10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

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

Forthe quarter ended August 31, 2025

☐ TRANSITION

REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ____________to ____________

Commission

File Number: 000-56425

CXJGROUP CO., Limited

(Exact name of registrant as specified in its charter)

Nevada	85-2041913
(State<br> or jurisdiction of<br><br> <br>Classification<br> Code Number)	(I.R.S.<br> Employer incorporation<br><br> <br>or<br> organization)

Room401, 4th Floor, East Block Building 5,

XintiandiBusiness Center, No. 7 Anqiaogang Road,

GongshuDistrict, Hangzhou City,

ZhejiangProvince, China 310017.

(Address of principal executive offices, including zip code)

(86)18668175727

(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.

YES

☒ 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).

YES

☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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 October 13, 2025
Common<br> Stock, $0.001 par value	102,270,517

CXJ

GROUP CO LIMITED.

TABLE

OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	3
ITEM<br> 1.	Financial Statements:	3
	Condensed Consolidated Balance Sheets as of August 31, 2025 (unaudited) and May 31, 2025 (audited)	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended August 31, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended August 31, 2025 and 2024 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2025 and 2024 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements	8-40
ITEM<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
ITEM<br> 3.	Quantitative and Qualitative Disclosures About Market Risk	45
ITEM<br> 4.	Controls and Procedures	46
PART II	OTHER INFORMATION	46
ITEM<br> 1.	Legal Proceedings	46
ITEM<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
ITEM<br> 3.	Defaults Upon Senior Securities	46
ITEM<br> 4.	Mine Safety Disclosures	46
ITEM<br> 5.	Other Information	47
ITEM<br> 6.	Exhibits	47
Signatures		48

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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”<br> and “the PRC” are to the People’s Republic of China.
●	“Company”,<br> “ECXJ”, “we”, “us” and “our” are to CXJ Group<br> Co., Limited, a Nevada corporation.
●	“BVI<br> CXJ” are to CXJ Investment Group Company Ltd. a British Virgin Islands company and<br> wholly owned subsidiary of CXJ Group Co., Limited (“ECXJ”), and a holding company.
●	“HK<br> CXJ” are to CXJ (HK) Technology Group Company Ltd., a Hong Kong company and wholly<br> owned subsidiary of CXJ Investment Group Company Ltd (“BVI CXJ”), and a holding<br> company.
●	“WFOE”<br> are to CXJ (Shenzhen) Technology Co., Ltd or “SZ CXJ”, a PRC company and wholly<br> owned subsidiary of CXJ (HK) Technology Group Company Ltd (“HK CXJ”), and a holding<br> company.
●	“Consolidated<br> VIE” are to CXJ Technology (Hangzhou) Co., Ltd or “HZ CXJ” and its subsidiaries,<br> a PRC company and a variable interest entity.
●	“Longkou<br> CXJ” are to Longkou Xianganfu Trading Co., Ltd, a PRC company and wholly owned subsidiary<br> of CXJ (Shenzhen) Technology Co., Ltd (“SZ CXJ”).
●	“Qingdao<br> CX” are to Qingdao Hong Run Kuo Ye Network Technology Co., Ltd, a PRC company and wholly<br> owned subsidiary of CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”), which is not<br> conducted any operations.
●	“Exchange<br> Act” are to the Securities Exchange Act of 1934, as amended.
●	“SEC”<br> are to the U.S. Securities and Exchange Commission.
●	“US<br> dollars”, “dollars” and “$” are to the legal currency of the<br> United States.
●	“Renminbi”<br> and “RMB” are to the legal currency of China.
●	“SAFE”<br> are to the State Administration of Foreign Exchange of the People’s Republic of China.
●	“VIE<br> Agreements” are to the agreement entered into by and between CXJ (Shenzhen) Technology<br> Co., Limited (“SZ CXJ”) and CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”)<br> to qualify HZ CXJ as a variable interest entity, specially, the Consulting Service Agreement,<br> the Business Operation Agreement, the Proxy Agreement, the Equity Disposal Agreement, and<br> the Equity Pledge Agreement.
●	“Ordinary<br> shares” are to our Class A ordinary share, par value $0.001 per share.

PART

I - FINANCIAL INFORMATION

ITEM1. 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.

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CXJ

GROUP CO., LIMITED

CONDENSED

CONSOLIDATED BALANCE SHEETS

AS

OF August 31, 2025 and May 31, 2025

(CurrencyExpressed In United States Dollars (“US$”), Except For Number Of Shares)

		May 31, 2025
		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
Intangible assets, net
Goodwill
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, 0.001 par value, 490,000,000 and 490,000,000 shares authorized, 102,270,517 and 102,270,517   shares issued and outstanding as of August 31,2025 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

All values are in US Dollars.

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CXJ

GROUP CO., LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE

LOSS

FOR

THE THREE MONTHS ENDED AUGUST 31, 2025

and

2024

(CurrencyExpressed In United States Dollars (“US$”), Except For Number Of Shares)

	For The Three Months Ended
	August 31, 2025		August 31, 2024
	Unaudited		Unaudited
Revenue
Cost of revenue		)		)
Gross profit
Selling and distribution expenses		)		)
General and administrative expenses		)		)
Loss from operations		)		)
Interest income
Other expenses		)		)
Loss before income tax		)		)
Income tax credit
Loss attributable to shareholders		)		)
Other comprehensive loss:
- Foreign exchange adjustment loss		)		)
Comprehensive loss		)		)
Net loss per share - Basic and diluted		)		)
Weighted average number of common shares outstanding – Basic and diluted

All values are in US Dollars.

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CXJ

GROUP CO., LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR

THE THREE MONTHS ENDED AUGUST 31, 2025 AND 2024

(CurrencyExpressed In United States Dollars (“US$”), Except For Number Of Shares)

(Unaudited)

Forthe three months ended August 31, 2025

---

	Common Stock			Additional	Accumulated Other				Total
	Number of <br> Shares		Amount	Paid-In Capital	Comprehensive Income		Accumulated Deficit		Stockholders’ Equity
Balance as of May 31, 2025		102,270,517						)		)
Foreign Exchange Adjustment Loss		-				)				)
Net Loss		-						)		)
Balance as of August 31, 2025		102,270,517						)		)

All values are in US Dollars.

