner & others $33,785.
| For The Three Months Ended February 28, | ||||||||||||||||||||
| 2026 | % of Net | 2025 | % of Net | Change | ||||||||||||||||
| $ | Sales | $ | Sales | $ | ||||||||||||||||
| Administrative fee of brand name | 1,126 | 0.7 | % | 60,859 | 94.3 | % | (59,733 | ) | ||||||||||||
| Motor oil and auto parts | 110,356 | 76.0 | % | 3,682 | 5.7 | % | 106,674 | |||||||||||||
| Exhaust gas cleaner & others | 33,785 | 23.3 | % | - | - | 33,785 | ||||||||||||||
| Total | 145,267 | 100 | % | 64,541 | 100 | % | 80,726 | |||||||||||||
Total revenues for three months ended February 28, 2026 were $145,267 compared to $64,541 for the three months ended February 28, 2025, which increased by $80,726. Due to the higher demand during Chinese New Year Festival, motor oil and auto part increased by $106,674, exhaust gas cleaner & other increased by $33,785 respectively, and offset brand name administrative fee decreased by $59,733.
The Company are engaging in trading of motor oil and auto parts to their third-party agents in China. Revenues from services consist of administrative of brand name and training fees. Payments of services are generally received before delivery the services.
Sales of Motor Oil and Auto Parts
Revenues related to sales of motor oil and auto parts are recognized in the consolidated statements of operations and comprehensive income/(loss) at the time when the goods are delivered and the ownership transfer to the customers.
Administrative Fee of Brand Name
We earned the brand name administrative fees from our customers, who pay one-time fixed fee RMB100,000, RMB200,000 and RMB300,000 for one year, RMB90,000 for one to three years and RMB200,000 for one to five years for exchange of (1) the right to use the brand name “Chejiangling / Teenage Hero Car” and “ECXJ”, (2) the right to receive 10% of other new shops’ brand name permission fee, (3) the right to receive 5% of other new shops’ selling, and (4) the right to receive 20% of other new shops’ administrative fee. The fee is not refundable.
Cost of Revenue
Cost of revenue consist primarily of costs associated with the purchase of goods. For three months ended February 28, 2026 compared to three months ended February 28, 2025.
| For The Three Months Ended February 28, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| $ | $ | $ | ||||||||||
| Motor oil and auto parts | 65,401 | 2,443 | 62,958 | |||||||||
| Exhaust gas cleaner & others | 9,723 | - | 9,723 | |||||||||
| Total | 75,124 | 2,443 | 72,681 | |||||||||
Cost of revenue for the three months ended February 28, 2026 were $75,124 compared to $2,443 as of ended February 28, 2025, an increment of $72,681. Due to the higher demand during Chinese New Year Festival, motor oil and auto parts increased by $62,958 and exhaust gas cleaner & others increased by $9,723 respectively.
| 42 |
Gross Profit
Gross profit for the three months ended February 28, 2026 is $70,143 compared to $62,098 as of February 28, 2025, an increment of $8,045 is mainly due to the increased of sales of motor oil and auto parts, exhaust gas cleaner & others and decrease of revenue from brand name administrative fee.
Selling and Distribution Expenses
Selling and Distribution expenses include payroll costs, sales-related consultancy fee, travelling expenses, transportation costs, conference and function expenses and other operating expenses associated with sales and marketing.
For three months ended February 28, 2026 compared to three months ended February 28, 2025:
| For The Three Months Ended February 28, | ||||||||||||||||||||
| 2026 | % of Net | 2025 | % of Net | Change | ||||||||||||||||
| $ | Sales | $ | Sales | $ | ||||||||||||||||
| Selling and Distribution Expenses | 94,459 | 65.0 | % | 46,766 | 72.5 | % | 47,693 | |||||||||||||
Selling and Distribution expenses for the three months ended February 28, 2026 were $94,459 compared to $46,766 as of February 28, 2025, an increase of $47,693 is due to increase in payroll costs $24,325, sales commission $21,711, transportation $1,893, travelling expenses $1,146, office expenses $1,136, consultancy fee $150, other expenses $636, and offset with decreased in promotion expenses $2,567 and entertainment expenses $737.
General and Administrative Expenses
General and Administrative (G&A) expenses consist primarily of payroll costs, audit fee, consultancy fee, rental fee and other related expenses.
For three months ended February 28, 2026 compared to three months ended February 28, 2025:
| For The Three Months Ended February 28, | ||||||||||||||||||||
| 2026 | % of Net | 2025 | % of Net | Change | ||||||||||||||||
| $ | Sales | $ | Sales | $ | ||||||||||||||||
| General and Administrative Expenses | 74,900 | 51.6 | % | 79,983 | 123.9 | % | (5,083 | ) | ||||||||||||
G&A expenses for the three months ended February 28, 2026 were $74,900 compared to $79,983 as of February 28, 2025, a decrease of $5,083 was primarily due to the decrease of payroll costs $4,044, stock written off $3,632, consultancy fees $993, travelling expenses $550 and offset with increase in entertainment expenses $1,588, office expenses $1,138, rental $933, R&D expenses $114 and other expenses $363.
Taxation
There were no income tax occurred for the period ended February 28, 2026 and 2025.
The Company, incorporated in the PRC, was governed by the income tax law of the PRC, and is subject to PRC enterprise income tax (“EIT”), The EIT rate of PRC is 25%.
| 43 |
Generally, our PRC subsidiaries, VIEs and their subsidiaries are subject to enterprise income tax on their taxable income in China at a statutory rate of 25%. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.
We are subject to value-added tax at a rate of 13% on sales of motor oil and auto parts and 6% on the services (brand name management services), in each case less any deductible value-added tax we have already paid or borne. We are also subject to surcharges on value-added tax payments in accordance with PRC law.
Net Loss
Net loss $99,214 and $64,638 occurred for the three months ended February 28, 2026 and 2025 respectively, due to the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Since commencing operations, our primary uses of cash have been to finance working capital needs for have financed these requirements primarily from cash generated from operations and related party advances.
Our business is subject to financial risks including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents, operating cash flows.
We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could contractually result in additional dilution to stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.
The following table sets forth a summary of our cash flows for the periods indicated.
| For The Three Months Ended February 28, | Quarter to Quarter | |||||||||||
| 2026 | 2025 | Comparison | ||||||||||
| $ | $ | $ | ||||||||||
| Cash Flows provided by/(used in) operating activities | 129,802 | (395,784 | ) | 525,586 | ||||||||
| Cash Flows used in investing activities | - | (3,175 | ) | 3,175 | ||||||||
| Cash Flows provided by financing activities. | 3,524 | 394,584 | (391,060 | ) | ||||||||
| Effects on change in foreign exchange rate | 1,384 | 4,218 | (2,834 | ) | ||||||||
| Net Change in cash during period | 134,710 | (157 | ) | 134,867 | ||||||||
Operating Activities
Cash flow provided by operating activities is $129,802 for the nine months ended February 28, 2026, as compared to cash flow used in operating activities $395,784 for the nine months ended February 28, 2025, reflecting an increase of cash flow $525,586. The increase is due to net loss decreased by $5,610, increased of advance received $390,344, accrued liabilities and other payables $143,322, prepayments $16,689, operating lease liabilities $9,757, inventory $8,349, deposits and other payables $1,034, and offset cash outflow of accounts payable $32,344, amortization of right-use of assets $8,810, income tax refund $3,475, impairment of intangible assets $3,180, accounts receivable $1,209, and depreciation $501.
| 44 |
Investing Activities
Cash flow used in investing activities is $0 for the nine months ended February 28, 2026 as compared to $3,175 for the nine months ended February 28, 2025, reflecting an increase of cash flow $3,175. The increase is due to no investment in development costs incurred in the nine months ended February 28, 2026.
Financing Activities
Cash flow provided by financing activities is $3,524 and $394,584 for the nine months ended February 28, 2026 and 2025 respectively, reflecting a decrease of cash flow $391,060. The decrease in net cash provided by financing activities was mainly due to decrease in proceeds from share issuance $369,728 and advances from related parties $21,332.
The majority of the Company’s revenues and expenses were denominated primarily in Renminbi (“RMB”), the currency of the People’s Republic of China. There is no assurance that exchange rates between the RMB and the U.S. Dollar will remain stable. Inflation has not had a material impact on the Company’s business.
COMMITMENTS AND CONTINGENCIES
Contractual Obligations
Our contractual obligations as of February 28, 2026 are as follows:
| Payments due by period | ||||||||||||||||
| Operating leases | Total | Less than 1 year | 1-3 years | More than 3 years | ||||||||||||
| Total | 33,793 | 17,729 | 16,064 | - | ||||||||||||
A provision of $84,464 is provided, where the Company has a business dispute with a customer, and no legal action is taken against us.
Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of February 28, 2026.
Off-Balance Sheet Commitments and Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements.
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
| 45 |
ITEM 4 Controls and Procedures.
Management’s Evaluation of Disclosure Controls and Procedures:
We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of period ended November 30, 2025, that our disclosure controls and procedures were not effective.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:
(1) lack of well-established procedures to identify, approve and review related party transactions;
(2) Inadequate design of controls related to business combination transactions accounting given the accounting complexities of business combinations, including, but not limited to, lack of mindset and methods to assess the value of the business prior to acquisition, inadequate process to determine the purchase price, lack of professional understanding to determine when the control of the business acquired is transferred or when the transaction is completed, and inability to make the appropriate disclosure; and
(3) the Board does not have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
Changes in Internal Control over Financial Reporting:
Management concluded that the internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
There were no changes in our internal control over financial reporting during our most recent quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 46 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
As of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Registration Statement filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
There is no other information required to be disclosed under this item that has not previously been reported.
Item 6. Exhibits
| 47 |
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.
| CXJ Group Co., Ltd. | |||
| (Name of Registrant) | |||
| Date: | April 10, 2026 | ||
| By: | /s/ Lixin Cai | ||
| Title: | Chief Executive Officer and Director (Principal Executive Officer) | ||
| By: | /s/ Cuiyao Luo | ||
| Title: | Chief Financial Officer | ||
| Date: | April 10, 2026 | ||
| 48 |
Exhibit 31.1
CERTIFICATION
I, Lixin Cai, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CXJ Group Co., Ltd. (the “Company”) for the quarter ended February 28, 2026;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | April 10, 2026 | ||
| By: | /s/ Lixin Cai | ||
| Title: | Chief Executive Officer and Director (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION
I, Cuiyao Luo, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CXJ Group Co., Ltd. (the “Company”) for the quarter ended February 28, 2026;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | April 10, 2026 | ||
| By: | /s/ Cuiyao Luo | ||
| Title: | Chief Financial Officer | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CXJ Group Co., Ltd. (the “Company”) on Form 10-Q for the period ending February 28, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: | April 10, 2026 | ||
| By: | /s/ Lixin Cai | ||
| Title: | Chief Executive Officer and Director (Principal Executive Officer) | ||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CXJ Group Co., Ltd. (the “Company”) on Form 10-Q for the period ending February 28, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: | April 10, 2026 | ||
| By: | /s/ Cuiyao Luo | ||
| Title: | Chief Financial Officer | ||