---

Forthe three months ended August 31, 2024

	Number of <br> Shares		Amount	Paid-In Capital	Comprehensive Income		Accumulated Deficit		Stockholders’ Equity
	Common Stock			Additional	Accumulated Other				Total
	Number of <br> Shares		Amount	Paid-In Capital	Comprehensive Income		Accumulated Deficit		Stockholders’ Equity
Balance as of May 31, 2024		101,710,517						)
Balance		101,710,517						)
Foreign Exchange Adjustment Loss		-				)				)
Net Loss		-						)		)
Balance as of August 31, 2024		101,710,517						)
Balance		101,710,517						)

All values are in US Dollars.

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CXJ

GROUP CO., LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FORTHE THREE MONTHS ENDED AUGUST 31, 2025 and 2024

(CurrencyExpressed In United States Dollars (“US$”), Except For Number Of Shares)

(Unaudited)

	For The Three Months Ended
	August 31, 2025		August 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		)		)
Adjustments to reconcilenet loss to net cash provided by operating activities
Depreciation and amortization
Amortization of right-of-use assets
Impairment of intangible assets
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 operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible assets				)
Net cash used in investing activities				)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from/(to) related parties				)
Net cash provided by/(used in) 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

All values are in US Dollars.

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CXJ

GROUP CO., LIMITED

NOTES

TO CONDENSED CONSOLIDATED STATEMENTS

FORTHE THREE MONTHS ENDED AUGUST 31, 2025 and year ended may 31, 2025

EXPRESS

IN UNITED STATES DOLLARS

(Unaudited)

NOTE

1. BUSINESS

---

RegulatoryOverview – 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.

RiskRelated 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<br> we have been advised by our PRC counsel that the ownership structures of our PRC subsidiary<br> and SZ CXJ VIE in China do not violate any applicable PRC law, regulation, or rule currently<br> in effect and that the VIE Agreements are valid, binding, and enforceable in accordance with<br> their terms and applicable PRC laws and regulations currently in effect, but that such ownership<br> structures have not been tested in court, ECXJ faces uncertainty with respect to future actions<br> by the PRC government that could significantly affect the enforceability of the VIE Agreements,<br> SZ CXJ VIE’s financial performance, and the value of a shareholder’s ECXJ shares.
●	Although<br> the PRC’s Ministry of Commerce and its National Development and Reform Commission have<br> announced new edicts regarding the use of VIEs for new overseas offerings, they have indicated<br> that such new requirements will not affect the foreign ownership of companies already listed<br> overseas. Nonetheless, there can be no assurance that such new rules and regulations will<br> not be applied retroactively which may have a substantial negative

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| --- | | ● | On<br> March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law,<br> which took effect on January 1, 2020. Since it is relatively new, substantial uncertainties<br> exist in relation to its interpretation and implementation including future laws, administrative<br> regulations, or provisions of the State Council to provide for contractual arrangements as<br> a form of foreign investment. Therefore, it is uncertain whether our contractual arrangements<br> would be deemed to be in violation of the market access requirements for foreign investment<br> in the PRC, and if they are deemed to be in violation, how our contractual arrangements should<br> be dealt with. | | --- | --- | | ● | Neither<br> the Company nor its shareholders have a direct equity ownership interest in SZ CXJ VIE. The Company’s<br>relationship to the VIE is defined by the VIE Agreements. Therefore, should the Chinese government disallow or limit the use of the VIE,<br>it could result in your shares significantly declining in value or becoming worthless. |

RiskRelated to Doing Business in China

●

The<br> Chinese government may choose to exercise significant oversight and discretion over the conduct<br> of our business operations in China and may intervene in or influence our operations at any<br> time, which could result in a material change in our and our VIE’s operations and/or<br> the value of your shares.

●

Regulatory<br> authorities in China have recently implemented regulations concerning privacy and data protection<br> and more stringent laws and regulations may be introduced in China. The PRC Cybersecurity<br> Law provides that personal information and important data collected and generated by operators<br> of critical information infrastructure in the course of their operations in the PRC should<br> be stored in the PRC, and the law imposes heightened regulation and additional security obligations<br> on operators of critical information infrastructure. The Measures for Cybersecurity Review<br> (2021) stipulate that operators of critical information infrastructure purchasing network<br> products and services and online platform operators (together with the operators of critical<br> information infrastructure, the “Operators”) carrying out data processing activities<br> that affect or may affect national security shall conduct a cybersecurity review, and any<br> online platform operator who controls more than one million users’ personal information<br> must go through a cybersecurity review by the cybersecurity review office if it seeks to<br> 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<br> Company relies on dividends and other distributions on equity paid by our subsidiaries to<br> fund our cash and financing requirements, and any limitation on the ability of our subsidiaries<br> to make payments to us could<br>have a material adverse effect on our financial position. SZ CXJ and it’s VIE’s ability to distribute dividends is based<br>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.

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| --- | | ● | To<br> address persistent capital outflows and the RMB’s depreciation against the U.S. dollar<br> in the fourth quarter of 2016, the People’s Bank of China and the State Administration<br> of Foreign Exchange, or SAFE, implemented a series of capital control measures in the subsequent<br> months, including stricter vetting procedures for China-based companies to remit foreign<br> currency for overseas acquisitions, dividend payments, and shareholder loan repayments. The<br> PRC government may continue to strengthen its capital controls and our PRC subsidiaries’<br> dividend payments and other distributions may be subject to tightened scrutiny in the future.<br> The PRC government also imposes controls on the conversion of RMB into foreign currencies<br> and the remittance of currencies out of the PRC. Therefore, SZ CXJ and our VIE may experience<br> difficulties in completing the administrative procedures necessary to obtain and remit foreign<br> currency for the payment of dividends from their profits, if any. Furthermore, if our PRC<br> subsidiaries incur debt on their own in the future, the instruments governing the debt may<br> restrict their ability to pay dividends or make other payments. | | --- | --- | | ● | In<br> addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding<br> tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident<br> enterprises unless reduced under treaties or arrangements between the PRC central government<br> and the governments of other countries or regions where the non-PRC resident enterprises<br> are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong<br> Special Administrative Region, the withholding tax rate with respect to the payment of dividends<br> by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from the standard rate<br> of 10%. However, if the relevant tax authorities determine that our transactions or arrangements<br> are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities<br> may adjust the favorable withholding tax in the future. Accordingly, there is no assurance<br> that the reduced 5% withholding rate will apply to dividends received by our Hong Kong subsidiary<br> from our PRC subsidiaries. This withholding tax will reduce the amount of dividends we may<br> receive from our PRC subsidiaries. | | ● | A<br> downturn in the Chinese or global economy or a change in economic and political policies<br> of China could materially and adversely affect our VIE’s business and financial condition.<br> Any deterioration in our VIE’s business could have a negative impact on the Company’s<br> financial position and, in turn, on the value of its common stock. See “Item 1A. Risk<br> Factors – 3) Risks Related to Doing Business in China - A downturn in the Chinese or<br> global economy, or a change in economic and political policies of China, could materially<br> and adversely affect our VIE’s business and financial condition”. | | ● | Our<br> business operations are conducted in China through our VIE and its subsidiaries. If we should<br> become subject to the recent scrutiny, criticism, and negative publicity involving U.S. listed<br> China-based companies, we may have to expend significant resources to investigate and/or<br> defend negative allegations. If such allegations cannot be addressed and resolved favorably,<br> it could result in a material change in the business operations of our PRC subsidiaries,<br> significantly limit our ability to obtain financing through the sale of additional securities,<br> and cause our securities to significantly decline in value or be worthless. | | ● | There<br> are political risks associated with conducting business in Hong Kong and China. | | ● | Although<br> our current independent registered public accounting firm is headquartered in Kuala Lumpur,<br> Malaysia and, therefore, we believe that its work papers are available for inspection by<br> the PCAOB, our common stock could, in the future, be delisted under the Holding Foreign Companies<br> Accountable Act, as amended by the Consolidated Appropriations Act, 2023 and related regulations,<br> if the PCAOB is unable to inspect our auditors in the future. The delisting of our common<br> stock, or the threat of its being delisted, may materially and adversely affect the value<br> of your investment. |

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Implicationsof 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.

---

CompanyOverview

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 04, 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 10,000,000 shares of Series A Preferred stock and 17,700,000 shares of common stock for a purchase price of $175,000.

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 1 for 200 reverse stock split, while the authorized shares of common stock and preferred shares totally had been increased to

500,000,000

. As a result of the foregoing we changed our trading symbol from GNTP and began trading as ECXJ on August 5, 2019.

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 1,500,000 preferred stock of the Company (“Shares”) owned by the Seller, for an amount of $1,500.

On October 8, 2019, Xinrui Wang, Wenbin Mao and Baiwan Niu effectuated a 1 for 10 conversion

to convert all their preferred stock totaling 10,000,000 to 100,000,000 common shares. As a result of the conversion, there was no preferred stock outstanding of the Company as of October 8, 2019.

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 1,364,800 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 223,500 shares at a price of $0.66 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 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 $147,510. The $147,510 in proceeds went directly to the Company as working capital.

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 51% equity of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd), a Chinese company (“Xishijie”) with a purchase price of RMB 1 yuan. After this Agreement comes into force, Xishijie Automobile Industry Ecology Technology Co., Ltd will no longer the subsidiary of CXJ Group Co., Ltd.

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 160,000 shares at a price of $0.657 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The net proceeds to the Company amounted to $105,128 and went directly to the Company as working capital.

On

September 1, 2024, the Company entered the Subscription Agreement with Shiguo Wang (the “Purchaser”) to issue and sales of an aggregate of 200,000 shares at a price of $0.675 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The net proceeds to the Company amounted to $135,000 and went directly to the Company as working capital.

On

September 2, 2024, the Company entered the Subscription Agreement with Shiguo Wang (the “Purchaser”) to issue and sales of an aggregate of 200,000 shares at a price of $0.648 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The net proceeds to the Company amounted to $129,600 and went directly to the Company as working capital.

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

Basisof presentation and liquidation

The condensed consolidated balance Sheets as of August 31, 2025 and May 31, 2025 and the condensed consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flow for the three months ended August 31, 2025 and 2024 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 $46,776 and $41,567 during the three months ended August 31, 2025 and 2024 , respectively. As of August 31, 2025 and May 31, 2025, the Company had an accumulated deficit of $7,694,281 and $7,647,505 , respectively. The Company’s net cash inflow provided by operations was $34,787 during the three months ended August 31, 2025.

As

of August 31, 2025 and May 31, 2025, the Company had cash and cash equivalents of $49,246  and $10,037 and current liabilities of $1,954,022 and $1,855,286  respectively. The Company’s China subsidiaries and VIE are subject to preapproval from the State Administration of Foreign Exchange (“SAFE”) for non-domestic financing. Additionally, the amount of cash available for transfer from the China subsidiaries and the VIE for use by the Company’s non-China subsidiaries is also limited both by the liquidity needs of the subsidiaries in China and the restriction on foreign currency exchange by Chinese-government mandated limitations including currency exchange controls on certain transfers of funds outside of China.

GoingConcern 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 $7,694,281 as of August 31, 2025 and generated a net loss $46,776 during the period three months ended August 31, 2025. Furthermore, the Company recorded a net cash inflow of $34,787 from operating activities as of August 31, 2025.

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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Principlesof 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 income (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<br> Investment Group Company Ltd (BVI CXJ)	2020/2/19	US<br> CXJ	100%	Investment<br> holding	British<br> Virgin Islands
CXJ<br> (HK) Technology Group Company Ltd (HK CXJ)	2020/3/11	BVI<br> CXJ	100%	Investment<br> holding	Hong<br> Kong, PRC
CXJ<br> (Shenzhen) Technology Co., Ltd (SZ CXJ)	2020/5/26	HK<br> CXJ	100%	Investment<br> holding	PRC
Longkou<br> Xianganfu Trading Co., Ltd. (Longkou CXJ)	2018/4/23	SZ<br> CXJ	100%	Trading<br> and consultancy services	PRC
VIE:
CXJ<br> Technology (Hangzhou) Co., Ltd. (HZ CXJ)	2019/3/28	SZ<br> CXJ	100%	Trading,<br> brand name management fee and consultancy services	PRC
Qingdao<br> Hong Run Kuo Ye Network Technology Co., Ltd. (Qingdao CXJ)	2019/8/19	HZ<br> CXJ	100%	Trading<br> and consultancy services	PRC

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Risksand Uncertainties

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Risksof 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.

Risksin 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 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.

TechnologyInnovation 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.

Useof 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, allowance of deferred tax asset, useful lives and impairment of long-lived assets, valuation of intangible assets acquired and impairment of goodwill. Actual results may materially differ from these estimates.

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ForeignCurrency

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<br> assets and liabilities at exchange rates in effect at the end of each period
●	Nonmonetary<br> assets and liabilities at historical rates
●	Revenue<br> 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<br> and liabilities at the rate of exchange in effect at the balance sheet date
●	Equities<br> at the historical rate
●	Revenue<br> 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

		2024
Period-end RMB: US1 exchange rate	7.13		7.09
Period-average RMB: US1 exchange rate	7.18		7.22
Exchange rate	7.18		7.22

All values are in US Dollars.

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.

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Cashand 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 supplies.

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AccountsReceivable 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 no provision for doubtful accounts for the period ended August 31, 2025.

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 5five to ten years. Buildings  are being depreciated over 25twenty-five years. Expenditures for major improvements and betterments are capitalized, while minor repairs and maintenance are charged to expense as incurred. Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded.

IntangibleAssets

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 nil and $1,588 during the period ended August 31, 2025 and 2024 respectively.

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Operatingleases

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.

Impairmentof 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 $1,742,577 are fully impaired during the year ended May 31, 2025.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual and interim reporting periods beginning after December 15, 2022 for smaller reporting companies. The Company has early adopted ASU 2017-04 on June 1, 2020.

Revenuerecognition

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.

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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.

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Salesand distribution expenses

Sales and distribution expenses consist of payroll related costs, promotion expenses, transportation costs, conference expenses, office expenses, travelling and entertainment expenses.

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Generaland administrative expenses

General and administrative expenses consist of payroll related costs, consultancy expenses, impairment of goodwill, rental expenses, office expense, travelling and entertainment expenses.

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Value-addedtaxes

Revenue is recognized net of value-added taxes (“VAT”). The VAT is based on gross sales price and VAT rates applicable to the Company is 17% for the period from the beginning of 2018 till the end of April 2018, then changed to 16% from May 2018 to the end of March 2019, and changed to 13% from April 2019. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger than input VAT and is recorded as VAT recoverable if input VAT is larger than output VAT. All of the VAT returns filed by the Company’s subsidiaries in China, have been and remain subject to examination by the tax authorities.

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Incometaxes

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.

Statutoryreserves

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 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital. As of May 31, 2025 the Company’s WFOE and its VIEs did not make the provision for the statutory reserves.

Earningsper share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS 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.

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FairValue 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.

Commitmentsand 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.

Comprehensiveincome

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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Segmentreporting

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.

Significantrisk

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VIEStructure risk

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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.

Liquidityrisk

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We had cash flows from operating activities $

34,787 and $75,876 , accumulated deficit from recurring net losses $46,776 and $41,567

incurred for the financial year the three months ended August 31, 2025 and 2024. These conditions raise substantial doubt about our ability to continue as a going concern.

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Currencyrisk

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 RMB500,000 for one bank. However, the Company believes that the risk of failure of any of these Chinese banks is remote. Bank failure is uncommon in the PRC and the Company believes that those Chinese banks that hold the Company’s cash and cash equivalents and short-term investments are financially sound based on public available information.

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.

Concentrationof risk

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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 August 31, 2025, the revenue from four customers were more than 10% of total revenue. They were accounted for $65,783 or 72.1% of total revenue.     For the three months ended August 31, 2024, there was no single customer’s revenue more than 10% of total revenue.

3)Major vendors

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A

significant amount of the purchase costs is derived from major Vendors. For the three months ended August 31, 2025, the Company had two vendors that accounted for $10,986 or 93.8%, and $680 or 5.8% of total purchase costs, respectively  . For the three months ended August 31, 2024, the Company had a vendor that accounted for $28,688 or 148% of total purchase costs.

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Interestrate 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.

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Relatedparty transaction

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

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.

Businesscombination

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.

RecentlyIssued Accounting Standards

Recently Adopted Accounting Standard Updates – ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Lossesfor Accounts Receivable and Contract Assets for Private Companies and Certain Not-For-Profit Entities. This ASU amends ASC 326-20 in part to provide a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and/or current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. This ASU will be effective for all entities for annual reporting periods beginning after December 15, 2025, and for interim reporting periods within those annual reporting periods. Early adoption of this ASU is permitted and should be applied prospectively. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements.

ASUNo. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisitionof 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.

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ASU2025-02 - 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 December 31, 2024. The adoption had no impact on the Company’s financial statements.

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.

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 100% interest in HK CXJ and HK CXJ owns 100% interest in SZ CXJ. SZ CXJ controls 100% interest in HZ CXJ through VIE contractual arrangements as disclosed in Note 4. Such reorganization was completed on May 28, 2020.

On

June 18, 2019, the Company underwent a change of control as a result of the transfer of 10,000,000 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 17,700,000 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 1,364,800 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 51% equity interest of Shenzhen Lanbei Ecological Technology Co., Ltd (a Chinese company) from Shenzhen Baiwen Enterprise Management Consulting Co., Ltd with a purchase consideration of RMB1. After the acquisition comes into effect, Shenzhen Lanbei Ecological Technology Co., Ltd shares rofits and risks and losses in proportion to the equity. Lixin Cai became the legal representative of Shenzhen Lanbei Ecological Technology Co., Ltd.

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On

June 14, 2022, the Company completed the issuance and sales of an aggregate of 223,500 shares at a price of $0.66 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 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 $147,510. The $147,510 in proceeds went directly to the Company as working capital.

On

November 4, 2022, CXJ (Shenzhen) Technology Co., Ltd acquired 100% equity interest of Longkou Xianganfu Trading Co., Ltd (a Chinese company) from Rudong Shi with a purchase consideration of RMB1. After the acquisition came into effect, Longkou Xianganfu Trading Co., Lt shares profits and risks and losses in proportion to the equity. Rudong Shi became the legal representative of Longkou Xianganfu Trading Co., Ltd.

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 51% equity of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd), a Chinese company (“Xishijie”) with a purchase price of RMB 1 yuan to Mr. Qing Wang.

NOTE

4. VIE STRUCTURE AND ARRANGEMENTS

VariableInterest 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 $1.5 million (RMB 10 million). It is 100% owned by Mr. Lixin Cai prior to its acquisition by the Company.

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 ServiceAgreement”), 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.

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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 “OptionAgreement”), 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.

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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<br> power to direct activities of HZ CXJ that most significantly impact such entity’s economic performance, and
b)	The<br> 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 May 31, 2025 and 2024. 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

	August 31, 2025		May 31, 2025
Current assets		435,539		384,703
Noncurrent assets		12,533		13,214
Total assets		448,072		397,917
Total liabilities		1,057,743		977,399
Net liabilities		(609,671		(579,482

All values are in US Dollars.

The VIE’s liabilities consisted of the following as of August 31, 2025 and May 31, 2025:

	August 31, 2025	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 noncurrent liabilities
Operating lease obligations, net of current portion
Total noncurrent liabilities
Total liabilities

All values are in US Dollars.

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The operating results of the VIE as of August 31, 2025 and 2024 were as follows:

	For the three months ended<br> August 31,
	2025		2024
Revenue		91,005		114,382
Total operating costs and expenses		(116,030		(137,274
Loss from operations		(25,025		(22,892
Interest income		1		2
Other expenses		(114		(165
Loss before income tax		(25,138		(23,055
Income tax income		-		2,263
Loss after taxation		(25,138		(20,792
Less: Non-controlling interest		-		-
Net loss for the period		(25,138		(20,792

All values are in US Dollars.

The cash flows of VIE as of August 31, 2025 and 2024 were as below:

	For the three months ended<br> August 31,
	2025		2024
Cash Flows Used In Operating Activities		42,784		2,645
Cash Flows Provided By/(Used In) Investing Activities		403		421
Cash Flows (Used In)/Provided By Financing Activities.		836		(4,155	)
Effects On Change In Foreign Exchange Rate		344		9
Net Change In Cash During The Period		44,367		(1,080	)

NOTE

5. ACCOUNTS RECEIVABLE, NET

As

of August 31, 2025 and May 31, 2025, there are no allowance for expected credit loss, our accounts receivables are $2,997 and $2,972 respectively.

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NOTE

6. PREPAYMENTS

As

of August 31, 2025 and May 31, 2025, prepayments are $42,321 and $37,520   respectively.

SCHEDULE OF PREPAID EXPENSES

	As of
	August 31, 2025	May 31, 2025	Increase/ (Decrease)
	(unaudited)	(audited)
Prepayments

All values are in US Dollars.

Prepayments

balance $42,321consist of advances to suppliers for providing goods and services. As of August 31, 2025 and May 31, 2025, the prepayments balances are $42,321 and $37,520 respectively, as compared that is an increase of $4,801, the increment is mainly due to prepayment to suppliers for goods and services.

NOTE

7. DEPOSITS AND OTHER RECEIVABLES

Deposits and other receivables consisted of the following as of August 31, 2025 and May 31, 2025:

SCHEDULE

OF DEPOSITS AND OTHER RECEIVABLES

	As of
	August 31, 2025	May 31, 2025	Increase/ (Decrease)
	(unaudited)	(audited)
Deposits paid
Other receivables
Total

All values are in US Dollars.

Deposits

balance $22,387 is deposits paid to landlord for renting office and warehouse. Other receivables balance $68,890 is the advances to staff for business conference and function, travelling expenses and office expenses.

As

of August 31, 2025 and May 31, 2025, the deposit and other receivables balances are $91,277   and $82,012 respectively, as compared that is an increase of $9,265. The increment is mainly due to increase in deposit $9,058 and staff advances $207.

NOTE

8. INVENTORY, NET

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Inventory consisting principally of product held for sale, is stated at the weighted average cost and net realizable value. As of August 31, 2025 and May 31, 2025, the inventory consists as of following:

SCHEDULE

OF INVENTORY NET

	As of
	August 31, 2025	May 31, 2025	Increase/ (Decrease)
	(unaudited)	(audited)
Inventory, net				)

All values are in US Dollars.

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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 3three to five years.

Property, plant and equipment  consisted of the following:

SCHEDULE

OF PROPERTY AND EQUIPMENT

	As of
	August 31, 2025		May 31, 2025		Increase/ (Decrease)
Property, Plant and Equipment
Less: Accumulated depreciation		)		)		)
Foreign translation difference		)		)
Total						)

All values are in US Dollars.

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 $1,406,470 (or RMB10,000,000) by capitalization of purchased patents.

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 August 31, 2025 and May 31, 2025. The impairment loss incurred during the period ended August 31, 2025 and 2024 is $0 and $1,588 respectively.

NOTE

11. BUSINESS COMBINATION AND GOODWILL

On

May 28, 2020, ECXJ completed the acquisition of 100% equity interest of HZ CXJ. The Company is an automobile aftermarket products wholesaler, as well as an auto detailing store consultancy company in Hangzhou City, Zhejiang Province through this acquisition. The purchase consideration is $4,094,453, consists of 1,364,800 shares of the Company’s common stock issued to HZ CXJ’s original owner fair valued at the acquisition date. These shares were issued on May 28, 2020. The Company accounted for the acquisition using the purchase method of accounting for business combination under ASC 805. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities based on their estimated fair values as of the acquisition date.

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

All values are in US Dollars.

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

All values are in US Dollars.

Consideration in form of shares
Total consideration

All values are in US Dollars.

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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 $1,742,577 in the fourth quarter of 2025. This non-cash impairment charge is presented within the General & Administrative Expenses line for 2025 in the accompanying Consolidated Statements of Operations. As at May 31, 2025, the goodwill balance is nil.

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 $4,763,015 is occurred on the acquisition. The impairment loss on goodwill of $1,742,577 and $1,049,984, were recognized during the year ended May 31, 2025 and 2024 respectively. There were no impairment loss on goodwill recognized during the three months period ended August 31, 2025 and 2024 respectively. As of August 31, 2025, the balance of goodwill is nil.

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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

All values are in US Dollars.

NOTE

12. ACCOUNTS PAYABLE

Accounts payable consists of the following:

SCHEDULE OF ACCOUNTS PAYABLE

	As of
	August 31,  2025	May 31, 2025	Increase/ (Decrease)
	(unaudited)	(audited)
Accounts Payable				)

All values are in US Dollars.

The

account payable balance of $64,173 includes payable to vendors for motor oil and auto parts.

NOTE

13. ADVANCE RECEIVED

Advance received consists of the following:

SCHEDULE OF ADVANCE RECEIVED

	As of
	August 31,  2025	May 31, 2025	Increase/ (Decrease)
	(unaudited)	(audited)
Advance Received

All values are in US Dollars.

Advance

received balance $672,733 consists of advances from customer for brand name management fees $99,897 and providing of goods and services $572,836.

As

of August 31, 2025 and May 31, 2025, the advance received are $672,733 and $595,108 respectively, as compared that is an increase of $77,625. The increment is mainly due to increase in advanced received goods and services $147,491 and offset with decrease of brand name management fee $69,866.

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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

	As of
	August 31,  2025	May 31, 2025	Increase/ (Decrease)
	(unaudited)	(audited)
Accrued Expenses
Deposits Received
Other Payables
Total

All values are in US Dollars.

Accrued

expenses balance $637,993 consists payroll related costs, legal fee, audit fee and VAT payable. Deposit received balance $68,023 is the warranty for usage of brand name. Other payable balance $125,637 includes the provision $84,151 for business dispute with a customer in the year 2020  , short term borrowing from third party $33,071  and $8,415 is the refundable intention fees.

As

of August 31, 2025 and May 31, 2025, the accrued expenses, deposit received and other payable balances are $831,653 and $808,784 respectively, as compared that is an increase of $22,869. The increment is mainly due to increase in accrued expenses $11,420, deposits received $568 and short term borrowing from third party $10,881.

NOTE

15. RELATED PARTY TRANSACTIONS

Amounts due from related parties as of August 31, 2025 and May 31, 2025 are as follows:

SCHEDULE OF RELATED PARTY TRANSACTION

Amountsdue from related parties

		As of
	Relationship with the<br><br> <br>Company	August 31,<br> 2025
		(unaudited)
				$
New Charles Technology Group Limited	Controlled by Lixin Cai, CEO and Director of the Company		300	300
Hangzhou Xieli Internet Technology Co., Ltd	Controlled by Cuiyao Luo, CFO and major shareholders of the Company		82,862	82,171
Total			83,162	82,471

All values are in US Dollars.

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As

of August 31, 2025, the Company paid expenses $300 on behalf of New Charles Technology Group Limited and advanced a short term loan $82,862 to Hangzhou Xielie Internet Technology Co., Limited to pay administrative expenses, which is unsecured, interest-free and repayable on demand.

Amountsdue to related parties

		As of
`	Relationship with the<br><br> <br>Company	August 31,<br> 2025
		(unaudited)
				$
Cuiyao Luo	CFO & major shareholder		363,511	359,662
Rudong Shi	Director		9,677	9,597
Total			373,188	369,259

All values are in US Dollars.

As

of August 31, 2025 Cuiyao Luo advanced $363,511and Rudong Shi advanced $9,677 respectively to the Company   as working capital and to pay administrative expenses, which is unsecured, interest-free and payable on demand for working capital purpose.

Businesstransactions with related parties

As of August 31, 2025 and 2024, the Company has business transactions with minority shareholders, below are the detail:

SCHEDULE OF BUSINESS TRANSACTION WITH RELATED PARTIES

Name of Related Parties	Relationship with the Company	Nature of Revenue	As of August 31, 2025
					$
Jinan Jieshun Vehicle Service Co., Ltd.and Jinan Jiehuiya Vehicle Service Co., Ltd.^(1)^	Controlled by ShenJie Guo, who owing 0.015% of Company equity	Brand name management fee		16,424	-
Suzhou Tongxuan Vehicle Service Co., Ltd. ^(2)^	Controlled by GenRong Zhang, who owing 0.015% of Company equity	Brand name management fee		16,511	-
Zhenzhou Maozuo Vehicle Service Co., Ltd. ^(3)^	Controlled by WenZhen Guo, who owing 0.015% of Company equity	Brand name management fee		16,424	-
Changsha Shengqun Vehicle Service Co., Ltd.and Shaoyang Hengchao Vehicle Co., Ltd.^(4)^	Controlled by Zhongxin Lei, who owing 0.176% of Company equity	Brand name management fee		16,424	-

All values are in US Dollars.

(1)	The<br> original contract value is $96,953 or RMB700,000, consist of three contracts and contract term is one year. The contract periods<br> are (a) Contract value RMB100,000, from May 2023 to May 2024; (b) Contract value RMB100,000, from August 2023 to August 2024 and<br> (c) Contract value RMB500,000, from September 2024 to September 2025.
(2)	The<br> original contract value is $69,252 or RMB500,000, the contract term is one year. The contract period is from August 2024 to August<br> 2025.
(3)	The<br> original contract value is $69,252 or RMB500,000, the contract term is one year. The contract period is from September 2024 to September<br> 2025.
(4)	The<br> original contract value is $83,102 or RMB600,000, consist of two contracts and contract term is one year. The contract periods are<br> (a) Contract value RMB500,000, from September 2024 to September 2025 and (b) Contract value RMB100,000, from September 2023 to September<br> 2024.

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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 August 31, 2025 and May 31, 2025:

SUMMARY OF OPERATING LEASES ASSETS AND LIABILITIES

Assets/liabilities	Classification	August 31, 2025	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

All values are in US Dollars.

The operating lease expense for the three months ended August 31, 2025 and 2024 were as follows:

SCHEDULE OF OPERATING LEASE EXPENSE

		As of August 31,
Lease cost	Classification	2025	2024
Operating lease cost	General and administrative Expenses

All values are in US Dollars.

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Maturities of operating lease liabilities as of August 31, 2025 were as follows:

SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES

Maturity of Lease Liabilities	Operating Leases
Remaining of 2026	12,183
2027
2028
Total lease payments
Less: interest		)
Present value of lease payments

All values are in US Dollars.

Maturities of operating lease liabilities as of May 31, 2025, were as follows:

Maturity of Lease Liabilities	Operating Leases
Remaining of 2026	13,707
2027
2028
Total lease payments
Less: interest		)
Present value of lease payments

All values are in US Dollars.

Supplemental information related to operating leases was as follows:

SCHEDULE

OF SUPPLEMENTAL INFORMATION RELATED TO OPERATING LEASES

	For The Three Months Ended August 31,
	2025		2024
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		%		%

All values are in US Dollars.

Amortization

expense was $15,338   and $19,644 for the three months ended August 31, 2025 and 2024, respectively.

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NOTE

17. INCOME TAXES

UnitedStates

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.

BritishVirgin 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.

HongKong

From

year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000 (approximately $289,855), and 16.5% on any part of assessable profits over HK$2,000,000. For the period ended August 31, 2025 and 2024, the Company did not have any assessable profits arising in or derived from Hong Kong, therefore no provision for Hong Kong profits tax was made in the year.

P.R.CChina

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 25% for most enterprises. The Company’s VIE through which the majority of our business in China is applicable to this tax rate

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the three months ended August 31, 2025 and August 31, 2024, respectively:

SCHEDULE OF RECONCILES THE PRC STATUTORY RATES TO THE COMPANY’S EFFECTIVE TAX RATE

	For The Three Months Ended <br> August 31,
	2025			2024
	%			%
PRC statutory rate		25			25
Net operating losses for which no deferred tax assets was recognized		(25	)		(25	)
The Company’s expense is out of limit than that of PRC statutory tax policy allowed		16.5			16.5
Effective income tax rate		16.5			16.5

Income tax expense for the three months ended August 31, 2025 and August 31, 2024, respectively are as follows:

SCHEDULE OF INCOME TAX EXPENSE

	For The Three Months Ended August 31,
	2025	2024
Current			)
Deferred
Income tax credit			)

All values are in US Dollars.

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That

is no income tax for the three months ended August 31, 2025 and income tax credit   $2,263 for the three months ended August 31, 2024. Income tax credit $2,263 included income tax refund $3,475 from previous year and tax expenses $1,212 for the period ended August 31, 2024.

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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 three reportable business segments:

(1)	Brand<br> Name Management Fees and Services, mainly provided brand name “Chejiangling/Teenage Hero Car” to the customers. Customers<br> are authorized to operate their workshop under the brand name of “Chejiangling/Teenage Hero Car”.
(2)	Motor<br> Oil and Auto Parts, mainly provided motor oil products and spare parts to the customers.
(3)	Exhaust<br> 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

Forthe three months ended August 31, 2025

---

	For The Three Months Ended August 31, 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
Segment Loss Attributable to Shareholders		)		)		)		)

All values are in US Dollars.

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Forthe three months ended August 31, 2024

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	For The Three Months Ended August 31, 2024
	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		85,018		-		-		85,018
Motor Oil & Auto Parts		-		29,297		-		29,297
Exhaust Gas Cleaners and Others		-		-		67		67
Total Revenue		85,018		29,297		67		114,382
Cost of Goods Sold
Brand Name Management Fees and Services		-		-		-		-
Motor Oil & Auto Parts		-		(18,708		-		(18,708
Exhaust Gas Cleaners and Others		-		-		(665		(665
Total Cost of Goods Sold		-		(18,708		(665		(19,373
Gross Profit		85,018		10,589		(598		95,009
Operating Expenses
Selling and Distribution		(41,720		(14,376		(33		(56,129
General and Administrative		(61,356		(21,143		(48		(82,547
Total Operating Expenses		(103,076		(35,519		(81		(138,676
Segment Loss from Operation		(18,058		(24,930		(679		(43,667
Interest Income		2		-		-		2
Other Expenses		(123		(42		-		(165
Segment Loss Before Income Tax		(18,179		(24,972		(679		(43,830
Income Tax income		1,682		580		1		2,263
Segment Loss Attributable to Shareholders		(16,497		(24,392		(678		(41,567

All values are in US Dollars.

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NOTE

19 SHAREHOLDER EQUITY

The

Company has authorized 490,000,000 common shares, par value $0.001. 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 August 31, 2025 and May 31, 2025, there were 102,270,517 and 102,270,517, respectively, common shares issued and outstanding. There was no new share issued during the period ended August 31 2025.

NOTE

20. CONCENTRATION OF RISK

(a)Major Customers

For the three months ended August 31, 2025 and 2024, the customers who accounted for 10% of total revenue are presented as follows:

SCHEDULE

OF MAJOR CUSTOMERS AND SUPPLIERS

	For The Three Months Ended<br> August 31,
	2025					2024
				%			%
Jinan Jieshun Vehicle Service Co., Ltd.		16,424	-	18.0	%		-
Suzhou Tongxuan Vehicle Service Co., Ltd.		16,511	-	18.1	%		-
Zhengzhou Maozhuo Vehicle Service Co., Ltd.		16,424	-	18.0	%		-
Changsha Shengqun Vehicle Service Co., Ltd.		16,424	-	18.0	%		-
Total		65,783	-	72.1	%		-

All values are in US Dollars.

(b)Major Suppliers

For the three months ended August 31, 2025 and 2024, the vendors who accounted for 10% or more of the Company’s cost of revenue are presented as follows:

	For The Three Months Ended<br> August 31,
	2025					2024
				%			%
Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd		10,986	28,688	93.8	%		148	%
Guangzhou Kangtu Ecological Technology Co., Ltd.		680	-	5.8	%		-
Total		11,666	28,688	99.6	%		148	%

All values are in US Dollars.

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NOTE

21. SUBSEQUENT EVENT

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the August 31, 2025 to the date these financial statements were issued and has determined that there is no other matter or circumstance arisen since August 31, 2025, 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.

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ITEM2. 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 August 31, 2025   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.

Resultsof 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 August 31,				Quarter to Quarter Comparison
	2025		2024		Increase/ (Decrease)
Revenue						)
Cost of Revenue		)		)
Gross Profit						)
Selling and Distribution Expenses		)		)
General and Administrative Expenses		)		)
Loss from Operation		)		)		)
Interest Income
Other Expense		)		)
Loss before Income Taxes		)		)		)
Income Taxes Credit						)
Loss Attributable to Shareholders		)		)		)

All values are in US Dollars.

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Revenues

For the three months period ended August 31, 2025, we generated total revenue of $91,005 that included brand name administrative fee $66,878, motor oil and auto parts $24,122 and others $5.

	For the Three Months Ended August 31,
	2025	% of Net			2024	% of Net			Change
		Sales				Sales
Administrative fee of brand name			73.5	%			74.3	%		)
Motor oil and auto parts			26.5	%			25.6	%		)
Others			0.0	%			0.1	%		)
Total			100	%			100	%		)

All values are in US Dollars.

Total revenues for three months ended August 31, 2025 were $91,005 compared to $114,382 for the three months ended August 31, 2024, which decreased by $18,140. Due to the slow market activity, brand name administrative fee decreased by $18,140, motor oil and auto parts $5,175 and others $62.

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.

Salesof 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.

AdministrativeFee 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 be refundable.

Costof Revenue

Cost of revenue consist primarily of costs associated with the purchase of goods. For three months ended August 31, 2025 compared to three months ended August 31, 2024.

	For The Three Months Ended August 31,
	2025	2024	Change
Motor oil and auto parts				)
Others				)
Total				)

All values are in US Dollars.

Cost of revenue for the three months ended August 31, 2025 were $16,044 compared to $19,373 as of ended August 31, 2024, a decrement of $3,329. Due to the slow market activity, motor oil and auto parts decreased by $2,670 and others $659 respectively.

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GrossProfit

Gross profit for the three months ended August 31, 2025 is $74,961 compared to $95,009 as of August 31, 2024, a decrement of $20,048 is mainly due to the decrease of revenue from brand name administrative fee and sales of motor oil and auto parts.

Sellingand 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 August 31, 2025 compared to three months ended August 31, 2024:

	For The Three Months Ended August 31,
	2025	% of Net			2024	% of Net			Change
****		Sales		****		Sales		****		****
Selling and Distribution Expenses			47.3	%			49.1	%		)

All values are in US Dollars.

Selling and Distribution expenses for the three months ended August 31, 2025 were $43,066 compared to $56,129 as of August 31, 2024, a decrease of $13,063 is due to decrease in consultancy fees $10,617, office expenses $2,112, transportation expenses $1,857, entertainment expenses $688, and offset increase in payroll costs $1,486, travelling expenses $582 and others $143.The decrease in selling and distribution expenses is due to slow market activity.

Generaland 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 August 31, 2025 compared to three months ended August 31, 2024:

	For The Three Months Ended August 31,
	2025	% of Net			2024	% of Net			Change
		Sales				Sales
General and Administrative Expenses			86.3	%			72.2	%		)

All values are in US Dollars.

G&A expenses for the three months ended August 31, 2025 were $78,559 compared to $82,547 as of August 31, 2024, a decrease of $3,988 was primarily due to the decrease of impairment of development costs $1,588, rental $1,472, travelling expenses $768, payroll costs $703, others $1,131 and offset with increase   in R&D expenses $1,674. The decrease in general and administrative expenses is due to slow market activity.

Taxation

We recorded an income tax of $0 and tax refund $2,263 for the period ended August 31, 2025 and August 31, 2024, respectively.

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%.

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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 $46,776 and $41,567 occurred for the three months ended August 31, 2025 and 2024 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.

We are in start-up stage operations and have generated limited revenues. Our business is subject to risks inherent in the establishment of a new business enterprise, 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 August 31,			Quarter to Quarter
	2025	2024		Comparison
Cash Flows provided by operating activities					)
Cash Flows used in investing activities			)
Cash Flows provided by/(used in) financing activities.			)
Effects on change in foreign exchange rate					)
Net Change in cash during period					)

All values are in US Dollars.

OperatingActivities

Cash flow provided by operating activities for the three months ended August 31, 2025 and 2024 is $34,787 and $75,876 respectively, reflecting a decrease of cash flow $41,089. The decrease in net cash provided by operating activities is mainly due to decrease cash flow of accrued liabilities and other payables $123,879, prepayment, deposit and other receivable $11,470, net loss increased by $5,209, amortization of right-use of assets $4,306, impairment of intangible assets $1,588, depreciation $17, offset increased cash flow of advance received $74,961, inventory $18,612, operating lease liabilities $4,906, accounts payable $4,634 and accounts receivable $2,267.

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InvestingActivities

Cash flow used in investing activities is $0 for the three months ended August 31, 2025, as compared to $1,617 for the three months ended August 31, 2023, reflecting an increase of cash flow $1,617. The increase is due to decrease of investment in development costs $1,617  .

FinancingActivities

Cash flow provided by financing activities is $3,849 for the three months ended August 31, 2025, compared to used in financing activities $5,540 for the three months ended August 31, 2024, reflecting an increase of $9,389. The increase in net cash provided by financing activities was mainly due to increase in advance from related party $9,389.

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

ContractualObligations

Our contractual obligations as of August 31, 2025 are as follows:

Payments due by period
Operating leases	Total		Less than <br> 1 year		1-3 years		More than <br> 3 years
Total		12,275		12,275		-		-

A provision of $84,151 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 August 31, 2025.

Off-BalanceSheet 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.

ITEM3 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.

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ITEM4 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 August 31, 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.

PART

II - OTHER INFORMATION

Item1. Legal Proceedings.

None.

Item1A. 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.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item3. Defaults Upon Senior Securities

Not Applicable.

Item4. Mine Safety Disclosures

Not Applicable.

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Item5. Other Information

There is no other information required to be disclosed under this item that has not previously been reported.

Item6. Exhibits

Exhibit<br><br> <br>No.	Description
31.1	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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| --- |

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<br> Group Co., Ltd.
	(Name<br> of Registrant)
Date:<br> October 20, 2025
	By:	/s/ Lixin Cai
	Title:	Chief<br> Executive Officer and Director<br><br> <br>(Principal<br> Executive Officer)
	By:	/s/ Cuiyao Luo
	Title:	Chief<br> Financial Officer
Date:<br>October 20, 2025

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Exhibit31.1

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 August 31, 2025;

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<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
b.	Designed<br> such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br> in accordance with generally accepted accounting principles.
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> 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<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> October 20, 2025
---	---	---
	By:	/s/ Lixin Cai
	Title:	Chief<br> Executive Officer and Director<br><br> <br>(Principal<br> Executive Officer)

Exhibit31.2

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 August 31, 2025;

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<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
b.	Designed<br> such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br> in accordance with generally accepted accounting principles.
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> 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<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> October 20, 2025
---	---	---
	By:	/s/ Cuiyao Luo
	Title:	Chief<br> Financial Officer

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 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 August 31, 2025 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:<br>October 20, 2025
	By:	/s/ Lixin Cai
	Title:	Chief<br> Executive Officer and Director<br><br> <br>(Principal<br> Executive Officer)

Exhibit32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 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 August 31, 2025 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:<br> October 20, 2025
	By:	/s/ Cuiyao Luo
	Title:	Chief<br> Financial Officer